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                                                                    EXHIBIT 4.08

                               1GLOBALPLACE, INC.

                            1999 INCENTIVE STOCK PLAN

     1.   Objectives.

     The 1GLOBALPLACE, INC. 1999 Incentive Stock Plan (the "Plan") is designed
to retain directors, officers, executives and selected employees and consultants
and reward them for making major contributions to the success of the Company.
These objectives are accomplished by making long-term incentive awards under the
Plan thereby providing Participants with a proprietary interest in the growth
and performance of the Company.

     2.   Definitions.

          (a) "Board" - The Board of Directors of the Company.
              -------

          (b) "California Securities Rules" - Chapter 3, Subchapter
              -----------------------------
2, Subarticle 4 of Article 4 of Title 10 of theCorporate Securities Rules of
the Commissioner of Corporations of the state of California.

          (c) "Code" - The Internal Revenue Code of 1986, as amended from time
              ------
to time.

          (d)  "Committee" - The Executive  Compensation  Committee of the
               -----------
Company's  Board, or such other committee of the Board that is designated
by the Board to administer the Plan, composed of not less than two members of
the Board none of whom is an employee or officer, as contemplated by Rule 16b-3
("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The foregoing requirement for disinterested
administration shall not apply prior to the date of the first registration of
any of the securities of the Company under the Exchange Act.

          (e)  "Company" - 1GLOBALPLACE, INC. and its subsidiaries including
               ---------
subsidiaries of subsidiaries.

          (f) "Exchange Act" - The Securities Exchange Act of 1934,
              --------------
as amended from time to time.

          (g)  "Fair Market Value" - The fair market value of the Company's
               -------------------
issued and outstanding  Stock as determined in good faith by the Board or
Committee.


          (h) "Grant" - The grant of any form of stock option, stock
              -------
award, or stock purchase offer, whether granted singly, in combination or in
tandem, to a Participant pursuant to such terms, conditions and limitations as
the Committee may establish in order to fulfill the objectives of the Plan.

          (i)  "Grant  Agreement"  - An  agreement  between  the  Company  and
               ------------------
a  Participant  that conditions and limitations applicable to a Grant.

          (j)  "Option" - Either an Incentive  Stock  Option,  in accordance
               --------
with Section 422 of Code,  or a  Nonstatutory Option, to purchase the Company's
Stock that may be awarded to a Participant under the Plan. A Participant who
receives a grant of an Option shall be referred to as an "Optionee."

          (k)  "Participant"  - A director,  officer,  employee or consultant of
               -------------
the Company to whom an Award has been made under the Plan.

          (l)  "Restricted Stock Purchase Offer" - A Grant of the right to
               ---------------------------------
purchase a specified number



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of shares of Stock pursuant to a written agreement issued under the Plan.

    (m) "Securities Act" - The Securities Act of 1933, as amended from time to
        ----------------
time.

    (n) "Stock" - Authorized and issued or unissued shares of common stock of
        -------
the Company.

    (o)  "Stock  Award" - A Grant  made  under  the Plan in stock or denominated
         --------------
in units of stock  for  which  the Participant is not obligated to pay
additional consideration.

     3.   Administration

     The Plan shall be administered by the Board, provided however, that the
Board may delegate such administration to the Committee. Subject to the
provisions of the Plan, the Board and/or the Committee shall have authority
to(a) grant, in its discretion, Incentive Stock Options in accordance with
Section 422 of the Code, or Nonstatutory Options, Stock Awards or Restricted
Stock Purchase Offers; (b) determine in good faith the fair market value of the
Stock covered by any Grant; (c) determine which eligible persons shall receive
Grants and the number of shares, restrictions, terms and conditions to be
included in such Grants; (d) construe and interpret the Plan; (e) promulgate,
amend and rescind rules and regulations relating to its administration, and
correct defects, omissions and inconsistencies in the Plan or any Grant; (f)
consistent with the Plan and with the consent of the Participant, as
appropriate, amend any outstanding Grant or amend the exercise date or dates
thereof; (g) determine the duration and purpose of leaves of absence which may
be granted to Participants without constituting termination of their employment
for the purpose of the Plan or any Grant; and (h) make all other determinations
necessary or advisable for the Plan's administration. The interpretation and
construction by the Board of any provisions of the Plan or selection of
Participants shall be conclusive and final. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Grant made thereunder.

     4.   Eligibility

     (a) General: The persons who shall be eligible to receive Grants shall be
         --------
directors, officers, employees or consultants to the Company. The term
consultant shall mean any person, other than an employee, who is engaged by the
Company to render services and is compensated for such services. An Optionee may
hold more than one Option. Any issuance of a Grant to an officer or director of
the Company subsequent to the first registration of any of the securities of the
Company under the Exchange Act shall comply with the requirements of Rule 16b-3.

     (b) Incentive  Stock  Options: Incentive  Stock  Options  may  only be
         --------------------------
issued  to  employees  of the  Company. Incentive Stock Options may be granted
to officers or directors, provided they are also employees of the Company.
Payment of a director's fee shall not be sufficient to constitute employment
by the Company.

     The Company shall not grant an Incentive Stock Option under the Plan to any
employee if such Grant would result in such employee holding the right to
exercise for the first time in any one calendar year, under all Incentive Stock
Options granted under the Plan or any other plan maintained by the Company, with
respect to shares of Stock having an aggregate fair market value, determined as
of the date of the Option is granted, in excess of $100,000. Should it be
determined that an Incentive Stock Option granted under the Plan exceeds such
maximum for any reason other than a failure in good faith to value the Stock
subject to such option, the excess portion of such option shall be considered a
Nonstatutory Option. To the extent the employee holds two (2) or more such
Options which become exercisable for the first time in the same calendar year,
the foregoing limitation on the exercisability of such Option as Incentive Stock
Options under the Federal tax laws shall be applied on the basis of the order in
which such Options are granted. If, for any reason, an entire Option does not
qualify as an Incentive Stock Option by reason of exceeding such maximum, such
Option shall be considered a Nonstatutory Option.

     (c) Nonstatutory  Option: The provisions of the foregoing Section 4(b)
         ---------------------
shall not apply to any Option designated as a "Nonstatutory Option" or which
sets forth the intention of the parties that the Option be a Nonstatutory
Option.

     (d) Stock Awards and Restricted Stock Purchase Offers: The provisions of
         --------------------------------------------------
this Section 4 shall not apply to any Stock Award or Restricted Stock Purchase
Offer under the Plan.



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         5. Stock

            (a) Authorized Stock: Stock subject to Grants may be either unissued
                ----------------
or reacquired Stock.

            (b) Number of Shares: Subject to adjustment as provided in Section
                ----------------
6(i) of the Plan, the total number of shares of Stock which may be purchased or
granted directly by Options, Stock Awards or Restricted Stock Purchase Offers,
or purchased indirectly through exercise of Options granted under the Plan shall
not exceed 2,000,000. If any Grant shall for any reason terminate or expire, any
shares allocated thereto but remaining unpurchased upon such expiration or
termination shall again be available for Grants with respect thereto under the
Plan as though no Grant had previously occurred with respect to such shares. Any
shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms
thereof shall be available for future Grants as though not previously covered by
a Grant. Notwithstanding anything herein to the contrary, in no event shall the
shares covered by outstanding options granted to persons who are not officers or
directors of the Company (when added to all other offers of Stock sold during
the preceding 12 months in reliance on Rule 701 under the Securities Act) exceed
fifteen percent (15%) of the then outstanding Stock or securities convertible or
exchangeable for Stock; nor shall the total number of shares issuable upon
exercise of all outstanding options, when added to the number of shares called
for under any stock bonus or similar plan, exceed thirty percent (30%) of the
then outstanding Stock, assuming the conversion of all convertible preferred and
convertible senior common shares, counted on an as converted basis.

            (c) Reservation  of Shares: The Company  shall  reserve and keep
                ----------------------
available at all times during the term of the Plan such number of shares as
shall be sufficient to satisfy the requirements of the Plan. If, after
reasonable efforts, which efforts shall not include the registration of the Plan
or Grants under the Securities Act, the Company is unable to obtain authority
from any applicable regulatory body, which authorization is deemed necessary by
legal counsel for the Company for the lawful issuance of shares hereunder, the
Company shall be relieved of any liability with respect to its failure to issue
and sell the shares for which such requisite authority was so deemed necessary
unless and until such authority is obtained.

            (d) Application of Funds
                ---------------------
                 The  proceeds  received by the  Company  from the sale of Stock
pursuant  to the  exercise of Options or rights under Stock Purchase Agreements
will be used for general corporate purposes.

            (e) No Obligation to Exercise
                -------------------------
                 The  issuance of a Grant shall impose no  obligation  upon the
Participant  to exercise any rights under such Grant.

         6. Terms and Conditions of Options

            Options granted hereunder shall be evidenced by agreements between
the Company and the respective Optionees, in such form and substance as the
Board or Committee shall from time to time approve. The form of Incentive Stock
Option Agreement attached hereto as Exhibit "A" and the three forms of a
Nonstatutory Stock Option Agreement for employees, for directors and for
consultants, attached hereto as Exhibits "B-1," "B-2" and "B-3," respectively,
shall be deemed to be approved by the Board. Option agreements need not be
identical, and in each case may include such provisions as the Board or
Committee may determine, but all such agreements shall be subject to and limited
by the following terms and conditions:

            (a) Number of Shares: Each Option shall state the number of shares
                ----------------
to which it pertains.

            (b) Exercise Price: Each Option shall state the exercise price,
                --------------
which shall be determined as follows:


                (i) Any Option granted to a person who at the time the Option
is granted owns (or

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         is deemed to own pursuant to Section 424(d) of the Code) stock
         possessing more than ten percent (10%) of the total combined voting
         power or value of all classes of stock of the Company, ("Ten Percent
         Holder") shall have an exercise price of no less than 110% of the Fair
         Market Value of the Stock as of the date of grant; and

                   (ii) Incentive Stock Options granted to a person who at the
         time the Option is granted is not a Ten Percent Holder shall have an
         exercise price of no less than 100% of the Fair Market Value of the
         Stock as of the date of grant.

                   (iii) Nonstatutory Options granted to a person who at the
         time the Option is granted is not a Ten Percent Holder shall have an
         exercise price of no less than 85% of the Fair Market Value of the
         Stock as of the date of grant.

         For the purposes of this Section 6(b), the Fair Market Value shall be
as determined by the Board in good faith, which determination shall be
conclusive and binding; provided however, that if there is a public market for
such Stock, the Fair Market Value per share shall be the average of the bid and
asked prices (or the closing price if such stock is listed on the NASDAQ
National Market System or Small Cap Issue Market) on the date of grant of the
Option, or if listed on a stock exchange, the closing price on such exchange on
such date of grant.

             (c) Medium and Time of Payment: The exercise price shall become
                 --------------------------
immediately due upon exercise of the Option and shall be paid in cash or check
made payable to the Company. Should the Company's outstanding Stock be
registered under Section 12(g) of the Exchange Act at the time the Option is
exercised, then the exercise price may also be paid as follows:

                   (i) in shares of Stock held by the Optionee for the requisite
         period necessary to avoid a charge to the Company's earnings for
         financial reporting purposes and valued at Fair Market Value on the
         exercise date, or

                   (ii) through a special sale and remittance procedure pursuant
         to which the Optionee shall concurrently provide irrevocable written
         instructions (a) to a Company designated brokerage firm to effect the
         immediate sale of the purchased shares and remit to the Company, out of
         the sale proceeds available on the settlement date, sufficient funds to
         cover the aggregate exercise price payable for the purchased shares
         plus all applicable Federal, state and local income and employment
         taxes required to be withheld by the Company by reason of such purchase
         and (b) to the Company to deliver the certificates for the purchased
         shares directly to such brokerage firm in order to complete the sale
         transaction.

         At the discretion of the Board, exercisable either at the time of
Option grant or of Option exercise, the exercise price may also be paid (i) by
Optionee's delivery of a promissory note in form and substance satisfactory to
the Company and permissible under the California Securities Rules and bearing
interest at a rate determined by the Board in its sole discretion, but in no
event less than the minimum rate of interest required to avoid the imputation of
compensation income to the Optionee under the Federal tax laws, or (ii) in such
other form of consideration permitted by the California Corporations Code as may
be acceptable to the Board.

             (d) Term and Exercise of Options: Any Option granted to an employee
                 ----------------------------
of the Company shall become exercisable over a period of no longer than five (5)
years, and no less than twenty percent (20%) of the shares covered thereby shall
become exercisable annually. No Option shall be exercisable, in whole or in
part, prior to one (1) year from the date it is granted unless the Board shall
specifically determine otherwise, as provided herein. In no event shall any
Option be exercisable after the expiration of ten (10) years from the date it is
granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by
its terms, be exercisable after the expiration of five (5) years from the date
of the Option. Unless otherwise specified by the Board or the Committee in the
resolution authorizing such Option, the date of grant of an Option shall be
deemed to be the date upon which the Board or the Committee authorizes the
granting of such Option.

         Each Option shall be exercisable to the nearest whole share, in
installments or otherwise, as the respective Option agreements may provide.
During the lifetime of an Optionee, the Option shall be exercisable only by the
Optionee and shall not be assignable or transferable by the Optionee, and no
other person shall acquire any rights therein. To the extent not exercised,
installments (if more than one) shall accumulate, but shall be exercisable, in



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whole or in part, only during the period for exercise as stated in the Option
agreement, whether or not other installments are then exercisable.

             (e) Termination of Status as Employee, Consultant or Director: With
                 ---------------------------------------------------------
respect to Incentive Stock Options, if Optionee's status as an employee shall
terminate for any reason other than Optionee's disability or death, then
Optionee (or if the Optionee shall die after such termination, but prior to
exercise, Optionee's personal representative or the person entitled to succeed
to the Option) shall have the right to exercise the portions of any of
Optionee's Incentive Stock Options which were exercisable as of the date of such
termination, in whole or in part, at any time during the remaining term of the
Option, or such shorter period as determined by the Board and set forth in the
Option Agreement, not less than not less than 30 days nor more than three (3)
months after such termination (or, in the event of "termination for cause" as
that term is defined in Section 2922 of the California Labor Code and case law
related thereto, or by the terms of the Plan or the Option Agreement or an
employment agreement, the Option shall automatically terminate as of the
termination of employment as to all shares covered by the Option).

         With respect to Nonstatutory Options granted to employees, directors or
consultants, the Board may specify such period for exercise, not less than 30
days (except that in the case of "termination for cause" or removal of a
director pursuant to Section 302 or 304 of the California Corporations Code, the
Option shall automatically terminate as of the termination of employment or
services as to shares covered by the Option, following termination of employment
or services as the Board deems reasonable and appropriate. The Option may be
exercised only with respect to installments that the Optionee could have
exercised at the date of termination of employment or services. Nothing
contained herein or in any Option granted pursuant hereto shall be construed to
affect or restrict in any way the right of the Company to terminate the
employment or services of an Optionee with or without cause.

             (f) Disability of Optionee: If an Optionee is disabled (within the
                 ----------------------
meaning of Section 22(e)(3) of the Code) at the time of termination, the three
(3) month period set forth in Section 6(e) shall be (i) with respect to
Incentive Stock Options, one (1) year, and (ii) with respect to Nonstatutory
Options, a period, as determined by the Board and set forth in the Option, of
not less than six months nor more than one year after such termination.

