Sample Business Contracts

Non-Qualifed Stock Option Agreement -

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                           NON-QUALIFED STOCK OPTION

         AGREEMENT made as of the _____ day of ______________, ______ (the
"Grant Date") by and between FINDWHAT.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 ___________________ (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:

         A.       The Corporation hereby grants to the Holder the right and
                  option (hereinafter called the "Option"), to purchase all or
                  any part of an aggregate ________--- 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.

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

         C.       The purchase price ("Purchase Price") of each share of Stock
                  subject to this Option shall be $__________, subject to
                  adjustment as provided in section G hereof.


         D.       This Option shall be exercisable in whole or in part at any
                  time or from time to time for a period commencing on the Grant
                  Date and terminating at the close of business on
                  __________________ (the "Exercise Period").

         E.       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.


                  1.       Except as provided in paragraph F(2), 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 void.

                  2.       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
                           three (3) months following the Holder's death or the
                           date of the expiration of the Option.

                  3.       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 or 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


                  1.       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.

                  2.       Adjustments under this section G 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.

         H.       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 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.

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

         J.       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.


         K.       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.

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

         M.       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.

         N.       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 Incentive Stock Option Agreement dated as of
__________________, 2002 (the "Agreement"), at $______ per share (subject to
adjustment as provided in the Agreement).

                  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 Stock;

                  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

                  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

                  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: ___________________