Sample Business Contracts

Non-Qualified Stock Option Agreement -

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                           NON-QUALIFIED STOCK OPTION

     AGREEMENT  made as of the ___ day of _____,  1999 (the "Grant Date") by and
between BEFIRST.COM, a Nevada corporation, having its office and principal place
of  business  located  at  121  West  27th  Street,  New  York,  NY  10001  (the
"Corporation") and ______________ residing at __________________ (the "Holder").

                              W I T N E S S E T H:

     WHEREAS,  on the Grant Date,  the  Corporation  authorized the grant to the
Holder of an option to purchase an aggregate  of _____ shares of the  authorized
but unissued  Common Stock of the  Corporation,  $.001 par value (the  "Stock"),
pursuant  to  the   Corporation's   1999  Stock  Incentive  Plan  (the  "Plan"),
conditioned upon the Holder's  acceptance  thereof upon the terms and conditions
set forth in this Agreement; and

     WHEREAS,  the  Holder  desires  to  acquire  said  option  on the terms and
conditions set forth in this Agreement;

     NOW,  THEREFORE,  in  consideration  of the  foregoing and of the terms and
conditions herein contained and for other good and valuable  consideration,  the
parties hereto agree as follows:

     1. The  Corporation  hereby  grants to the  Holder as a matter of  separate
agreement and not in lieu of salary, or any other compensation for services, the
right and option (hereinafter called the "Option"),  to purchase all or any part
of an aggregate of _____ shares of Stock on the terms and conditions  herein set
forth and in


the Plan,  which is incorporated by reference  herein.  The Holder  acknowledges
receipt of a copy of the Plan.

     2. This Option shall be deemed to be a non-qualified stock option.

     3. The purchase price ("Purchase  Price") of each share of Stock subject to
this  Option  shall be $_____,  subject to  adjustment  as provided in section 7

     4. This Option shall be exercisable in whole or in part at any time or from
time to time for a period  commencing on the first anniversary of the Grant Date
and  terminating  at the  close of  business  on June 16,  2004  (the  "Exercise

     5. The  Purchase  Price of the  shares of Stock as to which  the  Option is
exercised shall be paid in full at the time of exercise by cash or check payable
to the order of the Corporation.  The Holder shall not have any of the rights of
a stockholder  with respect to the Stock covered by the Option until the date of
the issuance of a stock certificate to Holder for such shares of Stock.

     6. (a) Except as provided in paragraph 6(b), this Option and the rights and
privileges  conferred  hereby  may  not be  transferred,  assigned,  pledged  or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to  execution,  attachment  or similar  process.  Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this Option or any
right or privilege conferred hereby,  contrary to the provisions hereof, or upon
the levy of any  attachment  or similar  process  on the  rights and  privileges
conferred hereby, this Option



and the rights and privileges conferred hereby shall immediately become null and

     (b)  Upon  the  death  of the  Holder,  any  Option  granted  to him or the
unexercised  portion  thereof,  which was otherwise  exercisable  on his date of
death,  shall terminate unless such Option to the extent exercisable at death is
exercised by the executor or administrator of his estate,  within the earlier of
six (6) months following the Holder's death or the date of the expiration of the

     (c) The Corporation  shall be obligated to sell and issue Stock pursuant to
this Option and the Plan and in accordance with the terms thereof but not before
the Stock with  respect to which the Option is being  exercised  is  effectively
registered or the sale thereof is exempt from registration  under the Securities
Act of  1933,  as  amended  (the  "Act"),  in the  opinion  of  counsel  for the

     (d) The Board of Directors of the  Corporation or the  Corporation's  Stock
Incentive  Committee (the  "Committee"),  as the case may be, may require,  as a
condition  to the sale of Stock on the  exercise of any Option,  that the person
exercising  such Option give to the  Corporation  such documents  including such
appropriate  investment  representations  as may be  required by counsel for the
Corporation  and  such  additional  agreements  and  documents  as the  Board of
Directors or the  Committee,  as the case may be,  shall  determine to be in the
best interests of the Corporation.

     7. (a) If the outstanding shares of Stock of the Corporation are increased,
decreased, changed into or exchanged for


a different number or kind of stock or securities of the Corporation or stock of
a   different   par  value  or  without  par  value,   through   reorganization,
recapitalization,  reclassification,  stock  dividend,  stock split,  forward or
reverse stock split or otherwise,  an appropriate and  proportionate  adjustment
shall be made in the maximum number and/or kind of securities  allocated to this
Option,  without  change  in the  aggregate  purchase  price  applicable  to the
unexercised  portion  of the  outstanding  Options,  but  with  a  corresponding
adjustment  in the price for each share of Stock or other  unit of any  security
covered by this Option.