             (g) Death of Optionee: If an Optionee dies while employed by,
                 -----------------
engaged as a consultant to, or serving as a Director of the Company, the portion
of such Optionee's Option which was exercisable at the date of death may be
exercised, in whole or in part, by the estate of the decedent or by a person
succeeding to the right to exercise such Option at any time within (i) a period,
as determined by the Board and set forth in the Option, of not less than six (6)
months nor more than one (1) year after Optionee's death, which period shall not
be more, in the case of a Nonstatutory Option, than the period for exercise
following termination of employment or services, or (ii) during the remaining
term of the Option, whichever is the lesser. The Option may be so exercised only
with respect to installments exercisable at the time of Optionee's death and not
previously exercised by the Optionee.

             (h) Nontransferability of Option: No Option shall be transferable
                 ----------------------------
by the Optionee, except by will or by the laws of descent and distribution.

             (i) Recapitalization: Subject to any required action of
                 ----------------
shareholders, the number of shares of Stock covered by each outstanding Option,
and the exercise price per share thereof set forth in each such Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock of the Company resulting from a stock split, stock dividend,
combination, subdivision or reclassification of shares, or the payment of a
stock dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided, however, the
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration" by the Company.

         In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the Board, this
Option shall terminate immediately prior to such date as is determined by the
Board, which date shall be no later than the consummation of such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer, for which it has no obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity, as applicable, which on an equitable basis
shall provide the Optionee with substantially the same economic benefit as such
unexercised Option, then the Board may grant to such



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Optionee, in its sole and absolute discretion and without obligation, the right
for a period commencing no later than thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for
termination of the Option or during the remaining term of the Option, whichever
is the lesser, to exercise any unexpired Option or Options without regard to the
installment provisions of Paragraph 6(d) of the Plan; provided, that any such
right granted shall be granted to all Optionees not receiving an offer to
receive substitute options on a consistent basis, and provided further, that any
such exercise shall be subject to the consummation of such Reorganization.

         Subject to any required action of shareholders, if the Company shall be
the surviving entity in any merger or consolidation, each outstanding Option
thereafter shall pertain to and apply to the securities to which a holder of
shares of Stock equal to the shares subject to the Option would have been
entitled by reason of such merger or consolidation.

         In the event of a change in the Stock of the Company as presently
constituted, which is limited to a change of all of its authorized shares
without par value into the same number of shares with a par value, the shares
resulting from any such change shall be deemed to be the Stock within the
meaning of the Plan.

         To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided in this Section 6(i), the Optionee shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class or
the payment of any stock dividend or any other increase or decrease in the
number of shares of stock of any class, and the number or price of shares of
Stock subject to any Option shall not be affected by, and no adjustment shall be
made by reason of, any dissolution, liquidation, merger, consolidation or sale
of assets or capital stock, or any issue by the Company of shares of stock of
any class or securities convertible into shares of stock of any class.

         The Grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make any adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve, or liquidate or to sell or transfer all or any part of
its business or assets.

             (j) Rights as a Shareholder: An Optionee shall have no rights as a
                 -----------------------
shareholder with respect to any shares covered by an Option until the effective
date of the issuance of the shares following exercise of such Option by
Optionee. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as expressly provided in Section 6(i) hereof.

             (k) Modification, Acceleration, Extension, and Renewal of Options:
                 -------------------------------------------------------------
Subject to the terms and conditions and within the limitations of the Plan, the
Board may modify an Option, or, once an Option is exercisable, accelerate the
rate at which it may be exercised, and may extend or renew outstanding Options
granted under the Plan or accept the surrender of outstanding Options (to the
extent not theretofore exercised) and authorize the granting of new Options in
substitution for such Options, provided such action is permissible under Section
422 of the Code and the California Securities Rules. Amendments are also subject
to the provisions of Section 424(h) of the Code. Notwithstanding the provisions
of this Section 6(k), however, no modification of an Option shall, without the
consent of the Optionee, alter to the Optionee's detriment or impair any rights
or obligations under any Option theretofore granted under the Plan.

             (l) Exercise Before Exercise Date: At the discretion of the Board,
                 -----------------------------
the Option may, but need not, include a provision whereby the Optionee may elect
to exercise all or any portion of the Option prior to the stated exercise date
of the Option or any installment thereof. Any shares so purchased prior to the
stated exercise date shall be subject to repurchase by the Company upon
termination of Optionee's employment as contemplated by Section 6(n) hereof
prior to the exercise date stated in the Option and such other restrictions and
conditions as the Board or Committee may deem advisable.

             (m) Other Provisions: The Option agreements authorized under the
                 ----------------
Plan shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the Options, as the Board or the Committee
shall deem advisable. Shares shall not be issued pursuant to the exercise of an
Option, if the exercise of such Option or the issuance of shares thereunder
would violate, in the opinion of legal counsel for the Company, the



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provisions of any applicable law or the rules or regulations of any applicable
governmental or administrative agency or body, such as the Code, the Securities
Act, the Exchange Act, the California Securities Rules, California Corporations
Code, and the rules promulgated under the foregoing or the rules and regulations
of any exchange upon which the shares of the Company are listed. Without
limiting the generality of the foregoing, the exercise of each Option shall be
subject to the condition that if at any time the Company shall determine that
(i) the satisfaction of withholding tax or other similar liabilities, or (ii)
the listing, registration or qualification of any shares covered by such
exercise upon any securities exchange or under any state or federal law, or
(iii) the consent or approval of any regulatory body, or (iv) the perfection of
any exemption from any such withholding, listing, registration, qualification,
consent or approval is necessary or desirable in connection with such exercise
or the issuance of shares thereunder, then in any such event, such exercise
shall not be effective unless such withholding, listing registration,
qualification, consent, approval or exemption shall have been effected, obtained
or perfected free of any conditions not acceptable to the Company.

             (n) Repurchase Agreement: The Board may, in its discretion, require
                 --------------------
as a condition to the Grant of an Option hereunder, that an Optionee execute an
agreement with the Company, in form and substance satisfactory to the Board in
its discretion ("Repurchase Agreement"), (i) restricting the Optionee's right to
transfer shares purchased under such Option without first offering such shares
to the Company or another shareholder of the Company upon the same terms and
conditions as provided therein; and (ii) providing that upon termination of
Optionee's employment with the Company, for any reason, the Company (or another
shareholder of the Company, as provided in the Repurchase Agreement) shall have
the right at its discretion (or the discretion of such other shareholders) to
purchase and/or redeem all such shares owned by the Optionee on the date of
termination of his or her employment at a price equal to (A) the fair market
value of such shares as of such date of termination, or (B) if such repurchase
right lapses at the rate of 20% of the number of shares per year from the date
the Option is granted, the original purchase price of such shares, and upon
terms of payment permissible under the California Securities Rules; provided
that such repurchase must be exercised for cash or cancellation of purchase
money indebtedness for the shares within 90 days of termination of employment.
Notwithstanding the foregoing, in the case of Options or Stock Awards granted to
officers, directors, consultants or affiliates of the Company, such repurchase
provisions may be subject to additional or greater restrictions as determined by
the Board or Committee.

         7.   Stock Awards and Restricted Stock Purchase Offers

             (a) Types of Grants.
                 ----------------

                   (i) Stock Award. All or part of any Stock Award under the
                       -----------
Plan may be subject to conditions established by the Board or the Committee, and
set forth in the Stock Award Agreement, which may include, but are not limited
to, continuous service with the Company, achievement of specific business
objectives, increases in specified indices, attaining growth rates and other
comparable measurements of Company performance. Such Awards may be based on Fair
Market Value or other specified valuation. All Stock Awards will be made
pursuant



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to the execution of a Stock Award Agreement substantially in the form attached
hereto as Exhibit "C".

                   (ii) Restricted Stock Purchase Offer. A Grant of a Restricted
                        -------------------------------
Stock Purchase Offer under the Plan shall be subject to such (i) vesting
contingencies related to the Participant's continued association with the
Company for a specified time and (ii) other specified conditions as the Board or
Committee shall determine, in their sole discretion, consistent with the
provisions of the Plan. All Restricted Stock Purchase Offers shall be made
pursuant to a Restricted Stock Purchase Offer substantially in the form attached
hereto as Exhibit "D".

             (b) Conditions and Restrictions. Shares of Stock which Participants
                 ---------------------------
may receive under a Stock Award Agreement or a Restricted Stock Purchase Offer
may include such restrictions as the Board or Committee, as applicable, shall
determine, including restrictions on transfer, repurchase rights, right of first
refusal, and forfeiture provisions. When transfer of Stock is so restricted or
subject to forfeiture provisions it is referred to as "Restricted Stock".
Further, with Board or Committee approval, Stock Awards or Restricted Stock
Purchase Offers may be deferred, either in the form of installments or a future
lump sum distribution. The Board or Committee may permit selected Participants
to elect to defer distributions of Stock Awards or Restricted Stock Purchase
Offers in accordance with procedures established by the Board or Committee to
assure that such deferrals comply with applicable requirements of the Code
including, at the choice of Participants, the capability to make further
deferrals for distribution after retirement. Any deferred distribution, whether
elected by the Participant or specified by the Stock Award Agreement, Restricted
Stock Purchase Offers or by the Board or Committee, may require the payment be
forfeited in accordance with the provisions of Section 7(c). Dividends or
dividend equivalent rights may be extended to and made part of any Stock Award
or Restricted Stock Purchase Offers denominated in Stock or units of Stock,
subject to such terms, conditions and restrictions as the Board or Committee may
establish.

             (c) Cancellation and Rescission of Grants. Unless the Stock Award
                 -------------------------------------
Agreement or Restricted Stock Purchase Offer specifies otherwise, the Board or
Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants
at any time if the Participant is not in compliance with all other applicable
provisions of the Stock Award Agreement or Restricted Stock Purchase Offer, the
Plan and with the following conditions:

                   (i) A Participant shall not render services for any
organization or engage directly or indirectly in any business which, in the
judgment of the chief executive officer of the Company or other senior officer
designated by the Board or Committee, is or becomes competitive with the
Company, or which organization or business, or the rendering of services to such
organization or business, is or becomes otherwise prejudicial to or in conflict
with the interests of the Company. For Participants whose employment has
terminated, the judgment of the chief executive officer shall be based on the
Participant's position and responsibilities while employed by the Company, the
Participant's post-employment responsibilities and position with the other
organization or business, the extent of past, current and potential competition
or conflict between the Company and the other organization or business, the
effect on the Company's customers, suppliers and competitors and such other
considerations as are deemed relevant given the applicable facts and
circumstances. A Participant who has retired shall be free, however, to purchase
as an investment or otherwise, stock or other securities of such organization or
business so long as they are listed upon a recognized securities exchange or
traded over-the-counter, and such investment does not represent a substantial
investment to the Participant or a greater than 10 percent equity interest in
the organization or business.

                   (ii) A Participant shall not, without prior written
authorization from the Company, disclose to anyone outside the Company, or use
in other than the Company's business, any confidential information or material,
as defined in the Company's Proprietary Information and Invention Agreement or
similar agreement regarding confidential information and intellectual property,
relating to the business of the Company, acquired by the Participant either
during or after employment with the Company.

                   (iii) A Participant, pursuant to the Company's Proprietary
Information and Invention Agreement, shall disclose promptly and assign to the
Company all right, title and interest in any invention or idea, patentable or
not, made or conceived by the Participant during employment by the Company,
relating in any manner to the actual or anticipated business, research or
development work of the Company and shall do anything reasonably necessary to
enable the Company to secure a patent where appropriate in


                                       8

<PAGE>

the United States and in foreign countries.

                   (iv) Upon exercise, payment or delivery pursuant to a Grant,
the Participant shall certify on a form acceptable to the Committee that he or
she is in compliance with the terms and conditions of the Plan. Failure to
comply with all of the provisions of this Section 7(c) prior to, or during the
six months after, any exercise, payment or delivery pursuant to a Grant shall
cause such exercise, payment or delivery to be rescinded. The Company shall
notify the Participant in writing of any such rescission within two years after
such exercise, payment or delivery. Within ten days after receiving such a
notice from the Company, the Participant shall pay to the Company the amount of
any gain realized or payment received as a result of the rescinded exercise,
payment or delivery pursuant to a Grant. Such payment shall be made either in
cash or by returning to the Company the number of shares of Stock that the
Participant received in connection with the rescinded exercise, payment or
delivery.

             (d) Nonassignability.
                 -----------------

                   (i) Except pursuant to Section 7(e)(iii) and except as set
forth in Section 7(d)(ii), no Grant or any other benefit under the Plan shall be
assignable or transferable, or payable to or exercisable by, anyone other than
the Participant to whom it was granted.

                   (ii) Where a Participant terminates employment and retains a
Grant pursuant to Section 7(e)(ii) in order to assume a position with a
governmental, charitable or educational institution, the Board or Committee, in
its discretion and to the extent permitted by law, may authorize a third party
(including but not limited to the trustee of a "blind" trust), acceptable to the
applicable governmental or institutional authorities, the Participant and the
Board or Committee, to act on behalf of the Participant with regard to such
Awards.

             (e) Termination of Employment. If the employment or service to the
                 --------------------------
Company of a Participant terminates, other than pursuant to any of the following
provisions under this Section 7(e), all unexercised, deferred and unpaid Stock
Awards or Restricted Stock Purchase Offers shall be cancelled immediately,
unless the Stock Award Agreement or Restricted Stock Purchase Offer provides
otherwise:

                   (i) Retirement Under a Company Retirement Plan. When a
                       -------------------------------------------
Participant's employment terminates as a result of retirement in accordance with
the terms of a Company retirement plan, the Board or Committee may permit Stock
Awards or Restricted Stock Purchase Offers to continue in effect beyond the date
of retirement in accordance with the applicable Grant Agreement and the
exercisability and vesting of any such Grants may be accelerated.

                   (ii) Rights in the Best Interests of the Company. When a
                        --------------------------------------------
Participant resigns from the Company and, in the judgment of the Board or
Committee, the acceleration and/or continuation of outstanding Stock Awards or
Restricted Stock Purchase Offers would be in the best interests of the Company,
the Board or Committee may (i) authorize, where appropriate, the acceleration
and/or continuation of all or any part of Grants issued prior to such
termination and (ii) permit the exercise, vesting and payment of such Grants for
such period as may be set forth in the applicable Grant Agreement, subject to
earlier cancellation pursuant to Section 10 or at such time as the Board or
Committee shall deem the continuation of all or any part of the Participant's
Grants are not in the Company's best interest.

                   (iii) Death or Disability of a Participant.
                         -------------------------------------

                         (1) In the event of a Participant's death, the
Participant's estate or beneficiaries shall have a period up to the expiration
date specified in the Grant Agreement within which to receive or exercise any
outstanding Grant held by the Participant under such terms as may be specified
in the applicable Grant Agreement. Rights to any such outstanding Grants shall
pass by will or the laws of descent and distribution in the following order: (a)
to beneficiaries so designated by the Participant; if none, then (b) to a legal
representative of the Participant; if none, then (c) to the persons entitled
thereto as determined by a court of competent jurisdiction. Grants so passing
shall be made at such times and in such manner as if the Participant were
living.



                                       9

<PAGE>

                         (2) In the event a Participant is deemed by the Board
or Committee to be unable to perform his or her usual duties by reason of mental
disorder or medical condition which does not result from facts which would be
grounds for termination for cause, Grants and rights to any such Grants may be
paid to or exercised by the Participant, if legally competent, or a committee or
other legally designated guardian or representative if the Participant is
legally incompetent by virtue of such disability.

