<SEQUENCE>4

<FILENAME>0004.txt

<DESCRIPTION>OPTION AGREEMENT WITH MATTHEW HAYES

<TEXT>





                      NON-QUALIFIED STOCK OPTION AGREEMENT





         THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into

as of July 1, 2000, by and between KWIKWEB.COM, INC., a Nevada corporation

("Corporation"), and Matthew Hayes ("Optionee").



                                 R E C I T A L S

                                 ---------------



         A. On July 1, 2000, the Board of Directors of the Corporation adopted,

subject to the approval of the Corporation's stockholders, the KwikWeb.com, Inc.

2000 Stock Option Plan (the "Plan").



         B. Pursuant to the Plan, on July 1, 2000, the Board of Directors of the

Corporation acting as the Plan Committee ("Committee") authorized granting to

Optionee options to purchase shares of the common stock, $.001 par value

("Common Stock"), of the Corporation ("Shares") for the term and subject to the

terms and conditions hereinafter set forth.



                                A G R E E M E N T

                                -----------------



         It is hereby agreed as follows:



         1. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context

otherwise clearly requires, terms with initial capital letters used herein shall

have the meanings assigned to such terms in the Plan.



         2. GRANT OF OPTIONS. The Corporation hereby grants to Optionee, options

("Options") to purchase all or any part of 200,000 Shares, upon and subject to

the terms and conditions of the Plan, which is incorporated in full herein by

this reference, and upon the other terms and conditions set forth herein.



         3. OPTION PERIOD. The Options shall be exercisable at any time during

the period commencing on the date of this Agreement and expiring on the date

June 30, 2010 (10) years from the date of grant, unless earlier terminated

pursuant to Section 7.



         4. METHOD OF EXERCISE. The Options shall be exercisable by Optionee by

giving written notice to the Corporation of the election to purchase and of the

number of Shares Optionee elects to purchase, such notice to be accompanied by

such other executed instruments or documents as may be required by the Committee

pursuant to this Agreement, and unless otherwise directed by the Committee,

Optionee shall at the time of such exercise tender the purchase price of the

Shares he has elected to purchase. An Optionee may purchase less than the total

number of Shares for which the Option is exercisable, provided that a partial

exercise of an Option may not be for less than One Hundred (100) Shares. If

Optionee shall not purchase all of the Shares which he is entitled to purchase

under the Options, his right to purchase the remaining unpurchased Shares shall

continue until expiration of the Options. The Options shall be exercisable with

respect of whole Shares only, and fractional Share interests shall be

disregarded.



                                       1





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         5. AMOUNT OF PURCHASE PRICE. The purchase price per Share for each

Share which Optionee is entitled to purchase under the Options shall be $0.25

per Share.



         6. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of

exercise of the Options, Optionee shall tender in cash or by certified or bank

cashier's check payable to the Corporation, the purchase price for all Shares

then being purchased. Provided, however, the Board of Directors may, in its sole

discretion, permit payment by the Corporation of the purchase price in whole or

in part with Shares. If the Optionee is so permitted, and the Optionee elects to

make payment with Shares, the Optionee shall deliver to the Corporation

certificates representing the number of Shares in payment for new Shares, duly

endorsed for transfer to the Corporation, together with any written

representations relating to title, liens and encumbrances, securities laws,

rules and regulatory compliance, or other matters, reasonably requested by the

Board of Directors. The value of Shares so tendered shall be their Fair Market

Value Per Share on the date of the Optionee's notice of exercise.



         7. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. If an

Optionee's employment or other relationship with the Corporation (or a

Subsidiary) terminates for any reason other than a Change in Control (as defined

below), the effect of the termination on the Optionee's rights to acquire Shares

shall be as follows:

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