     (b) Adjustments  under this section 7 or any other  adjustment in the terms
of this Agreement made in accordance with the terms of the Plan as a result of a
merger, consolidation,  sale of substantially all of the Corporation's assets or
similar  transaction  affecting the Corporation as specified in section 3 of the
Plan,  shall be made by the Board of Directors,  whose  determination as to what
adjustments  shall be made, and the extent  thereof,  shall be final binding and
conclusive.  No fractional shares of Stock shall be issued under the Plan or any
such adjustment.

     8. Anything in this Agreement to the contrary  notwithstanding,  the Holder
hereby agrees that he shall not sell, transfer by any means or otherwise dispose
of the Stock  acquired  by him upon  exercise  of the Option  hereunder  without
registration  under the Act,  or in the event  that they are not so  registered,
unless (a) an exemption from the Act is available  thereunder and (b) the Holder
has furnished the Corporation with notice of such



proposed transfer,  and the Corporation's legal counsel,  in its opinion,  shall
deem such  proposed  transfer to be so exempt,  or the Holder has  furnished the
Corporation with notice of such proposed  transfer,  together with an opinion of
counsel reasonably satisfactory to the Corporation or its legal counsel, that in
such counsel's opinion such proposed transfer shall be so exempt.

     9. (a) The  Corporation  may place stop  transfer  orders with its transfer
agent against the transfer of the Stock issuable under the Option in the absence
of registration of the Stock under the Act.

     (b) The  certificates  evidencing  shares  of Stock to be  issued  upon the
exercise of the Option may bear the following or substantially similar legends :

          "The shares  represented by this  certificate have not been registered
          under  the  Securities  Act of  1933.  The  shares  may not be sold or
          transferred  in the  absence  of  such  registration  or an  exemption
          therefrom under said Act."

          "The  shares  represented  by  this  certificate  have  been  acquired
          pursuant to an option  agreement  dated as of June 17, 1999, a copy of
          which is on file  with the  Corporation,  and may not be  transferred,
          pledged  or  disposed  of  except  in  accordance  with the  terms and
          conditions thereof."

     10. Subject to the terms and conditions of this  Agreement,  the Option may
be exercised  with respect to all or any portion of the Stock subject  hereto at
any time and from time to time to the extent  determined under Section 6 hereof,
by the delivery to the  Corporation,  at its principal  place of business of (a)
the written Notice of Exercise in the form attached hereto as Exhibit A, which



is  incorporated  herein by reference,  specifying the number of shares of Stock
with  respect  to which the Option is being  exercised  and signed by the person
exercising the Option as provided herein,  (b) payment of the Purchase Price and
(c)  payment of any  withholding  tax that the  Corporation  may be  required to
withhold as a result of  exercises  of the Option by the Holder.  Subject to the
provisions of the Plan, the Corporation shall issue and deliver a certificate or
certificates representing said Stock as soon as practicable after the notice and
payment is so received.  The  certificate  or  certificates  for the Stock as to
which the Option shall have been so exercised shall be registered in the name of
the  person or persons so  exercising  the  Option,  and shall be  delivered  as
aforesaid  to or upon  written  order of the  person or persons  exercising  the
Option.  In the event the Option is being exercised  pursuant to the Plan by any
person or persons  other than the Holder,  the notice  shall be  accompanied  by
appropriate proof of the right of such person or persons to exercise the Option.

     11. In the event of a conflict  between the  provisions of the Plan and the
provisions of this  Agreement,  the provisions of the Plan shall in all respects
be controlling.

     12. All  offers,  acceptances,  notices,  requests,  deliveries,  payments,
demands and other  communications  which are  required or  permitted to be given
under  this  Agreement  shall  be in  writing  and  shall  be  either  delivered
personally or sent by registered or certified  mail,  return receipt  requested,
postage prepaid to the parties at their  respective  addresses set forth herein,
or to such other address as either shall have specified by notice in writing


to the  other.  Same  shall be  deemed  given  hereunder  when so  delivered  or
received, as the case may be.

     13. The  waiver by any party  hereto of a breach of any  provision  of this
Agreement  shall  not  operate  or be  construed  as a  waiver  of any  other or
subsequent breach.

     14. This Agreement  constitutes  the entire  Agreement  between the parties
with respect to the subject matter hereof.

     15. This  Agreement  shall inure to the benefit of and be binding  upon the
parties hereto and to the extent not prohibited herein,  their respective heirs,
successors and assigns and representatives. Nothing in this Agreement, expressed
or implied,  is intended to confer on any person  other than the parties  hereto
and  as  provided  above,  their  respective  heirs,  successors,   assigns  and
representatives any rights, remedies, obligations or liabilities.

     16. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.