                         (3) After the death or disability of a Participant, the
Board or Committee may in its sole discretion at any time (1) terminate
restrictions in Grant Agreements; (2) accelerate any or all installments and
rights; and (3) instruct the Company to pay the total of any accelerated
payments in a lump sum to the Participant, the Participant's estate,
beneficiaries or representative - notwithstanding that, in the absence of such
termination of restrictions or acceleration of payments, any or all of the
payments due under the Grant might ultimately have become payable to other
beneficiaries.

                         (4) In the event of uncertainty as to interpretation of
or controversies concerning this Section 7, the determinations of the Board or
Committee, as applicable, shall be binding and conclusive.

         8. Investment Intent

         All Grants under the Plan are intended to be exempt from registration
under the Securities Act provided by Rule 701 thereunder. Unless and until the
granting of Options or sale and issuance of Stock subject to the Plan are
registered under the Securities Act or shall be exempt pursuant to the rules
promulgated thereunder, each Grant under the Plan shall provide that the
purchases or other acquisitions of Stock thereunder shall be for investment
purposes and not with a view to, or for resale in connection with, any
distribution thereof. Further, unless the issuance and sale of the Stock have
been registered under the Securities Act, each Grant shall provide that no
shares shall be purchased upon the exercise of the rights under such Grant
unless and until (i) all then applicable requirements of state and federal laws
and regulatory agencies shall have been fully complied with to the satisfaction
of the Company and its counsel, and (ii) if requested to do so by the Company,
the person exercising the rights under the Grant shall (i) give written
assurances as to knowledge and experience of such person (or a representative
employed by such person) in financial and business matters and the ability of
such person (or representative) to evaluate the merits and risks of exercising
the Option, and (ii) execute and deliver to the Company a letter of investment
intent and/or such other form related to applicable exemptions from
registration, all in such form and substance as the Company may require. If
shares are issued upon exercise of any rights under a Grant without registration
under the Securities Act, subsequent registration of such shares shall relieve
the purchaser thereof of any investment restrictions or representations made
upon the exercise of such rights.

         9. Amendment, Modification, Suspension or Discontinuance of the Plan.

         The Board may, insofar as permitted by law, from time to time, with
respect to any shares at the time not subject to outstanding Grants, suspend or
terminate the Plan or revise or amend it in any respect whatsoever, except that
without the approval of the shareholders of the Company, no such revision or
amendment shall (i) increase the number of shares subject to the Plan, (ii)
decrease the price at which Grants may be granted, (iii) materially increase the
benefits to Participants, or (iv) change the class of persons eligible to
receive Grants under the Plan; provided, however, no such action shall alter or
impair the rights and obligations under any Option, or Stock Award, or
Restricted Stock Purchase Offer outstanding as of the date thereof without the
written consent of the Participant thereunder. No Grant may be issued while the
Plan is suspended or after it is terminated, but the rights and obligations
under any Grant issued while the Plan is in effect shall not be impaired by
suspension or termination of the Plan.

         In the event of any change in the outstanding Stock by reason of a
stock split, stock dividend, combination or reclassification of shares,
recapitalization, merger, or similar event, the Board or the Committee may
adjust proportionally (a) the number of shares of Stock (i) reserved under the
Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and
(iii) covered by outstanding Options, Stock Awards or Restricted Stock Purchase
Offers; (b) the Stock prices related to outstanding Grants; and (c) the
appropriate Fair Market Value and other price determinations for such Grants. In
the event of any other change affecting the Stock or any distribution (other
than normal cash dividends) to holders of Stock, such adjustments as may be
deemed equitable by the Board or the



                                       10

<PAGE>

Committee, including adjustments to avoid fractional shares, shall be made to
give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of the
Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued Grants.

             10. Tax Withholding.

                 The Company shall have the right to deduct applicable taxes
from any Grant payment and withhold, at the time of delivery or exercise of
Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares
under such Grants, an appropriate number of shares for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes. If Stock is
used to satisfy tax withholding, such stock shall be valued based on the Fair
Market Value when the tax withholding is required to be made.

             11. Availability of Information.

                 During the term of the Plan and any additional period during
which a Grant granted pursuant to the Plan shall be exercisable, the Company
shall make available annually, not later than one hundred and twenty (120) days
following the close of each of its fiscal years, such financial and other
information regarding the Company as is required by the bylaws of the Company
and applicable law to be furnished in an annual report to the shareholders of
the Company.

             12. Notice.

                 Any written notice to the Company required by any of the
provisions of the Plan shall be addressed to the chief personnel officer or to
the chief executive officer of the Company, and shall become effective when it
is received by the office of the chief personnel officer or the chief executive
officer.

             13. Indemnification of Board

                 In addition to such other rights or indemnifications as they
may have as directors or otherwise, and to the extent allowed by applicable law,
the members of the Board and the Committee shall be indemnified by the Company
against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any claim, action, suit
or proceeding, or in connection with any appeal thereof, to which they or any of
them may be a party by reason of any action taken, or failure to act, under or
in connection with the Plan or any Grant granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such claim, action, suit or proceeding, except
in any case in relation to matters as to which it shall be adjudged in such
claim, action, suit or proceeding that such Board or Committee member is liable
for negligence or misconduct in the performance of his or her duties; provided
that within sixty (60) days after institution of any such action, suit or Board
proceeding the member involved shall offer the Company, in writing, the
opportunity, at its own expense, to handle and defend the same.

             14. Governing Law.

                 The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the Code or the securities laws
of the United States, shall be governed by the law of the State of California
and construed accordingly.

             15. Effective and Termination Dates.

                 The Plan shall become effective on the date it is approved by
the holders of a majority of the shares of Stock then outstanding. The Plan
shall terminate ten years later, subject to earlier termination by the Board
pursuant to Section 9.



                                       11

<PAGE>

                 The foregoing 1999 Incentive Stock Plan (consisting of 17
pages, including this page) was duly adopted and approved by the Board of
Directors of the Corporation on November 8, 1999, and approved by the
shareholders of the Corporation effective as of November 8, 1999.

                                                   /s/ Marc C. Holtenhoff
                                                   -----------------------------
                                                   Marc C. Holtenhoff, President



                                       12

<PAGE>

                               1GLOBALPLACE, INC.

                        INCENTIVE STOCK OPTION AGREEMENT


     THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is made and entered
into as of the date set forth below, by and between 1GLOBALPLACE, INC., a
Delaware corporation (the "Company"), and the employee of the Company named in
Section 1(b) ("Optionee").

     In consideration of the covenants herein set forth, the parties hereto
agree as follows:

     1.       Option Information.
              -------------------

              (a)      Date of Option:

              (b)      Optionee:

              (c)      Number of Shares:

              (d)      Exercise Price:

     2.       Acknowledgements.
              -----------------

              (a)  Optionee is an employee of the Company.

              (b) The Board of Directors (the "Board" which term shall include
an authorized committee of the Board of Directors) and shareholders of the
Company have heretofore adopted a 1999 Incentive Stock Plan (the "Plan"),
pursuant to which this Option is being granted.

              (c) The Board has authorized the granting to Optionee of an
incentive stock option ("Option") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, (the "Code") to purchase shares of common
stock of the Company ("Stock") upon the terms and conditions hereinafter stated
and pursuant to an exemption from registration under the Securities Act of 1933,
as amended (the "Securities Act") provided by Rule 701 thereunder.

      3. Shares; Price. The Company hereby grants to Optionee the right to
         --------------
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their sole and absolute discretion) at the price per Share set forth in
Section 1(d) above (the "Exercise Price"), such price being not less than the
fair market value per share of the Shares covered by this Option as of the date
hereof (unless Optionee is the owner of Stock possessing ten percent or more of
the total voting power or value of all outstanding Stock of the Company, in
which case the Exercise Price shall be no less than 110% of the fair market
value of such Stock).

      4. Term of Option; Continuation of Employment. This Option shall expire,
         -------------------------------------------
and all rights hereunder to purchase the Shares shall terminate, five (5) years
from the date hereof. This Option shall earlier terminate subject to Sections 7
and 8 hereof upon, and as of the date of, the termination of Optionee's
employment if such termination occurs prior to the end of such five year period.
Nothing contained herein shall confer upon Optionee the right to the
continuation of his or her employment by the Company or to interfere with the
right of the Company to terminate such employment or to increase or decrease
the compensation of Optionee from the rate in existence at the date hereof.

       5. Vesting of Option.  Subject to the  provisions  of Sections 7 and 8
          ------------------
hereof,  this  Option  shall  become  exercisable according to the following
terms:        Shares at               ,  2000, and        shares at        ,
      -------           --------------             ------           -------
2001. [List additional vesting schedules]  The installments shall be
cumulative (i.e., this option may be



                                       13

<PAGE>

exercised, as to any or all Shares covered by an installment, at any time or
times after an installment becomes exercisable and until expiration or
termination of this option).

         6. Exercise. This Option shall be exercised by delivery to the Company
            ---------
of (a) written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of
Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the
amount of the Exercise Price of the Shares covered by the notice (or such other
consideration as has been approved by the Board of Directors consistent with the
Plan) and (c) a written investment representation as provided for in Section 13
hereof. This Option shall not be assignable or transferable, except by will or
by the laws of descent and distribution, and shall be exercisable only by
Optionee during his or her lifetime, except as provided in Section 8 hereof.

         7. Termination of Employment. If Optionee shall cease to be employed by
            --------------------------
the Company for any reason, whether voluntarily or involuntarily, other than by
his or her death, Optionee (or if the Optionee shall die after such termination,
but prior to such exercise date, Optionee's personal representative or the
person entitled to succeed to the Option) shall have the right at any time
within three (3) months following such termination of employment or the
remaining term of this Option, whichever is the lesser, to exercise in whole or
in part this Option to the extent, but only to the extent, that this Option was
exercisable as of the date of termination of employment and had not previously
been exercised; provided, however:

         (i) if Optionee is permanently disabled (within the meaning of Section
         22(e)(3) of the Code) at the time of termination, the foregoing three
         (3) month period shall be extended to one (1) year; or (ii) if Optionee
         is terminated "for cause" as that term is defined under Section 2922 of
         the California Labor Code and case law related thereto, or by the terms
         of the Plan or this Option Agreement or by any employment agreement
         between the Optionee and the Company, this Option shall automatically
         terminate as to all Shares covered by this Option not exercised prior
         to termination.

Unless earlier terminated, all rights under this Option shall terminate in any
event on the expiration date of this Option as defined in Section 4 hereof.

         8. Death of Optionee. If the Optionee shall die while in the employ of
            ------------------
the Company, Optionee's personal representative or the person entitled to
Optionee's rights hereunder may at any time within one (1) year after the date
of Optionee's death, or during the remaining term of this Option, whichever is
the lesser, exercise this Option and purchase Shares to the extent, but only to
the extent, that Optionee could have exercised this Option as of the date of
Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee.

         9. No Rights as Shareholder. Optionee shall have no rights as a
            -------------------------
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of issuance of Shares following exercise of this
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.

         10. Recapitalization. Subject to any required action by the
             -----------------
shareholders of the Company, the number of Shares covered by this Option, and
the Exercise Price thereof, shall be proportionately adjusted for any increase
or decrease in the number of issued shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been "effected
without receipt of consideration by the Company."

             In the event of a proposed dissolution or liquidation of the
Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of
the Company (collectively, a "Reorganization"), unless otherwise provided by the
Board, this Option shall terminate immediately prior to such date as is
determined by the Board, which date shall be no later than the consummation of
such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to
do so, to substitute for any unexercised Option a stock option or capital stock
of such surviving of such surviving entity, as applicable, which on an equitable
basis shall provide the Optionee with substantially the same economic benefit as
such unexercised Option, then the Board may grant to such Optionee, in



                                       14

<PAGE>

its sole and absolute discretion and without obligation, the right for a period
commencing not later than thirty (30) days prior to and ending immediately prior
to the date determined by the Board pursuant hereto for termination of the
Option or during the remaining term of the Option, whichever is the lesser, to
exercise any unexpired Option or Options without regard to the installment
provisions of Section 5; provided, however, that such exercise shall be subject
to the consummation of such Reorganization.

             Subject to any required action by the shareholders of the Company,
if the Company shall be the surviving entity in any merger or consolidation,
this Option thereafter shall pertain to and apply to the securities to which a
holder of Shares equal to the Shares subject to this Option would have been
entitled by reason of such merger or consolidation, and the installment
provisions of Section 5 shall continue to apply.

             In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same number of shares of Stock with a par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Option.

             To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

             The grant of this Option shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve
or liquidate or to sell or transfer all or any part of its business or assets.

         11. Additional Consideration. Should the Internal Revenue Service
             -------------------------
determine that the Exercise Price established by the Board as the fair market
value per Share is less than the fair market value per Share as of the date of
Option grant, Optionee hereby agrees to tender such additional consideration, or
agrees to tender upon exercise of all or a portion of this Option, such fair
market value per Share as is determined by the Internal Revenue Service.

         12. Modification, Extension and Renewal of Options. The Board or
             -----------------------------------------------
Committee, as described in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, Sections 422 and
424(h) of the Code and Section 260.140.41 of the Corporate Securities Rules of
the California Corporations Commissioner. Notwithstanding the foregoing
provisions of this Section 12, no modification shall, without the consent of the
Optionee, alter to the Optionee's detriment or impair any rights of Optionee
hereunder.

         13. Investment Intent; Restrictions on Transfer.
             --------------------------------------------

             (a) Optionee represents and agrees that if Optionee exercises this
Option in whole or in part, Optionee will in each case acquire the Shares upon
such exercise for the purpose of investment and not with a view to, or for
resale in connection with, any distribution thereof; and that upon such exercise
of this Option in whole or in part, Optionee (or any person or persons entitled
to exercise this Option under the provisions of Sections 7 and 8 hereof) shall
furnish to the Company a written statement to such effect, satisfactory to the
Company in form and substance. If the Shares represented by this Option are
registered under the Securities Act, either before or after the exercise of this
Option in whole or in part, the Optionee shall be relieved of the foregoing
investment representation and agreement and shall not be required to furnish the
Company with the foregoing written statement.

             (b) Optionee further represents that Optionee has had access to the
financial statements or books and records of the Company, has had the
opportunity to ask questions of the Company concerning its business, operations
and financial condition, and to obtain additional information reasonably
necessary to verify the accuracy of such information.



                                       15

<PAGE>

             (c) Unless and until the Shares represented by this Option are
registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any
certificate for any securities issued pursuant to any stock split, share
reclassification, stock dividend or other similar capital event shall bear
legends in substantially the following form:

             "THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED
             UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER
             THE APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE
             SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
             PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
             UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY
             STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM."

             "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
             PURSUANT TO THAT CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED
             ___________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE
             TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE
             COMPANY UNDER CERTAIN CONDITIONS."

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

         14. Effects of Early Disposition. Optionee understands that if an
             -----------------------------
Optionee disposes of shares acquired hereunder within two (2) years after the
date of this Option or within one (1) year after the date of issuance of such
shares to Optionee, such Optionee will be treated for income tax purposes as
having received ordinary income at the time of such disposition of an amount
generally measured by the difference between the purchase price and the fair
market value of such stock on the date of exercise, subject to adjustment for
any tax previously paid, in addition to any tax on the difference between the
sales price and Optionee's adjusted cost basis in such shares. The foregoing
amount may be measured differently if Optionee is an officer, director or ten
percent holder of the Company. Optionee agrees to notify the Company within ten
(10) working days of any such disposition.

         15. Stand-off Agreement. Optionee agrees that in connection with any
             --------------------
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of at least
one year following the effective date of registration of such offering.

         16. Restriction Upon Transfer. The Shares may not be sold, transferred
             --------------------------
or otherwise disposed of and shall not be pledged or otherwise hypothecated by
the Optionee except as hereinafter provided.

             (a) Repurchase Right on Termination Other Than for Cause. For the
                 -----------------------------------------------------
purposes of this Section, a "Repurchase Event" shall mean an occurrence of one
of (i) termination of Optionee's employment by the Company, voluntary or
involuntary and with or without cause; (ii) retirement or death of Optionee;
(iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the
date on which a voluntary or involuntary petition in bankruptcy is filed with a
court of competent jurisdiction; (iv) dissolution of the marriage of Optionee,
to the extent that any of the Shares are allocated as the sole and separate
property of Optionee's spouse pursuant thereto (in which case this Section shall
only apply to the Shares so affected); or (v) any attempted transfer by the
Optionee of Shares, or any interest therein, in violation of this Agreement.
Upon the occurrence of a Repurchase Event, the Company shall have the right (but
not an obligation) to repurchase all or any portion of the Shares of Optionee at
a price equal to the fair market value of the Shares (determined in accordance
with Section 260.140.50 of the Rules of the California Commissioner of
Corporations) as of the date of the Repurchase Event.

             (b) Repurchase Right on Termination for Cause. In the event
                 ------------------------------------------
Optionee's employment is terminated by the Company "for cause", then the Company
shall have the right (but not an obligation) to repurchase



                                       16

<PAGE>

Shares of Optionee at a price equal to the Exercise Price. Such right of the
Company to repurchase Shares shall apply to 100% of the Shares for one (1) year
from the date of this Agreement; and shall thereafter lapse at the rate of
twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion
of the Board and without obligation, to repurchase upon termination for cause
all or any portion of the Shares of Optionee, at a price equal to the fair value
of the Shares as of the date of termination, which right is not subject to the
foregoing lapsing of rights. In the event the Company elects to repurchase the
Shares, the stock certificates representing the same shall forthwith be returned
to the Company for cancellation.

             (c) Exercise of Repurchase Right. Any Repurchase Right under
                 -----------------------------
Paragraphs 16(a) or 16(b) shall be exercised by giving notice of exercise as
provided herein to Optionee or the estate of Optionee, as applicable. Such right
shall be exercised, and the repurchase price thereunder shall be paid, by the
Company within a ninety (90) day period beginning on the date of notice to the
Company of the occurrence of such Repurchase Event (except in the case of
termination of employment or retirement, where such option period shall begin
upon the occurrence of the Repurchase Event). Such repurchase price shall be
payable only in the form of cash (including a check drafted on immediately
available funds) or cancellation of purchase money indebtedness of the Optionee
for the Shares. If the Company can not purchase all such Shares because it is
unable to meet the financial tests set forth in sections 500 and 501 of the
California Corporations Code, the Company shall have the right to purchase as
many Shares as it is permitted to purchase under such sections. Any Shares not
purchased by the Company hereunder shall no longer be subject to the provisions
of this Section 16.

             (d) Right of First Refusal. In the event Optionee desires to
                 -----------------------
transfer any Shares during his or her lifetime, Optionee shall first offer to
sell such Shares to the Company. Optionee shall deliver to the Company written
notice of the intended sale, such notice to specify the number of Shares to be
sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase
the offered Shares upon the same terms and conditions. To exercise such option,
the Company shall give notice of that fact to Optionee within the thirty (30)
day notice period and agree to pay the purchase price in the manner provided in
the notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Optionee shall be under no obligation to sell any of
the offered Shares to the Company, but may dispose of such Shares in any lawful
manner during a period of one hundred and eighty (180) days following the end of
such notice period, except that Optionee shall not sell any such Shares to any
other person at a lower price or upon more favorable terms than those offered to
the Company.

             (e) Acceptance of Restrictions. Acceptance of the Shares shall
                 ---------------------------
constitute the Optionee's agreement to such restrictions and the legending of
his/her certificates with respect thereto. Notwithstanding such restrictions,
however, so long as the Optionee is the holder of the Shares, or any portion
thereof, he or she shall be entitled to receive all dividends declared on and to
vote the Shares and to all other rights of a shareholder with respect thereto.

             (f) Permitted Transfers. Notwithstanding any provisions in this
                 --------------------
Section 16 to the contrary, the Optionee may transfer Shares subject to this
Agreement to his or her parents, spouse, children, or grandchildren, or a trust
for the benefit of the Optionee or any such transferee(s); provided, that such
permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
------- --------
of Section 16(a) wherein the permitted transfer shall be deemed to be
rescinded); and provided further, that notwithstanding any other provisions in
this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the Company.

             (g) Release of Restrictions on Shares. All other restrictions under
                 ----------------------------------
this Section 16 shall terminate five (5) years following the date of this
Agreement, or when the Company's securities are publicly traded, whichever
occurs earlier.


         17. Notices. Any notice required to be given pursuant to this Option or
             --------
the Plan shall be in writing and shall be deemed to be delivered upon
receipt or, in the case of notices by the Company, five (5) days after deposit
in the U.S. mail, postage prepaid, addressed to Optionee at the address last
provided to the Company by Optionee for his or her employee records.



                                       17

<PAGE>

         18. Agreement Subject to Plan; Applicable Law. This Option is made
             ------------------------------------------
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Option has been granted, executed and delivered in the State of California, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.

             IN WITNESS WHEREOF, the parties hereto have executed this Option as
of the date first above written.

                                        1GLOBALPLACE, INC.


                                        By:
                                           ------------------------------

                                           ----------------------------
                                               Optionee

             (one of the following, as appropriate, shall be signed)
             -------------------------------------------------------

I certify that as of the date hereof        By his  or her  signature, the
I am unmarried                              spouse  of Optionee hereby agrees
                                            to be bound by the provisions of the
                                            foregoing INCENTIVE STOCK OPTION
                                            AGREEMENT


--------------------------          -----------------------------------
        Optionee                               Spouse of Optionee



                                       18

<PAGE>

                              Appendix A
                          NOTICE OF EXERCISE


1GLOBALPLACE, INC.
2629 Manhattan Ave., PMB 292
Hermosa Beach, CA  90254

                          Re: Incentive Stock Option

             Notice is hereby given pursuant to Section 6 of my Incentive Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

             Incentive Stock Option Agreement dated:
                                                    -------------------

             Number of shares being purchased:
                                                    -------------------

             Exercise Price:                             $
                                                          ----------------

             A check in the amount of the aggregate price of the shares being
purchased is attached.

             I hereby confirm that such shares are being acquired by me for my
own account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock
for a period of at least one year from the date of exercise and two years from
the date of grant of the Option.

             I understand that the certificate representing the Option Shares
will bear a restrictive legend within the contemplation of the Securities Act
and as required by such other state or federal law or regulation applicable to
the issuance or delivery of the Option Shares.

             I agree to provide to the Company such additional documents or
information as may be required pursuant to the Company's 1999 Incentive Stock
Plan.



                                  ----------------------------------
                                         (signature)


                                  ----------------------------------
                                         (name of Optionee)




                                    19

<PAGE>

                               1GLOBALPLACE, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT


         THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between 1GLOBALPLACE, INC.,
a Delaware corporation (the "Company"), and the employee of the Company named in
Section 1(b) ("Optionee").

         In consideration of the covenants herein set forth, the parties hereto
agree as follows:

         1. Option Information.
            ------------------
             (a) Date of Option:

             (b) Optionee:

             (c) Number of Shares:

             (d) Exercise Price:

         2. Acknowledgements.
            ----------------
             (a) Optionee is an employee of the Company.

             (b) The Board of Directors (the "Board" which term shall include an
authorized committee of the Board of Directors) and shareholders of the Company
have heretofore adopted a 1999 Incentive Stock Plan (the "Plan"), pursuant to
which this Option is being granted; and

             (c) The Board has authorized the granting to Optionee of a
nonstatutory stock option ("Option") to purchase shares of common stock of the
Company ("Stock") upon the terms and conditions hereinafter stated and pursuant
to an exemption from registration under the Securities Act of 1933, as amended
(the "Securities Act") provided by Rule 701 thereunder.

         3. Shares; Price. The Company hereby grants to Optionee the right to
            -------------
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or
other consideration as is authorized under the Plan and acceptable to the Board
of Directors of the Company, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price"), such price
being not less than 85% of the fair market value per share of the Shares covered
by this Option as of the date hereof (unless Optionee is the owner of Stock
possessing ten percent or more of the total voting power or value of all
outstanding Stock of the Company, in which case the Exercise Price shall be no
less than 110% of the fair market value of such Stock.

         4. Term of Option; Continuation of Service. This Option shall expire,
            ---------------------------------------
and all rights hereunder to purchase the Shares shall terminate, five (5) years
from the date hereof. This Option shall earlier terminate subject to Sections 7
and 8 hereof upon, and as of the date of, the termination of Optionee's
employment if such termination occurs prior to the end of such five year period.
Nothing contained herein shall confer upon Optionee the right to the
continuation of his or her employment by the Company or to interfere with the
right of the Company to terminate such employment or to increase or decrease the
compensation of Optionee from the rate in existence at the date hereof.

         5. Vesting of Option. Subject to the provisions of Sections 7 and 8
            -----------------
herof, vested as of
                    ----------------------------------------.

         6. Exercise. This Option shall be exercised by delivery to the Company
            --------
of (a) written notice of



                                       20

<PAGE>

exercise stating the number of Shares being purchased (in whole shares
only) and such other information set forth on the form of Notice of Exercise
attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise
Price of the Shares covered by the notice (or such other consideration as has
been approved by the Board of Directors consistent with the Plan) and (c) a
written investment representation as provided for in Section 13 hereof. This
Option shall not be assignable or transferable, except by will or by the laws of
descent and distribution, and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

         7. Termination of Employment. If Optionee shall cease to be employed by
            -------------------------
the Company for any reason, whether voluntarily or involuntarily, other than by
his or her death, Optionee (or if the Optionee shall die after such termination,
but prior to such exercise date, Optionee's personal representative or the
person entitled to succeed to the Option) shall have the right at any time
within three (3) months following such termination of employment or the
remaining term of this Option, whichever is the lesser, to exercise in whole or
in part this Option to the extent, but only to the extent, that this Option was
exercisable as of the date of termination of employment and had not previously
been exercised; provided, however:

                   (i) if Optionee is permanently disabled (within the meaning
of Section 22(e)(3) of the Code) at the time of termination, the foregoing three
(3) month period shall be extended to one (1) year; or (ii) if Optionee is
terminated "for cause" as that term is defined under Section 2922 of the
California Labor Code and case law related thereto, or by the terms of the Plan
or this Option Agreement or by any employment agreement between the Optionee and
the Company, this Option shall automatically terminate as to all Shares covered
by this Option not exercised prior to termination.

Unless earlier terminated, all rights under this Option shall terminate in any
event on the expiration date of this Option as defined in Section 4 hereof.

         8. Death of Optionee. If the Optionee shall die while in the employ of
            -----------------
the Company, Optionee's personal representative or the person entitled to
Optionee's rights hereunder may at any time within six one (1) year after the
date of Optionee's death, or during the remaining term of this Option, whichever
is the lesser, exercise this Option and purchase Shares to the extent, but only
to the extent, that Optionee could have exercised this Option as of the date of
Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee.

         9. No Rights as Shareholder. Optionee shall have no rights as a
            ------------------------
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of issuance of the Shares following exercise of this
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.

         10. Recapitalization. Subject to any required action by the
             ----------------
shareholders of the Company, the number of Shares covered by this Option, and
the Exercise Price thereof, shall be proportionately adjusted for any increase
or decrease in the number of issued shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been "effected
without receipt of consideration by the Company".

         In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the Board, this
Option shall terminate immediately prior to such date as is determined by the
Board, which date shall be no later than the consummation of such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer, for which it has no obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity, as applicable, which on an equitable basis
shall provide the Optionee with substantially the same economic benefit as such
unexercised Option, then the Board may grant to such Optionee, in its sole and
absolute discretion and without obligation, the right for a period commencing
not later than thirty (30) days prior to and ending immediately prior to the
date determined by the Board pursuant hereto for termination of the Option or
during the remaining term of the Option, whichever is the lesser, to exercise
any unexpired Option or Options without regard to the installment provisions of
Section 5; provided, however, that such exercise shall be subject to the
consummation of such Reorganization.



                                       21

<PAGE>

         Subject to any required action by the shareholders of the Company, if
the Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such merger or consolidation, and the installment provisions of
Section 5 shall continue to apply.

         In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same number of shares of Stock with a par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Option.

         To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

         The grant of this Option shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve
or liquidate or to sell or transfer all or any part of its business or assets.

         11. Taxation upon Exercise of Option. Optionee understands that, upon
             --------------------------------
exercise of this Option, Optionee will recognize income, for Federal and state
income tax purposes, in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make a cash payment to cover such liability as a
condition of the exercise of this Option.

         12. Modification, Extension and Renewal of Options. The Board or
             ----------------------------------------------
Committee, as described in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, the Code and
Section 260.140.41 of the Corporate Securities Rules of the California
Corporations Commissioner. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder.

         13. Investment Intent; Restrictions on Transfer.
             -------------------------------------------

             (a) Optionee represents and agrees that if Optionee exercises this
Option in whole or in part, Optionee will in each case acquire the Shares upon
such exercise for the purpose of investment and not with a view to, or for
resale in connection with, any distribution thereof; and that upon such exercise
of this Option in whole or in part, Optionee (or any person or persons entitled
to exercise this Option under the provisions of Sections 7 and 8 hereof) shall
furnish to the Company a written statement to such effect, satisfactory to the
Company in form and substance. If the Shares represented by this Option are
registered under the Securities Act, either before or after the exercise of this
Option in whole or in part, the Optionee shall be relieved of the foregoing
investment representation and agreement and shall not be required to furnish the
Company with the foregoing written statement.

             (b) Optionee further represents that Optionee has had access to the
financial statements or books and records of the Company, has had the
opportunity to ask questions of the Company concerning its business, operations
and financial condition, and to obtain additional information reasonably
necessary to verify the accuracy of such information.



                                       22

<PAGE>

             (c) Unless and until the Shares represented by this Option are
registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any
certificate for any securities issued pursuant to any stock split, share
reclassification, stock dividend or other similar capital event shall bear
legends in substantially the following form:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
         THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE
         APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR
         ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
         DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR
         ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO
         EXEMPTIONS THEREFROM."

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
         TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________
         BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF
         THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER
         CERTAIN CONDITIONS."

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

         14. Stand-off Agreement. Optionee agrees that, in connection with any
             -------------------
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of at least
one year following the effective date of registration of such offering.

         15. Restriction Upon Transfer. The Shares may not be sold, transferred
             -------------------------
or otherwise disposed of and shall not be pledged or otherwise hypothecated by
the Optionee except as hereinafter provided.