                                                              , Holder



                                    EXHIBIT A

                              NOTICE OF EXERCISE OF
                           TO PURCHASE COMMON STOCK OF

                                                 Name __________________________

                                                 Address _______________________


                                                 Date __________________________
121 West 27th Street
New York, NY  10001

Attention:  President

                  Re:      Exercise of
                           Stock Option


     Subject to  acceptance  hereof in writing by  (the  "Company")
pursuant to the provisions of the  1999 Stock Option Plan, I hereby
elect to exercise options granted to me to purchase ________ shares of $.001 par
value common stock of the Company (the  "Common  Stock")  under the
Non-Qualified   Stock  Option   Agreement   dated  as  of  June  17,  1999  (the
"Agreement"),  at $2.00 per share  (subject  to  adjustment  as  provided in the

     Enclosed  is a check in the  amount of  $_________,  representing  the full
purchase price, payable to the order of  If applicable, I have also
enclosed  a check  payable to  representing  payment of  applicable
withholding taxes.

     As soon as the Stock  Certificate is registered in my name,  please deliver
it to me at the above address.

     Unless the  issuance of the shares of Common  Stock being  purchased  by me
pursuant to the  Agreement  are subject to an effective  registration  statement
under the  Securities  Act of 1933 (the  "Act"),  I hereby  represent,  warrant,
covenant and agree with the Company as follows:

          The shares of the Common  Stock being  acquired by me will be acquired
     for my own account for investment and without the intent of  participating,
     directly or indirectly,  in a distribution of the Common Stock and not with
     a view to, or for resale in connection with, any distribution of the Common
     Stock,  nor am I aware of the existence of any  distribution  of the Common


          I am not  acquiring  the Common  Stock based upon any  representation,
     oral or  written,  by any person  with  respect to the future  value of, or
     income from,  the Common Stock but rather upon an  independent  examination
     and judgment as to the prospects of the Company;

          The  Common  Stock  was  not  offered  to  me  by  means  of  publicly
     disseminated  advertisements  or  sales  literature,  nor am I aware of any
     offers made to other persons by such means;

          I am able to bear the economic  risks of the  investment in the Common
     Stock, including the risk of a complete loss of my investment therein;

          I  understand  and agree that the Common Stock will be issued and sold
     to me without registration under any state law relating to the registration
     of  securities  for sale,  and will be issued and sold in  reliance  on the
     exemptions from registration under the Act provided by Sections 3(b) and/or
     4(2) thereof and the rules and regulations promulgated thereunder;

          The Common Stock cannot be offered for sale, sold or transferred by me
     other than  pursuant  to an  effective  registration  under the Act or in a
     transaction  otherwise in compliance with the Act and evidence satisfactory
     to the Company of compliance  with the applicable  securities laws of other
     jurisdictions.  The  Company  shall be  entitled to rely upon an opinion of
     counsel satisfactory to it with respect to compliance with the above laws;

          The Company will be under no  obligation  to register the Common Stock
     or to comply  with any  exemption  available  for sale of the Common  Stock
     without registration, and the information or conditions necessary to permit
     routine  sales of  securities  of the Company under Rule 144 of the Act may
     not be available with respect to any proposed sale of the Common Stock. The
     Company is under no  obligation to act in any manner so as to make Rule 144
     available with respect to the Common Stock;

          I have and have had complete  access to and the  opportunity to review
     and make copies of all  material  documents  related to the business of the
     Company.  I have  examined  such of  these  documents  as I  wished  and am
     familiar  with the business and affairs of the Company.  I realize that the
     purchase of the Common Stock is a speculative investment, that any possible
     profit therefrom is uncertain and that I may lose my entire investment;

          I have had the  opportunity  to ask  questions of and receive  answers
     from the  Company  and any  person  acting on its  behalf and to obtain all
     material information reasonably



     available with respect to the Company and its affairs.  I have received all
     information and data with respect to the Company which I have requested and
     which I have  deemed  relevant in  connection  with the  evaluation  of the
     merits and risks of my investment in the Company;

          I have such knowledge and experience in financial and business matters
     that I am capable of evaluating the merits and risks of the purchase of the
     shares of Common Stock  hereunder and I am able to bear the economic  risks
     of such purchase; and

          The agreements,  representations,  warranties and covenants made by me
     herein extend to and apply to all of the Common Stock of the Company issued
     to me pursuant to the Option of which this exhibit forms a part. Acceptance
     by me of the certificate  representing such Common Stock shall constitute a
     confirmation by the undersigned that all such agreements,  representations,
     warranties and covenants made herein by the  undersigned  shall be true and
     correct at such time.

          I understand that the  certificates  representing the shares of Common
     Stock being  purchased  by me in  accordance  with this notice shall bear a
     legend referring to the foregoing covenants, representations and warranties
     and restrictions on transfer,  and I agree that a legend to that effect may
     be placed on any certificate  which may be issued to me as a substitute for
     the certificates being acquired by me in accordance with this notice.

                                                     Very truly yours,





By: _______________________________

Title: ____________________________

Number of Shares
Exercised: ________________________

Number of Shares
Remaining: ________________________                    Date: ___________________