             (a) Repurchase Right on Termination Other Than for Cause. For the
                 ----------------------------------------------------
purposes of this Section, a "Repurchase Event" shall mean an occurrence of one
of (i) termination of Optionee's employment by the Company, voluntary or
involuntary and with or without cause; (ii) retirement or death of Optionee;
(iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the
date on which a voluntary or involuntary petition in bankruptcy is filed with a
court of competent jurisdiction; (iv) dissolution of the marriage of Optionee,
to the extent that any of the Shares are allocated as the sole and separate
property of Optionee's spouse pursuant thereto (in which case, this Section
shall only apply to the Shares so affected); or (v) any attempted transfer by
the Optionee of Shares, or any interest therein, in violation of this Agreement.
Upon the occurrence of a Repurchase Event, the Company shall have the right (but
not an obligation) to repurchase all or any portion of the Shares of Optionee at
a price equal to the fair value of the Shares (determined in accordance with
Section 260.140.50 of the Rules of the California Commissioner of Corporations)
as of the date of the Repurchase Event.

             (b) Repurchase Right on Termination for Cause. In the event
                 -----------------------------------------
Optionee's employment is terminated by the Company "for cause", then the Company
shall have the right (but not an obligation) to repurchase Shares of Optionee at
a price equal to the Exercise Price. Such right of the Company to repurchase
Shares shall apply to 100% of the Shares for one (1) year from the date of this
Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the
Shares on each anniversary of the date of this Agreement. In addition, the
Company shall have the right, in the sole discretion of the Board and without
obligation, to repurchase upon termination for cause all or any portion of the
Shares of Optionee, at a price equal to the fair market value of the Shares as
of the date of termination, which right is not subject to the foregoing lapsing
of rights. In the event the Company elects to repurchase the Shares, the stock
certificates representing the same shall forthwith be returned to the Company
for cancellation.



                                       23

<PAGE>

             (c) Exercise of Repurchase Right. Any Repurchase Right under
                 ----------------------------
Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as
provided herein to Optionee or the estate of Optionee, as applicable. Such right
shall be exercised, and the repurchase price thereunder shall be paid, by the
Company within a ninety (90) day period beginning on the date of notice to the
Company of the occurrence of such Repurchase Event (except in the case of
termination of employment or retirement, where such option period shall begin
upon the occurrence of the Repurchase Event). Such repurchase price shall be
payable only in the form of cash (including a check drafted on immediately
available funds) or cancellation of purchase money indebtedness of the Optionee
for the Shares. If the Company can not purchase all such Shares because it is
unable to meet the financial tests set forth in sections 500 and 501 of the
California Corporations Code, the Company shall have the right to purchase as
many Shares as it is permitted to purchase under such sections. Any Shares not
purchased by the Company hereunder shall no longer be subject to the provisions
of this Section 15.

             (d) Right of First Refusal. In the event Optionee desires to
                 ----------------------
transfer any Shares during his or her lifetime, Optionee shall first offer to
sell such Shares to the Company. Optionee shall deliver to the Company written
notice of the intended sale, such notice to specify the number of Shares to be
sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase
the offered Shares upon the same terms and conditions. To exercise such option,
the Company shall give notice of that fact to Optionee within the thirty (30)
day notice period and agree to pay the purchase price in the manner provided in
the notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Optionee shall be under no obligation to sell any of
the offered Shares to the Company, but may dispose of such Shares in any lawful
manner during a period of one hundred and eighty (180) days following the end of
such notice period, except that Optionee shall not sell any such Shares to any
other person at a lower price or upon more favorable terms than those offered to
the Company.

             (e) Acceptance of Restrictions. Acceptance of the Shares shall
                 --------------------------
constitute the Optionee's agreement to such restrictions and the legending of
his/her certificates with respect hereto. Notwithstanding such restrictions,
however, so long as the Optionee is the holder of the Shares, or any portion
thereof, he or she shall be entitled to receive all dividends declared on and to
vote the Shares and to all other rights of a shareholder with respect thereto.

             (f) Permitted Transfers. Notwithstanding any provisions in this
                 -------------------
Section 15 to the contrary, the Optionee may transfer Shares subject to this
Agreement to his or her parents, spouse, children, or grandchildren, or a trust
for the benefit of the Optionee or any such transferee(s); provided, that such
permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
------- --------
of Section 15(a) wherein the permitted transfer shall be deemed to be
rescinded); and provided further, that notwithstanding any other provisions in
this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the Company.

             (g) Release of Restrictions on Shares. All other restrictions under
                 ---------------------------------
this Section 15 shall terminate five (5) years following the date of this
Agreement, or when the Company's securities are publicly traded, whichever
occurs earlier.

         16. Notices. Any notice required to be given pursuant to this Option or
             -------
the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the
U.S. mail, postage prepaid, addressed to Optionee at the address last provided
by Optionee for his or her employee records.

         17. Agreement Subject to Plan; Applicable Law. This Option is made
             -----------------------------------------
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Option has been granted, executed and delivered in the State of California, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.



                                       24

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Option as of
the date first above written.

                                           1GLOBALPLACE, INC.


                                           By:__________________________________


                                           -------------------------------------
                                                                  Optionee

                         (one of the following, as appropriate, shall be signed)

I certify that as of                   By his or her signature, the spouse of
the date hereof I am                   Optionee hereby agrees to be bound by
unmarried                              the provisions of the foregoing
                                       NONSTATUTORY STOCK
                                       OPTION AGREEMENT


--------------------------             -----------------------------------
         Optionee                               Spouse of Optionee



                                       25

<PAGE>

                                   Appendix A

                               NOTICE OF EXERCISE

1GLOBALPLACE, INC.
2629 Manhattan Ave., PMB 292
Hermosa Beach, CA  90254


                          Re: Nonstatutory Stock Option

         Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

         Nonstatutory Stock Option Agreement dated:  ___________________

         Number of shares being purchased: ___________________

         Exercise Price:                             $__________________

         A check in the amount of the aggregate price of the shares being
purchased is attached.

         I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.

         I understand that the certificate representing the Option Shares will
bear a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

         Further, I understand that, as a result of this exercise of rights, I
will recognize income in an amount equal to the amount by which the fair market
value of the Shares exceeds the exercise price. I agree to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the withholding and corresponding deduction to the Company for its
income tax purposes.

         I agree to provide to the Company such additional documents or
information as may be required pursuant to the Company's 1999 Incentive Stock
Plan.

                                             ----------------------------------
                                                      (signature)

                                             ----------------------------------
                                                      (name of Optionee)




                                       26

<PAGE>

                             1GLOBALPLACE, INC.

                   NONSTATUTORY STOCK OPTION AGREEMENT

         THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between 1GLOBALPLACE, INC.,
a Delaware corporation (the "Company"), and the Director of the Company named in
Section 1(b) ("Optionee").

         In consideration of the covenants herein set forth, the parties hereto
agree as follows:

         1. Option Information.
            -------------------

             (a) Date of Option:

             (b) Optionee:

             (c) Number of Shares:

             (d) Exercise Price:

         2. Acknowledgements.
            -----------------
             (a) Optionee is a director of the Company.

             (b) The Board of Directors (the "Board" which term shall include an
authorized committee of the Board of Directors) and shareholders of the Company
have heretofore adopted a 1999 Incentive Stock Plan (the "Plan"), pursuant to
which this Option is being granted; and

             (c) The Board has authorized the granting to Optionee of a
nonstatutory stock option ("Option") to purchase shares of common stock of the
Company ("Stock") upon the terms and conditions hereinafter stated and pursuant
to an exemption from registration under the Securities Act of 1933, as amended
(the "Securities Act") provided by Rule 701 thereunder.

         3. Shares; Price. The Company hereby grants to Optionee the right to
            --------------
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their sole and absolute discretion) at the price per Share set forth in
Section 1(d) above (the "Exercise Price"), such price being not less than 85% of
the fair market value per share of the Shares covered by this Option as of the
date hereof (unless Optionee is the owner of Stock possessing ten percent or
more of the total voting power or value of all outstanding Stock of the Company,
in which case the Exercise Price shall be no less than 110% of the fair market
value of such Stock).

         4. Term of Option; Continuation of Service. This Option shall expire,
            ----------------------------------------
and all rights hereunder to purchase the Shares shall terminate seven (7) years
from the date hereof. Nothing contained herein shall be construed to interfere
in any way with the right of the Company or its shareholders to remove or not
elect Optionee as a Director of the Company, or to increase or decrease the
compensation of Directors from the rate in effect at the date hereof.

         5. Vesting of Option. Subject to the provisions of Sections 7 and 8
            ------------------
hereof, this Option shall become exercisable during the term that Optionee
serves as a Director of the Company in four (4) equal annual installments of
twenty-five percent (25%) of the Shares covered by this Option, the first
installment to be exercisable on the first anniversary of the date of this
Option, with an additional twenty-five percent (25%) of such Shares becoming
exercisable on each of the three (3) successive anniversary dates. The
installments shall be cumulative (i.e., this option may be exercised, as to any
or all shares covered by an installment, at any time or times after an
installment becomes exercisable and until expiration or termination of this
Option).



                                     27

<PAGE>

         6. Exercise. This Option shall be exercised by delivery to the Company
            --------
of (a) written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of
Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the
amount of the Exercise Price of the Shares covered by the notice (or such other
consideration as has been approved by the Board of Directors consistent with the
Plan) and (c) a written investment representation as provided for in Section 13
hereof. This Option shall not be assignable or transferable, except by will or
by the laws of descent and distribution, and shall be exercisable only by
Optionee during his or her lifetime.

         7.   Termination of Service. If Optionee shall cease to serve as a
              -----------------------
Director of the Company for any reason, no further installments shall vest
pursuant to Section 5, and the maximum number of Shares that Optionee may
purchase pursuant hereto shall be limited to the number of Shares that were
vested as of the date Optionee ceases to be a Director (to the nearest whole
Share). Thereupon, Optionee shall have the right to exercise this Option, at any
time during the remaining term hereof, to the extent, but only to the extent,
that this Option was exercisable as of the date Optionee ceases to be a
Director; provided, however, if Optionee is removed as a Director pursuant to
Section 302 or 304 of the California Corporations Code, the foregoing right to
exercise shall automatically terminate on the date Optionee ceases to be a
Director as to all Shares covered by this Option not exercised prior to
termination. Unless earlier terminated, all rights under this Option shall
terminate in any event on the expiration date of this Option as defined in
Section 4 hereof.

         8. Death of Optionee. If the Optionee shall die while a Director of the
            ------------------
Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time within one (1) year after the date of
Optionee's death, or during the remaining term of this Option, whichever is the
lesser, exercise this Option and purchase Shares to the extent, but only to the
extent, that Optionee could have exercised this Option as of the date of
Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee.

         9.   No Rights as Shareholder. Optionee shall have no rights as a
              -------------------------
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of issuance of the Shares following exercise of this
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 7 hereof.

         10.  Recapitalization. Subject to any required action by the
              -----------------
shareholders of the Company, the number of Shares covered by this Option, and
the Exercise Price thereof, shall be proportionately adjusted for any increase
or decrease in the number of issued shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been "effected
without receipt of consideration by the Company".

         In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), this Option shall terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board; provided, however, if Optionee shall be a Director at the time such
Reorganization is approved by the stockholders, Optionee shall have the right to
exercise this Option as to all or any part of the Shares, without regard to the
installment provisions of Section 5, for a period commencing not later than 30
days prior to the consummation of such Reorganization and ending as of the
Reorganization or the expiration of this Option, whichever is earlier, subject
to the consummation of the Reorganization. In any event, the Company shall
notify Optionee, at least 30 days prior to the consummation of such
Reorganization, of his or her exercise rights, if any, and that the Option shall
terminate upon the consummation of the Reorganization.

         Subject to any required action by the shareholders of the Company, if
the Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such merger or consolidation, and the installment provisions of
Section 5 shall continue to apply.

         In the event of a change in the shares of the Company as presently
constituted, which is limited to a change



                                    28

<PAGE>

of all of its authorized Stock without par value into the same number of shares
of Stock with a par value, the shares resulting from any such change shall be
deemed to be the Shares within the meaning of this Option.

         To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

         The grant of this Option shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve
or liquidate or to sell or transfer all or any part of its business or assets.

         11.  Taxation upon Exercise of Option. Optionee understands that, upon
              --------------------------------
exercise of this Option, Optionee will recognize income, for Federal and state
income tax purposes, in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make a cash payment to cover such liability as a
condition of the exercise of this Option.

         12.  Modification, Extension and Renewal of Options. The Board or
              -----------------------------------------------
Committee, as described in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, the Code and
Section 260.140.41 of the Corporate Securities Rules of the California
Corporations Commissioner. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder.



                                     29

<PAGE>

         13. Investment Intent; Restrictions on Transfer.
             --------------------------------------------

             (a) Optionee represents and agrees that if Optionee exercises this
Option in whole or in part, Optionee will in each case acquire the Shares upon
such exercise for the purpose of investment and not with a view to, or for
resale in connection with, any distribution thereof; and that upon such exercise
of this Option in whole or in part, Optionee (or any person or persons entitled
to exercise this Option under the provisions of Sections 7 and 8 hereof) shall
furnish to the Company a written statement to such effect, satisfactory to the
Company in form and substance. If the Shares represented by this Option are
registered under the Securities Act, either before or after the exercise of this
Option in whole or in part, the Optionee shall be relieved of the foregoing
investment representation and agreement and shall not be required to furnish the
Company with the foregoing written statement.

             (b) Optionee further represents that Optionee has had access to the
financial statements or books and records of the Company, has had the
opportunity to ask questions of the Company concerning its business, operations
and financial condition, and to obtain additional information reasonably
necessary to verify the accuracy of such information.

             (c) Unless and until the Shares represented by this Option are
registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any
certificate for any securities issued pursuant to any stock split, share
reclassification, stock dividend or other similar capital event shall bear
legends in substantially the following form:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
         THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE
         APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR
         ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
         DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR
         ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO
         EXEMPTIONS THEREFROM."

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
         TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________
         BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF
         THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER
         CERTAIN CONDITIONS."

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

         14. Stand-off Agreement. Optionee agrees that, in connection with any
             --------------------
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of up to one
year following the effective date of registration of such offering.

         15. Restriction Upon Transfer. The Shares may not be sold, transferred
             --------------------------
or otherwise disposed of and shall not be pledged or otherwise hypothecated by
the Optionee except as hereinafter provided.

             (a) Repurchase Right on Termination Other Than by Removal. For the
                 ------------------------------------------------------
purposes of this Section, a "Repurchase Event" shall mean an occurrence of one
of (i) termination of Optionee's service as a director; (ii) death of Optionee;
(iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the
date on which a voluntary or involuntary petition in bankruptcy is filed with a
court of competent jurisdiction; (iv) dissolution of the marriage of Optionee,
to the extent that any of the Shares are allocated as the sole and separate
property of Optionee's spouse pursuant thereto (in which case, this Section
shall only apply to the Shares so affected); or (v) any attempted transfer by
the Optionee of Shares, or any interest therein, in violation of this Agreement.
Upon the occurrence of a Repurchase Event, and upon mutual agreement of the
Company and Optionee, the Company may repurchase all or any portion of the
Shares of Optionee at a price equal to the fair value of the Shares (determined
in



                                       30

<PAGE>

accordance with Section 260.140.50 of the Rules of the California Commissioner
of Corporations) as of the date of the Repurchase Event.

             (b) Repurchase Right on Removal. In the event Optionee is removed
                 ----------------------------
as a director pursuant to Section 302 or 304 of the California Corporations
Code, or Optionee voluntarily resigns as a director prior to the date upon which
the last installment of Shares becomes exercisable pursuant to Section 5, then
the Company shall have the right (but not an obligation) to repurchase Shares of
Optionee at a price equal to the Exercise Price. Such right of the Company to
repurchase Shares shall apply to 100% of the Shares for one (1) year from the
date of this Agreement; and shall thereafter lapse at the rate of twenty percent
(20%) of the Shares on each anniversary of the date of this Agreement. In
addition, the Company shall have the right, in the sole discretion of the Board
and without obligation, to repurchase upon removal or resignation all or any
portion of the Shares of Optionee, at a price equal to the fair value of the
Shares as of the date of such removal or resignation, which right is not subject
to the foregoing lapsing of rights. In the event the Company elects to
repurchase the Shares, the stock certificates representing the same shall
forthwith be returned to the Company for cancellation.

             (c) Exercise of Repurchase Right. Any Repurchase Right under
                 ----------------------------
Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as
provided herein to Optionee or the estate of Optionee, as applicable. Such right
shall be exercised, and the repurchase price thereunder shall be paid, by the
Company within a ninety (90) day period beginning on the date of notice to the
Company of the occurrence of such Repurchase Event (except in the case of
termination or cessation of services as director, where such option period shall
begin upon the occurrence of the Repurchase Event). Such repurchase price shall
be payable only in the form of cash (including a check drafted on immediately
available funds) or cancellation of purchase money indebtedness of the Optionee
for the Shares. If the Company can not purchase all such Shares because it is
unable to meet the financial tests set forth in sections 500 and 501 of the
California Corporations Code, the Company shall have the right to purchase as
many Shares as it is permitted to purchase under such sections. Any Shares not
purchased by the Company hereunder shall no longer be subject to the provisions
of this Section 15.

             (d) Right of First Refusal. In the event Optionee desires to
                 -----------------------
transfer any Shares during his or her lifetime, Optionee shall first offer to
sell such Shares to the Company. Optionee shall deliver to the Company written
notice of the intended sale, such notice to specify the number of Shares to be
sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase
the offered Shares upon the same terms and conditions. To exercise such option,
the Company shall give notice of that fact to Optionee within the thirty (30)
day notice period and agree to pay the purchase price in the manner provided in
the notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Optionee shall be under no obligation to sell any of
the offered Shares to the Company, but may dispose of such Shares in any lawful
manner during a period of one hundred and eighty (180) days following the end of
such notice period, except that Optionee shall not sell any such Shares to any
other person at a lower price or upon more favorable terms than those offered to
the Company.

             (e) Acceptance of Restrictions. Acceptance of the Shares shall
                 --------------------------
constitute the Optionee's agreement to such restrictions and the legending of
his/her certificates with respect thereto. Notwithstanding such restrictions,
however, so long as the Optionee is the holder of the Shares, or any portion
thereof, he or she shall be entitled to receive all dividends declared on and to
vote the Shares and to all other rights of a shareholder with respect thereto.

             (f) Permitted Transfers. Notwithstanding any provisions in this
                 --------------------
Section 15 to the contrary, the Optionee may transfer Shares subject to this
Agreement to his or her parents, spouse, children, or grandchildren, or a trust
for the benefit of the Optionee or any such transferee(s); provided, that such
permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
----------------
of Section 15(a) wherein the permitted transfer shall be deemed to be
rescinded); and provided further, that notwithstanding any other provisions in
this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the Company.

             (g) Release of Restrictions on Shares. All other restrictions under
                 ----------------------------------
this Section 15 shall



                                       31

<PAGE>

terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

         16. Notices. Any notice required to be given pursuant to this Option or
             --------
the Plan shall be in writing and shall be deemed to be delivered upon
receipt or, in the case of notices by the Company, five (5) days after deposit
in the U.S. mail, postage prepaid, addressed to Optionee at the address last
provided by Optionee for use in Company records related to Optionee.

         17. Agreement Subject to Plan; Applicable Law. This Option is made
             ------------------------------------------
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Option has been granted, executed and delivered in the State of California, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.

         IN WITNESS WHEREOF, the parties hereto have executed this Option as of
the date first above written.

                                          1GLOBALPLACE, INC.


                                          By:
                                             ------------------------


                                          ---------------------------
                                                    Optionee

           (one of the following, as appropriate, shall be signed)
           -------------------------------------------------------

I certify that as of                 By his or her signature, the spouse of the
the date hereof I am                      Optionee hereby agrees to be bound by
unmarried                                 the provisions of the foregoing
                                          NONSTATUTORY STOCK
                                          OPTION AGREEMENT


------------------------            -----------------------------------
       Optionee                                   Spouse of Optionee





                                   32

<PAGE>

                                   Appendix A
                              NOTICE OF EXERCISE



1GLOBALPLACE, INC.
2629 Manhattan Ave., PMB 292
Hermosa Beach, CA  90254



                              Re: Nonstatutory Stock Option

         Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

         Nonstatutory Stock Option Agreement dated:
                                                     -------------------

         Number of shares being purchased:
                                             ------------------------

         Exercise Price:                             $
                                                      ------------------

         A check in the amount of the aggregate price of the shares being
purchased is attached.

         I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.

         I understand that the certificate representing the Option Shares will
bear a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

         Further, I understand that, as a result of this exercise of rights, I
will recognize income in an amount equal to the amount by which the fair market
value of the Shares exceeds the exercise price. I agree to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the withholding and corresponding deduction to the Company for its
income tax purposes.

         I agree to provide to the Company such additional documents or
information as may be required pursuant to the Company's 1999 Incentive Stock
Plan.



                                      ---------------------------------
                                             (signature)


                                      ----------------------------------
                                             (name of Optionee)



                                     33

<PAGE>

                               1GLOBALPLACE, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT

         THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between 1GLOBALPLACE, INC.,
a Delaware corporation (the "Company"), and the consultant to the Company named
in Section 1(b) (herein, the "Optionee").

         In consideration of the covenants herein set forth, the parties hereto
agree as follows:

         1. Option Information.
            ------------------
             (a) Date of Option:

             (b) Optionee:

             (c) Number of Shares:

             (d) Exercise Price:

         2. Acknowledgements.
            ----------------

             (a) Optionee is an independent consultant to the Company, not an
employee;

             (b) The Board of Directors (the "Board" which term shall include an
authorized committee of the Board of Directors) and shareholders of the Company
have heretofore adopted a 1999 Incentive Stock Plan (the "Plan"), pursuant to
which this Option is being granted; and

             (c) The Board has authorized the granting to Optionee of a
nonstatutory stock option ("Option") to purchase shares of common stock of the
Company ("Stock") upon the terms and conditions hereinafter stated and pursuant
to an exemption from registration under the Securities Act of 1933, as amended
(the "Securities Act") provided by Rule 701 thereunder.

         3. Shares; Price. The Company hereby grants to Optionee the right to
            -------------
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their sole and absolute discretion) at the price per Share set forth in
Section 1(d) above (the "Exercise Price"), such price being not less than 85% of
the fair market value per share of the Shares covered by this Option as of the
date hereof (unless Optionee is the owner of Stock possessing ten percent or
more of the total voting power or value of all outstanding Stock of the Company,
in which case the Exercise Price shall be no less than 110% of the fair market
value of such Stock).

         4. Term of Option. This Option shall expire, and all rights hereunder
            --------------
to purchase the Shares, shall terminate [not to exceed 5] years from the date
hereof. Nothing contained herein shall be construed to interfere in any way with
the right of the Company to terminate Optionee as a consultant to the Company,
or to increase or decrease the compensation paid to Optionee from the rate in
effect as of the date hereof.

         5. Vesting of Option. Subject to the provisions of Sections 7 and 8
            -----------------
hereof, this Option shall become exercisable during the period that Optionee
serves as a consultant of the Company in equal annual installments, each
installment covering a fraction of the Shares, the numerator of which is one (1)
and the denominator of which is the number of years in the term of this Option
[not to exceed 5]. The first installment shall become exercisable on the first
-----------------
anniversary of the date of this Option, and an additional installment shall
become exercisable on each successive anniversary date during the term of this
Option, except the last such anniversary date. The final installment shall
become exercisable ninety days prior to the expiration of the term of this
Option. The installments shall be cumulative (i.e., this option may be
exercised, as to any or all shares covered by an installment, at any time



                                       34

<PAGE>

or times after an installment becomes exercisable and until expiration
or termination of this option).

         6. Exercise. This Option shall be exercised by delivery to the Company
            --------
of (a) written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of
Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the
amount of the Exercise Price of the Shares covered by the notice (or such other
consideration as has been approved by the Board of Directors consistent with the
Plan) and (c) a written investment representation as provided for in Section 13
hereof. This Option shall not be assignable or transferable, except by will or
by the laws of descent and distribution, and shall be exercisable only by
Optionee during his or her lifetime.

         7. Termination of Service. If Optionee's service as a consultant to the
            ----------------------
Company terminates for any reason, no further installments shall vest pursuant
to Section 5, and, other than in the case of termination as a result of
disability or death, Optionee shall have the right at any time within thirty
(30) days following such termination of services or the remaining term of this
Option, whichever is the lesser, to exercise in whole or in part this Option to
the extent, but only to the extent, that this Option was exercisable as of the
date Optionee ceased to be a consultant to the Company; provided, however, if
Optionee is terminated for reasons that would justify a termination of
employment "for cause" as contemplated by Section 2922 of the California Labor
Code and case law related thereto, the foregoing right to exercise shall
automatically terminate on the date Optionee ceases to be a consultant to the
Company as to all Shares covered by this Option not exercised prior to
termination. Unless earlier terminated, all rights under this Option shall
terminate in any event on the expiration date of this Option as defined in
Section 4 hereof.

         8. Death of Optionee. If the Optionee shall die or he/she becomes
            -----------------
permanently disabled (within the meaning of Section 22(e)(3) of the Code) while
serving as a consultant to the Company, Optionee or Optionee's personal
representative or the person entitled to Optionee's rights hereunder, as
applicable, may at any time within ninety (90) days after the date of Optionee's
death, or during the remaining term of this Option, whichever is the lesser,
exercise this Option and purchase Shares to the extent, but only to the extent,
that Optionee could have exercised this Option as of the date of Optionee's
death; provided, in any case, that this Option may be so exercised only to the
extent that this Option has not previously been exercised by Optionee.

         9. No Rights as Shareholder. Optionee shall have no rights as a
            ------------------------
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of the issuance of shares following exercise of this to
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.

         10. Recapitalization. Subject to any required action by the
             ----------------
shareholders of the Company, the number of Shares covered by this Option, and
the Exercise Price thereof, shall be proportionately adjusted for any increase
or decrease in the number of issued shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been "effected
without receipt of consideration by the Company."

         In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), this Option shall terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board; provided, however, if Optionee shall be a consultant at the time such
Reorganization is approved by the stockholders, Optionee shall have the right to
exercise this Option as to all or any part of the Shares, without regard to the
installment provisions of Section 5, for a period commencing not later than 30
days prior to the consummation of such Reorganization and ending as of the
Reorganization or the expiration of this Option, whichever is earlier, subject
to the consummation of the Reorganization. In any event, the Company shall
notify Optionee, at least 30 days prior to the consummation of such
Reorganization, of his/her exercise rights, if any, and that the Option shall
terminate upon the consummation of the Reorganization.

         Subject to any required action by the shareholders of the Company, if
the Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a


                                       35

<PAGE>

holder of Shares equal to the Shares subject to this



                                       36

<PAGE>
Option would have been entitled by reason of such merger or consolidation, and
the installment provisions of Section 5 shall continue to apply.

         In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same number of shares of Stock with a par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Option.

         To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

         The grant of this Option shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve
or liquidate or to sell or transfer all or any part of its business or assets.

         11. Taxation upon Exercise of Option. Optionee understands that, upon
             --------------------------------
exercise of this Option, Optionee will recognize income, for Federal and state
income tax purposes, in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make a cash payment to cover such liability as a
condition of the exercise of this Option.

         12. Modification, Extension and Renewal of Options. The Board or
             ----------------------------------------------
Committee, as described in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, the Code and
Section 260.140.41 of the Corporate Securities Rules of the California
Corporations Commissioner. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder.

         13. Investment Intent; Restrictions on Transfer.
             -------------------------------------------

             (a) Optionee represents and agrees that if Optionee exercises this
Option in whole or in part, Optionee will in each case acquire the Shares upon
such exercise for the purpose of investment and not with a view to, or for
resale in connection with, any distribution thereof; and that upon such exercise
of this Option in whole or in part, Optionee (or any person or persons entitled
to exercise this Option under the provisions of Sections 7 and 8 hereof) shall
furnish to the Company a written statement to such effect, satisfactory to the
Company in form and substance. If the Shares represented by this Option are
registered under the Securities Act, either before or after the exercise of this
Option in whole or in part, the Optionee shall be relieved of the foregoing
investment representation and agreement and shall not be required to furnish the
Company with the foregoing written statement.

             (b) Optionee further represents that Optionee has had access to the
financial statements or books and records of the Company, has had the
opportunity to ask questions of the Company concerning its business, operations
and financial condition, and to obtain additional information reasonably
necessary to verify the accuracy of such information, and further represents
that Optionee (either alone or in conjunction with his or her professional
advisers) has such experience and knowledge in investment, financial and
business matters in investments similar to the stock of the Company that
Optionee is capable of evaluating the merits and risks thereof and has the
capacity to protect his or her own interest in connection therewith.



                                       37

<PAGE>

             (c) Unless and until the Shares represented by this Option are
registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any
certificate for any securities issued pursuant to any stock split, share
reclassification, stock dividend or other similar capital event shall bear
legends in substantially the following form:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
         THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE
         APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR
         ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
         DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR
         ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO
         EXEMPTIONS THEREFROM."

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
         TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________
         BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF
         THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER
         CERTAIN CONDITIONS."

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

         14. Stand-off Agreement. Optionee agrees that, in connection with any
             -------------------
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of up to one
year following the effective date of registration of such offering.

         15. Restriction Upon Transfer. The Shares may not be sold, transferred
             -------------------------
or otherwise disposed of and shall not be pledged or otherwise hypothecated by
the Optionee except as hereinafter provided.

             (a) Repurchase Right on Termination Other Than for Cause. For the
                 ----------------------------------------------------
purposes of this Section, a "Repurchase Event" shall mean an occurrence of one
of (i) termination of Optionee's service as a consultant, voluntary or
involuntary and with or without cause; (ii) retirement or death of Optionee;
(iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the
date on which a voluntary or involuntary petition in bankruptcy is filed with a
court of competent jurisdiction; (iv) dissolution of the marriage of Optionee,
to the extent that any of the Shares are allocated as the sole and separate
property of Optionee's spouse pursuant thereto (in which case, this Section
shall only apply to the Shares so affected); or (v) any attempted transfer by
the Optionee of Shares, or any interest therein, in violation of this Agreement.
Upon the occurrence of a Repurchase Event, the Company shall have the right (but
not an obligation) to repurchase all or any portion of the Shares of Optionee at
a price equal to the fair value of the Shares (determined in accordance with
Section 260.140.50 of the Rules of the California Commissioner of Corporations)
as of the date of the Repurchase Event.

             (b) Repurchase Right on Termination for Cause. In the event
                 -----------------------------------------
Optionee's service as a consultant is terminated by the Company "for cause" (as
contemplated by Section 7), then the Company shall have the right (but not an
obligation) to repurchase Shares of Optionee at a price equal to the Exercise
Price. Such right of the Company to repurchase Shares shall apply to 100% of the
Shares for one (1) year from the date of this Agreement; and shall thereafter
lapse at the rate of twenty percent (20%) of the Shares on each anniversary of
the date of this Agreement. In addition, the Company shall have the right, in
the sole discretion of the Board and without obligation, to repurchase upon any
such termination of service for cause all or any portion of the Shares of
Optionee, at a price equal to the fair value of the Shares as of the date of
termination, which right is not subject to the foregoing lapsing of rights. In
the event the Company elects to repurchase the Shares, the stock certificates
representing the same shall forthwith be returned to the Company for
cancellation.

             (c) Exercise of Repurchase Right. Any repurchase right under
                 ----------------------------
Paragraphs 15(a) or 15(b)



                                       38

<PAGE>

shall be exercised by giving notice of exercise as provided herein to Optionee
or the estate of Optionee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination of services, where such
option period shall begin upon the occurrence of the Repurchase Event). Such
repurchase price shall be payable only in the form of cash (including a check
drafted on immediately available funds) or cancellation of purchase money
indebtedness of the Optionee for the Shares. If the Company can not purchase all
such Shares because it is unable to meet the tests set forth in sections 500 and
501 of the California Corporations Code, the Company shall have the right to
purchase as many Shares as it is permitted to purchase under such sections. Any
Shares not purchased by the Company hereunder shall no longer be subject to the
provisions of this Section 15.

             (d) Right of First Refusal. In the event Optionee desires to
                 ----------------------
transfer any Shares during his or her lifetime, Optionee shall first offer to
sell such Shares to the Company. Optionee shall deliver to the Company written
notice of the intended sale, such notice to specify the number of Shares to be
sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase
the offered Shares upon the same terms and conditions. To exercise such option,
the Company shall give notice of that fact to Optionee within the thirty (30)
day notice period and agree to pay the purchase price in the manner provided in
the notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Optionee shall be under no obligation to sell any of
the offered Shares to the Company, but may dispose of such Shares in any lawful
manner during a period of one hundred and eighty (180) days following the end of
such notice period, except that Optionee shall not sell any such Shares to any
other person at a lower price or upon more favorable terms than those offered to
the Company.

             (e) Acceptance of Restrictions. Acceptance of the Shares shall
                 --------------------------
constitute the Optionee's agreement to such restrictions and the legending of
his/her certificates with respect thereto. Notwithstanding such restrictions,
however, so long as the Optionee is the holder of the Shares, or any portion
thereof, he or she shall be entitled to receive all dividends declared on and to
vote the Shares and to all other rights of a shareholder with respect thereto.

             (f) Permitted Transfers. Notwithstanding any provisions in this
                 -------------------
Section 15 to the contrary, the Optionee may transfer Shares subject to this
Agreement to his or her parents, spouse, children, or grandchildren, or a trust
for the benefit of the Optionee or any such transferee(s); provided, that such
permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
------- --------
of Section 15(a) wherein the permitted transfer shall be deemed to be
rescinded); and provided further, that notwithstanding any other provisions in
this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the Company.

             (g) Release of Restrictions on Shares. All rights and restrictions
                 ---------------------------------
under this Section 15 shall terminate five (5) years following the date of this
Agreement, or when the Company's securities are publicly traded, whichever
occurs earlier.

         16. Notices. Any notice required to be given pursuant to this Option or
             -------
the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the
U.S. mail, postage prepaid, addressed to Optionee at the address last provided
by Optionee for use in Company records related to Optionee.

         17. Agreement Subject to Plan; Applicable Law. This Option is made
             -----------------------------------------
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Option has been granted, executed and delivered in the State of California, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.

         IN WITNESS WHEREOF, the parties hereto have executed this Option as of
the date first above written.



                                       39

<PAGE>

                                          1GLOBALPLACE, INC.


                                           By:_________________________________

                                         -------------------------------------
                                                             Optionee

                       (one of the following, as appropriate, shall be signed)



I certify that as of the      By his  or her  signature, the spouse of Optionee
  date hereof                 hereby agrees to be bound by the provisions of the
  I am unmarried                          foregoing NONSTATUTORY STOCK
                                          OPTION AGREEMENT


--------------------------    -----------------------------------
         Optionee             Spouse of Optionee



                                       40

<PAGE>

                                   Appendix A

                               NOTICE OF EXERCISE

1GLOBALPLACE, INC.
2629 Manhattan Ave., PMB 292
Hermosa Beach, CA  90254



                          Re: Nonstatutory Stock Option

         Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

         Nonstatutory Stock Option Agreement dated:  ___________________

         Number of shares being purchased: ___________________

         Exercise Price:                            $__________________

         A check in the amount of the aggregate price of the shares being
purchased is attached.

         I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.

         I understand that the certificate representing the Option Shares will
bear a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

         Further, I understand that, as a result of this exercise of rights, I
will recognize income in an amount equal to the amount by which the fair market
value of the Shares exceeds the exercise price. I agree to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the withholding and corresponding deduction to the Company for its
income tax purposes.

         I agree to provide to the Company such additional documents or
information as may be required pursuant to the Company's 1999 Incentive Stock
Plan.

                                              ----------------------------------
                                                          (signature)

                                              ----------------------------------
                                                          (name of Optionee)




                                       41

<PAGE>

                               1GLOBALPLACE, INC.

                             STOCK AWARD AGREEMENT



         THIS STOCK AWARD AGREEMENT ("Agreement") is made and entered into as of
the date set forth below, by and between, 1GLOBALPLACE, INC., a Delaware
corporation (the "Company"), and the employee, director or consultant of the
Company named in Section 1(b). ("Grantee").

         In consideration of the covenants herein set forth, the parties hereto
agree as follows:

         1. Stock Award Information.
            ------------------------

             (a) Date of Award:

             (b) Grantee:

             (c) Number of Shares:

             (d) Original Value:

         2. Acknowledgements.
            -----------------

             (a) Grantee is an [employee/director/consultant] of the Company.

             (b) The Company has adopted a 1999 Incentive Stock Plan (the
"Plan") under which the Company's common stock ("Stock") may be offered to
directors, officers, employees and consultants pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities Act")
provided by Rule 701 thereunder.

             (c) The Company desires to grant the Grantee shares of its common
stock pursuant to Section 408 of the California Corporations Code and as
hereinafter provided.

         3. Shares; Value. The Company hereby grants to Grantee, upon and
            --------------
subject to the terms and conditions herein stated, the number of shares of Stock
set forth in Section 1(c) (the "Shares"), which Shares have a fair value per
share ("Original Value") equal to the amount set forth in Section 1(d). For the
purpose of this Agreement, the terms "Share" or "Shares" shall include the
original Shares plus any shares derived therefrom, regardless of the fact that
the number, attributes or par value of such Shares may have been altered by
reason of any recapitalization, subdivision, consolidation, stock dividend or
amendment of the corporate charter of the Company. The number of Shares covered
by this Agreement and the Original Value thereof shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a recapitalization, subdivision or consolidation of shares or the payment
of a stock dividend, or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.

         4. Investment Intent. Grantee represents and agrees that Grantee is
            ------------------
accepting the Shares for the purpose of investment and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

         5. Restriction Upon Transfer. The Shares may not be sold, transferred
            --------------------------
or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Grantee except as hereinafter provided.




                                       42

<PAGE>

             (a) Repurchase Right on Termination Other Than for Cause. For the
                 -----------------------------------------------------
purposes of this Section, a "Repurchase Event" shall mean an occurrence of one
of (i) termination of Grantee's employment service as a director/consultant by
the Company, voluntary or involuntary and with or without cause; (ii) retirement
or death of Grantee; (iii) bankruptcy of Grantee, which shall be deemed to have
occurred as of the date on which a voluntary or involuntary petition in
bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of
the marriage of Grantee, to the extent that any of the Shares are allocated as
the sole and separate property of Grantee's spouse pursuant thereto (in which
case, this Section shall only apply to the Shares so affected); or (v) any
attempted transfer by the Grantee of Shares, or any interest therein, in
violation of this Agreement. Upon the occurrence of a Repurchase Event, the
Company shall have the right (but not an obligation) to purchase all or any
portion of the Shares of Grantee, at a price equal to the fair value of the
Shares (determined in accordance with Section 260.140.50 of the Rules of the
California Commissioner of Corporations) as of the date of the Repurchase Event.

             (b) Repurchase Right on Termination for Cause. In the event
                 ------------------------------------------
Grantee's employment [or service as a director/consultant] is terminated by the
Company "for cause" (as defined below), then the Company shall have the right
(but not an obligation) to purchase Shares of Grantee at a price equal to the
Original Value. Such right of the Company to purchase Shares shall apply to 100%
of the Shares for one (1) year from the date of this Agreement; and shall
thereafter lapse at the rate of twenty percent (20%) of the Shares on each
anniversary of the date of this Agreement. In addition, the Company shall have
the right, in the sole discretion of the Board and without obligation, to
repurchase upon termination for cause all or any portion of the Shares of
Grantee, at a price equal to the fair value of the Shares as of the date of
termination, which right is not subject to the foregoing lapsing of rights.
Termination of employment "for cause" means (i) as to employees or consultants,
termination for cause as contemplated by Section 2922 of the California Labor
Code and case law related thereto, or as defined in the Plan, this Agreement or
in any employment or service of director or consultant agreement between the
Company and Grantee, or (ii) as to directors, removal pursuant to Section 302 or
304 of the California Corporations Code. In the event the Company elects to
purchase the Shares, the stock certificates representing the same shall
forthwith be returned to the Company for cancellation.

             (c) Exercise of Repurchase Right. Any Repurchase Right under
                 -----------------------------
Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise as
provided herein to Grantee or the estate of Grantee, as applicable. Such right
shall be exercised, and the repurchase price thereunder shall be paid, by the
Company within a ninety (90) day period beginning on the date of notice to the
Company of the occurrence of such Repurchase Event (except in the case of
termination or cessation of services as director, where such option period shall
begin upon the occurrence of the Repurchase Event). Such repurchase price shall
be payable only in the form of cash (including a check drafted on immediately
available funds) or cancellation of purchase money indebtedness of the Grantee
for the Shares. If the Company can not purchase all such Shares because it is
unable to meet the financial tests set forth in sections 500 and 501 of the
California Corporations Code, the Company shall have the right to purchase as
many Shares as it is permitted to purchase under such sections. Any Shares not
purchased by the Company hereunder shall no longer be subject to the provisions
of this Section 5.

             (d) Right of First Refusal. In the event Grantee desires to
                 -----------------------
transfer any Shares during his or her lifetime, Grantee shall first offer to
sell such Shares to the Company. Grantee shall deliver to the Company written
notice of the intended sale, such notice to specify the number of Shares to be
sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase
the offered Shares upon the same terms and conditions. To exercise such option,
the Company shall give notice of that fact to Grantee within the thirty (30) day
notice period and agree to pay the purchase price in the manner provided in the
notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Grantee shall be under no obligation to sell any of the
offered Shares to the Company, but may dispose of such Shares in any lawful
manner during a period of one hundred and eighty (180) days following the end of
such notice period, except that Grantee shall not sell any such Shares to any
other person at a lower price or upon more favorable terms than those offered to
the Company.

             (e) Acceptance of Restrictions. Acceptance of the Shares shall
                 ---------------------------
constitute the Grantee's agreement to such restrictions and the legending of
his/her certificates with respect thereto. Notwithstanding such restrictions,
however, so long as the Grantee is the holder of the Shares, or any portion
thereof, he or she shall be entitled to receive all dividends declared on and to
vote the Shares and to all other rights of a shareholder with respect thereto.



                                       43

<PAGE>

             (f) Permitted Transfers. Notwithstanding any provisions in this
                 --------------------
Section 5 to the contrary, the Grantee may transfer Shares subject to this
Agreement to his or her parents, spouse, children, or grandchildren, or a trust
for the benefit of the Grantee or any such transferee(s); provided, that such
permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Grantee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 5(a) wherein the permitted transfer shall be deemed to be rescinded);
and provided further, that notwithstanding any other provisions in this
Agreement, a permitted transferee may not, in turn, make permitted transfers
without the written consent of the Grantee and the Company.

             (g) Release of Restrictions on Shares. All rights and restrictions
                 ----------------------------------
under this Section 5 shall terminate five (5) years following the date of this
Agreement, or when the Company's securities are publicly traded, whichever
occurs earlier.

         6.  Representations and Warranties of the Grantee. This Agreement and
             ---------------------------------------------
the issuance and grant of the Shares hereunder is made by the Company in
reliance upon the express representations and warranties of the Grantee, which
by acceptance hereof the Grantee confirms that:

             (a) The Shares granted to him pursuant to this Agreement are being
acquired by him or her for his/her own account, for investment purposes, and not
with a view to, or for sale in connection with, any distribution of the Shares.
It is understood that the Shares have not been registered under the Act by
reason of a specific exemption from the registration provisions of the Act which
depends, among other things, upon the bona fide nature of his/her
representations as expressed herein;

             (b) The Shares must be held by him or her indefinitely unless they
are subsequently registered under the Act and any applicable state securities
laws, or an exemption from such registration is available. The Company is under
no obligation to register the Shares or to make available any such exemption;

             (c) Grantee further represents that Grantee has had access to the
financial statements or books and records of the Company, has had the
opportunity to ask questions of the Company concerning its business, operations
and financial condition and to obtain additional information reasonably
necessary to verify the accuracy of such information, and further represents
that Grantee (either alone or in conjunction with his or her professional
advisers) has such experience and knowledge in investment, financial and
business matters in investments similar to the stock of the Company that Grantee
is capable of evaluating the merits and risks thereof and has the capacity to
protect his or her own interest in connection therewith;

             (d) Unless and until the Shares represented by this Grant are
registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any
certificate for any securities issued pursuant to any stock split, share
reclassification, stock dividend or other similar capital event shall bear
legends in substantially the following form:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
         THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE
         APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR
         ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
         DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR
         ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO
         EXEMPTIONS THEREFROM."

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
         TO THAT CERTAIN STOCK AWARD AGREEMENT DATED         BETWEEN THE COMPANY
                                                    --------
         AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE
         SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS."

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate



                                       44

<PAGE>

stop transfer instructions with respect to the Shares have been placed with the
Company's transfer agent; and

             (e) Grantee understands that he or she will recognize income, for
Federal and state income tax purposes, in an amount equal to the amount by which
the fair market value of the Shares, as of the date of grant, exceeds the price
paid by Grantee, if any. The acceptance of the Shares by Grantee shall
constitute an agreement by Grantee to report such income in accordance with then
applicable law. Withholding for federal or state income and employment tax
purposes will be made, if and as required by law, from Grantee's then current
compensation, or, if such current compensation is insufficient to satisfy
withholding tax liability, the Company may require Grantee to make a cash
payment to cover such liability.

         7. Stand-off Agreement. Grantee agrees that, in connection with any
            --------------------
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option for, or otherwise dispose of any of the Shares (other than Shares
included in the offering) without the prior written consent of the Company or
such managing underwriter, as applicable, for a period of at least one year
following the effective date of registration of such offering. This Section 8
shall survive any termination of this Agreement.

         8. Termination of Agreement. This Agreement shall terminate on the
            -------------------------
occurrence of any one of the following events: (a) written agreement of all
parties to that effect; (b) a proposed dissolution or liquidation of the
Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets of the Company; (c)
the closing of any public offering of common stock of the Company pursuant to an
effective registration statement under the Securities Act; or (d) dissolution,
bankruptcy, or insolvency of the Company.

         9. Agreement Subject to Plan; Applicable Law. This Grant is made
            ------------------------------------------
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Grantee, at no charge, at the principal office of the
Company. Any provision of this Agreement inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Grant shall be governed by the laws of the State of California and subject to
the exclusive jurisdiction of the courts therein.

         10. Miscellaneous.
             --------------

             (a) Notices. Any notice required to be given pursuant to this
                 --------
Agreement or the Plan shall be in writing and shall be deemed to have been duly
delivered upon receipt or, in the case of notices by the Company, five (5) days
after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the
last address provided by Grantee for use in the Company's records.

             (b) Entire Agreement. This instrument constitutes the sole
                 -----------------
agreement of the parties hereto with respect to the Shares. Any prior
agreements, promises or representations concerning the Shares not included or
reference herein shall be of no force or effect. This Agreement shall be binding
on, and shall inure to the benefit of, the Parties hereto and their respective
transferees, heirs, legal representatives, successors, and assigns.

             (c) Enforcement. This Agreement shall be construed in accordance
                 ------------
with, and governed by, the laws of the State of California and subject to the
exclusive jurisdiction of the courts located in Los Angeles county, state of
California. If Grantee attempts to transfer any of the Shares subject to this
Agreement, or any interest in them in violation of the terms of this Agreement,
the Company may apply to any court for an injunctive order prohibiting such
proposed transaction, and the Company may institute and maintain proceedings
against Grantee to compel specific performance of this Agreement without the
necessity of proving the existence or extent of any damages to the Company. Any
such attempted transaction shares in violation of this Agreement shall be null
and void.

             (d) Validity of Agreement. The provisions of this Agreement may be
                 ----------------------
waived, altered, amended, or repealed, in whole or in part, only on the written
consent of all parties hereto. It is intended that each Section of this
Agreement shall be viewed as separate and divisible, and in the event that any
Section shall be held



                                       45

<PAGE>

to be invalid, the remaining Sections shall continue to be in full force and
effect.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                              1GLOBALPLACE, INC.


                                              By:
                                                   ----------------------


                                                   --------------------------
                                                         (Grantee)


                    (one of the following, as appropriate, shall be signed)
                    -------------------------------------------------------

I certify that as of                By his or her signature, the spouse of the
the date hereof I am                     Grantee hereby agrees to be bound by
unmarried                                the provisions of the foregoing STOCK
                                    AWARD AGREEMENT


--------------------------          -----------------------------------
         Grantee                           Spouse of Grantee



                                       46

<PAGE>

                               1GLOBALPLACE, INC.

                       RESTRICTED STOCK PURCHASE AGREEMENT


         THIS  RESTRICTED  STOCK  PURCHASE  AGREEMENT  ("Agreement")  is made
and entered into as of the date set forth  below,  by and between 1GLOBALPLACE,
INC., a Delaware corporation (the "Company"),  and the employee,  director or
consultant of the Company named in
Section 1(b). ("Grantee"):

         In consideration of the covenants herein set forth, the parties hereto
agree as follows:

         1. Stock Purchase Information.
            ---------------------------

                  (a) Date of Agreement:

                  (b) Grantee:

                  (c) Number of Shares:

                  (d) Price per Share:

         2. Acknowledgements.
            -----------------

                  (a) Grantee is a [employee/director/consultant] of the
                                    ----------------------------
Company.

                  (b) The Company has adopted a 1999 Incentive Stock Plan (the
"Plan") under which the Company's common stock ("Stock") may be offered to
officers, employees, directors and consultants pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities Act")
provided by Rule 701 thereunder.

                  (c) The Company desires to afford the Grantee an opportunity
to purchase shares of its common stock pursuant to Section 408 of the California
Corporations Code and as hereinafter provided.

                  (d) The Grantee desires to purchase shares of the Company's
common stock on the terms and conditions set forth herein.

         3. Purchase of Shares. The Company hereby agrees to sell and Grantee
            -------------------
hereby agrees to purchase, upon and subject to the terms and conditions herein
stated, the number of shares of Stock set forth in Section 1(c) (the "Shares"),
at the price per Share set forth in Section 1(d) (the "Price"). For the purpose
of this Agreement, the terms "Share" or "Shares" shall include the original
Shares plus any shares derived therefrom, regardless of the fact that the
number, attributes or par value of such Shares may have been altered by reason
of any recapitalization, subdivision, consolidation, stock dividend or amendment
of the corporate charter of the Company. The number of Shares covered by this
Agreement shall be proportionately adjusted for any increase or decrease in the
number of issued shares resulting from a recapitalization, subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company.

         4. Investment Intent. Grantee represents and agrees that Grantee is
            ------------------
accepting the Shares for the purpose of investment and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.



                                       47

<PAGE>

     5. Restriction Upon Transfer. The Shares may not be sold, transferred or
        --------------------------
otherwise disposed of and shall not be pledged or otherwise hypothecated by the
Grantee except as hereinafter provided.

                  (a) Repurchase Right on Termination Other Than for Cause. For
                      -----------------------------------------------------
the purposes of this Section, a "Repurchase Event" shall mean an occurrence of
one of (i) termination of Grantee's employment [or service as a
                                                ----------------
director/consultant] by the Company, voluntary or involuntary and with or
-------------------
without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee,
which shall be deemed to have occurred as of the date on which a voluntary or
involuntary petition in bankruptcy is filed with a court of competent
jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that
any of the Shares are allocated as the sole and separate property of Grantee's
spouse pursuant thereto (in which case, this Section shall only apply to the
Shares so affected); or (v) any attempted transfer by the Grantee of Shares, or
any interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, the Company shall have the right (but not an obligation) to
repurchase all or any portion of the Shares of Grantee at a price equal to the
fair value of the Shares (determined in accordance with Section 260.140.50 of
the Rules of the California Commissioner of Corporations) as of the date of the
Repurchase Event.

                  (b) Repurchase Right on Termination for Cause. In the event
                      ------------------------------------------
Grantee's employment [or service as a director/consultant] is terminated by the
                      -----------------------------------
Company "for cause" (as defined below), then the Company shall have the right
(but not an obligation) to repurchase Shares of Grantee at a price equal to the
Price. Such right of the Company to repurchase Shares shall apply to 100% of the
Shares for one (1) year from the date of this Agreement; and shall thereafter
lapse at the rate of twenty percent (20%) of the Shares on each anniversary of
the date of this Agreement. In addition, the Company shall have the right, in
the sole discretion of the Board and without obligation, to repurchase upon
termination for cause all or any portion of the Shares of Grantee, at a price
equal to the fair value of the Shares as of the date of termination, which right
is not subject to the foregoing lapsing of rights. Termination of employment [or
                                                                              --
service as a director/consultant] "for cause" means (i) as to employees and
--------------------------------
consultants, termination for cause as contemplated by Section 2922 of the
California Labor Code and case law related thereto, or as defined in the Plan,
this Agreement or in any employment [or consulting] agreement between the
                                     -------------
Company and Grantee, or (ii) as to directors, removal pursuant to Section 302 or
304 of the California Corporations Code. In the event the Company elects to
repurchase the Shares, the stock certificates representing the same shall
forthwith be returned to the Company for cancellation.

                  (c) Exercise of Repurchase Right. Any Repurchase Right under
                      -----------------------------
Paragraphs 4(a) or 4(b) [or cessation of services as a director/consultant]
                         -------------------------------------------------
shall be exercised by giving notice of exercise as provided herein to Grantee or
the estate of Grantee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination of employment or
retirement, where such option period shall begin upon the occurrence of the
Repurchase Event). Such repurchase price shall be payable only in the form of
cash (including a check drafted on immediately available funds) or cancellation
of purchase money indebtedness of the Grantee for the Shares. If the Company can
not purchase all such Shares because it is unable to meet the financial tests
set forth in sections 500 and 501 of the California Corporations Code, the
Company shall have the right to purchase as many Shares as it is permitted to
purchase under such sections. Any Shares not purchased by the Company hereunder
shall no longer be subject to the provisions of this Section 5.

                  (d) Right of First Refusal. In the event Grantee desires to
                      -----------------------
transfer any Shares during his or her lifetime, Grantee shall first offer to
sell such Shares to the Company. Grantee shall deliver to the Company written
notice of the intended sale, such notice to specify the number of Shares to be
sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase
the offered Shares upon the same terms and conditions. To exercise such option,
the Company shall give notice of that fact to Grantee within the thirty (30) day
notice period and agree to pay the purchase price in the manner provided in the
notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Grantee shall be under no obligation to sell any of the
offered Shares to the Company, but may dispose of such Shares in any lawful
manner during a period of one hundred and eighty (180) days following the end of
such notice period, except that Grantee shall not sell any such Shares to any
other person at a lower price or upon more favorable terms than those offered to
the Company.



                                       48

<PAGE>

                  (e) Acceptance of Restrictions. Acceptance of the Shares shall
                      ---------------------------
constitute the Grantee's agreement to such restrictions and the legending of
his/her certificates with respect thereto. Notwithstanding such restrictions,
however, so long as the Grantee is the holder of the Shares, or any portion
thereof, he or she shall be entitled to receive all dividends declared on and to
vote the Shares and to all other rights of a shareholder with respect thereto.

                  (f) Permitted Transfers. Notwithstanding any provisions in
                      --------------------
this Section 5 to the contrary, the Grantee may transfer Shares subject to this
Agreement to his or her parents, spouse, children, or grandchildren, or a trust
for the benefit of the Grantee or any such transferee(s); provided, that such
permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Grantee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 5(a) wherein the permitted transfer shall be deemed to be rescinded);
and provided further, that notwithstanding any other provisions in this
Agreement, a permitted transferee may not, in turn, make permitted transfers
without the written consent of the Grantee and the Company.

                  (g) Release of Restrictions on Shares. All rights and
                      ----------------------------------
restrictions under this Section 5 shall terminate five (5) years following the
date upon which the Company receives the full Price as set forth in Section 3,
or when the Company's securities are publicly traded, whichever occurs earlier.

         6. Representations and Warranties of the Grantee. This Agreement and
            ----------------------------------------------
the issuance and grant of the Shares hereunder is made by the Company in
reliance upon the express representations and warranties of the Grantee, which
by acceptance hereof the Grantee confirms that:

                  (a) The Shares granted to him or her pursuant to this
Agreement are being acquired by him or her for his/her own account, for
investment purposes, and not with a view to, or for sale in connection with, any
distribution of the Shares. It is understood that the Shares have not been
registered under the Act by reason of a specific exemption from the registration
provisions of the Act which depends, among other things, upon the bona fide
nature of his/her representations as expressed herein;

                  (b) The Shares must be held by him or her indefinitely unless
they are subsequently registered under the Act and any applicable state
securities laws, or an exemption from such registration is available. The
Company is under no obligation to register the Shares or to make available any
such exemption;

                  (c) Grantee further represents that Grantee has had access to
the financial statements or books and records of the Company, has had the
opportunity to ask questions of the Company concerning its business, operations
and financial condition and to obtain additional information reasonably
necessary to verify the accuracy of such information, and further represents
that Grantee (either alone or in conjunction with his or her professional
advisers) has such experience and knowledge in investment, financial and
business matters in investments similar to the stock of the Company that Grantee
is capable of evaluating the merits and risks thereof and has the capacity to
protect his or her own interest in connection therewith.

                  (d) Unless and until the Shares represented by this Grant are
registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any
certificate for any securities issued pursuant to any stock split, share
reclassification, stock dividend or other similar capital event shall bear
legends in substantially the following form:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
         THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE
         APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR
         ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
         DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR
         ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO
         EXEMPTIONS THEREFROM."

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED
         PURSUANT TO THAT CERTAIN  RESTRICTED  STOCK PURCHASE AGREEMENT DATED



                                       49

<PAGE>

         ___________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE
         TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY
         UNDER CERTAIN CONDITIONS."

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent; and

                  (e) Grantee understands that he or she will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount by
which the fair market value of the Shares, as of the date of Grant, exceeds the
price paid by Grantee. The acceptance of the Shares by Grantee shall constitute
an agreement by Grantee to report such income in accordance with then applicable
law. Withholding for federal or state income and employment tax purposes will be
made, if and as required by law, from Grantee's then current compensation, or,
if such current compensation is insufficient to satisfy withholding tax
liability, the Company may require Grantee to make a cash payment to cover such
liability.

         7. Stand-off Agreement. Grantee agrees that, in connection with any
            --------------------
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option for, or otherwise dispose of any of the Shares (other than Shares
included in the offering) without the prior written consent of the Company or
such managing underwriter, as applicable, for a period of at least one year
following the effective date of registration of such offering. This Section 8
shall survive any termination of this Agreement.

         8. Termination of Agreement. This Agreement shall terminate on the
            -------------------------
occurrence of any one of the following events: (a) written agreement of all
parties to that effect; (b) a proposed dissolution or liquidation of the
Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets of the Company; (c)
the closing of any public offering of common stock of the Company pursuant to an
effective registration statement under the Act; or (d) dissolution, bankruptcy,
or insolvency of the Company.

         9. Agreement Subject to Plan; Applicable Law. This Grant is made
            ------------------------------------------
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Grantee, at no charge, at the principal office of the
Company. Any provision of this Agreement inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Grant shall be governed by the laws of the State of California and subject to
the exclusive jurisdiction of the courts therein.

        10. Miscellaneous.
            --------------

                  (a) Notices. Any notice required to be given pursuant to this
                      --------
Agreement or the Plan shall be in writing and shall be deemed to have been duly
delivered upon receipt or, in the case of notices by the Company, five (5) days
after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the
last address provided by Grantee for use in the Company's records.

                  (b) Entire Agreement. This instrument constitutes the sole
                      -----------------
agreement of the parties hereto with respect to the Shares. Any prior
agreements, promises or representations concerning the Shares not included or
reference herein shall be of no force or effect. This Agreement shall be binding
on, and shall inure to the benefit of, the Parties hereto and their respective
transferees, heirs, legal representatives, successors, and assigns.

                  (c) Enforcement. This Agreement shall be construed in
                      ------------
accordance with, and governed by, the laws of the State of California and
subject to the exclusive jurisdiction of the courts located in Los Angeles
county, state of California. If Grantee attempts to transfer any of the Shares
subject to this Agreement, or any interest in them in violation of the terms of
this Agreement, the Company may apply to any court for an injunctive order
prohibiting such proposed transaction, and the Company may institute and
maintain proceedings against Grantee to compel specific performance of this
Agreement without the necessity of proving the



                                       50

<PAGE>

existence or extent of any damages to the Company. Any such attempted
transaction shares in violation of this Agreement shall be null and void.

                  (d) Validity of Agreement. The provisions of this Agreement
                      ----------------------
may be waived, altered, amended, or repealed, in whole or in part, only on the
written consent of all parties hereto. It is intended that each Section of this
Agreement shall be viewed as separate and divisible, and in the event that any
Section shall be held to be invalid, the remaining Sections shall continue to be
in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                       1GLOBALPLACE, INC.


                                       By:
                                          -------------------------------------



                                          -------------------------------------
                                                        (Grantee)




             (one of the following, as appropriate, shall be signed)

I certify that as of                By his or her signature, the spouse of the
the date hereof I am                Grantee hereby agrees to be bound by
unmarried                           the provisions of the foregoing RESTRICTED
                                    STOCK PURCHASE AGREEMENT

--------------------------          -----------------------------------
         Grantee                            Spouse of Grantee


                                       51