

                           THE 1998 STOCK OPTION PLAN

                                       OF

                            CYBERAMERICA CORPORATION

<PAGE>
             THE 1998 STOCK OPTION PLAN OF CYBERAMERICA CORPORATION

     CyberAmerica  Corporation,  a Nevada  corporation (the  "Company"),  hereby
adopts The 1998 Stock Option Plan of CyberAmerica  Corporation (the "Plan") this
13th day of July 1998.  Under the Plan, the Company may grant options to acquire
the Company's common stock, par value $0.001 (the "Stock"), from time to time to
employees of the Company or its  subsidiaries,  all on the terms and  conditions
set forth herein  ("Options").  In addition,  at the  discretion of the Board of
Directors,  Options  may from time to time be  granted  under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the  Company or its  subsidiaries  but are not  employees  of the Company or its
subsidiaries,  provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection  with the offer or sale
of securities in a capital-raising transaction.

1.   Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team,  attracting  qualified  officers and employees
capable of assuring  the future  success of the  Company,  and  rewarding  those
individuals who have contributed to the success of the Company.  The Company has
designed  this  Plan to aid it in  retaining  the  services  of  executives  and
employees and in attracting new personnel when needed for future  operations and
growth and to provide such  personnel  with an incentive to remain  employees of
the Company,  to use their best efforts to promote the success of the  Company's
business,  and to  provide  them with an  opportunity  to obtain or  increase  a
proprietary  interest in the Company.  It is also designed to permit the Company
to  reward  those  individuals  who are not  employees  of the  Company  but who
management  perceives to have  contributed  to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Options.

2.   Administration  of  this  Plan.   Administration  of  this  Plan  shall  be
determined  by the  Company's  Board of  Directors  (the  "Board").  Subject  to
compliance  with  applicable  provisions  of the  governing  law,  the Board may
delegate  administration  of this Plan or  specific  administrative  duties with
respect  to this Plan on such  terms and to such  committees  of the Board as it
deems  proper  (hereinafter  the  Board  or its  authorized  committee  shall be
referred to as "Plan  Administrators").  The  interpretation and construction of
the terms of this  Plan by the Plan  Administrators  thereof  shall be final and
binding on all participants in this Plan absent a showing of demonstrable error.
No member of the Plan  Administrators  shall be liable for any  action  taken or
determination  made in good faith with respect to this Plan. Any Option approved
by a majority  vote of those Plan  Administrators  attending a duly and properly
held  meeting  shall be valid.  Any Option  approved by the Plan  Administrators
shall be approved as specified by the Board at the time of delegation.

3.   Shares of Stock  Subject  to this  Plan.  A total of six  hundred  thousand
(600,000)  shares of Stock may be subject  to, or issued  pursuant  to,  Options
granted  under this Plan.  If any right to acquire Stock granted under this Plan
is exercised by the delivery of shares of Stock or the  relinquishment of rights
to shares of Stock,  only the net shares of Stock  issued  (the  shares of stock
issued  less the shares of Stock  surrendered)  shall  count  against  the total
number of shares reserved for issuance under the terms of this Plan.

4.   Reservation  of Stock on  Granting  of  Option.  At the time any  Option is
granted under the terms of this Plan,  the Company will reserve for issuance the
number  of shares of Stock  subject  to such  Option  until it is  exercised  or
expires. The Company may reserve either authorized but unissued shares or issued
shares reacquired by the Company.
<PAGE>
5.   Eligibility.  The Plan  Administrators  may  grant  Options  to  employees,
officers, and directors of the Company and its subsidiaries,  as may be existing
from time to time, and to other individuals who are not employees of the Company
or its  subsidiaries,  including  consultants  and advisors,  provided that such
consultants  and  advisors  render  bona fide  services  to the  Company  or its
subsidiaries  and such services are not rendered in connection with the offer or
sale of  securities  in a  capital-raising  transaction.  In any case,  the Plan
Administrators  shall  determine,  based on the  foregoing  limitations  and the
Company's best interests, which employees, officers, directors,  consultants and
advisors  are  eligible to  participate  in this Plan.  Options  shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan  Administrators,  all as may be within the  provisions of
this Plan.

6.   Term of Options and Certain Limitations on Right to Exercise.

     a.   Each Option shall have its term established by the Plan Administrators
     at the time the Option is granted.

     b.   The term of the  Option,  once it is granted,  may be reduced  only as
     provided for in this Plan and under the express  written  provisions of the
     Option.

     c.   Unless otherwise  specifically  provided by the written  provisions of
     the Option or required by applicable disclosure or other legal requirements
     promulgated  by  the  Securities  and  Exchange   Commission   ("SEC"),  no
     participant of this Plan or his or her legal  representative,  legatee,  or
     distributee  will be,  or shall be  deemed  to be, a holder  of any  shares
     subject to an Option unless and until such participant exercises his or her
     right to acquire  all or a portion  of the Stock  subject to the Option and
     delivers the required  consideration  to the Company in accordance with the
     terms of this  Plan and  then  only as to the  number  of  shares  of Stock
     acquired.  Except as  specifically  provided  in this Plan or as  otherwise
     specifically   provided  by  the  written  provisions  of  the  Option,  no
     adjustment  to the exercise  price or the number of shares of Stock subject
     to the Option  shall be made for  dividends  or other  rights for which the
     record  date is prior to the date on which the Stock  subject to the Option
     is acquired by the holder.

     d.   Options shall vest and become exercisable at such time or times and on
     such  terms as the Plan  Administrators  may  determine  at the time of the
     grant of the Option.

     e.   Options may contain such other  provisions,  including  further lawful
     restrictions  on the  vesting  and  exercise  of the  Options  as the  Plan
     Administrators may deem advisable.

     f.   In no event may an Option be  exercised  after the  expiration  of its
     term.

     g.   Options shall be  non-transferable,  except by the laws of descent and
     distribution.

7.   Exercise Price. The Plan Administrators  shall establish the exercise price
payable to the  Company  for shares to be  obtained  pursuant  to Options  which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8.   Payment of Exercise  Price.  The exercise of any Option shall be contingent
on receipt by the Company of the exercise  price paid in either cash,  certified
or personal check payable to the Company.
<PAGE>
9.   Withholding.  If  the  grant  or  exercise  of  an  Option  is  subject  to
withholding  or other trust fund payment  requirements  of the Internal  Revenue
Code of 1986, as amended (the "Code"),  or applicable  state or local laws,  the
Company will  initially pay the  Optionee's  liability and will be reimbursed by
Optionee  no later than six  months  after such  liability  arises and  Optionee
hereby agrees to such reimbursement terms.

10.  Dilution or Other  Adjustment.  The shares of Common Stock  subject to this
Plan and the exercise price of outstanding  Options are subject to proportionate
adjustment  in the event of a stock  dividend on the Common Stock or a change in
the number of issued  and  outstanding  shares of Common  Stock as a result of a
stock split,  consolidation,  or other  recapitalization.  The  Company,  at its
option, may adjust the Options, issue replacements, or declare Options void.

11.  Options to Foreign  Nationals.  The Plan  Administrators  may,  in order to
fulfill the purpose of this Plan and without  amending this Plan,  grant Options
to foreign  nationals or individuals  residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the  Options  made to United  States  residents  in order to  recognize
differences  among the  countries  in law, tax policy,  and custom.  Such grants
shall  be made in an  attempt  to give  such  individuals  essentially  the same
benefits as contemplated  by a grant to United States  residents under the terms
of this Plan.

12.  Listing and  Registration  of Shares.  Each Option  shall be subject to the
requirement  that if at any time the Plan  Administrators  shall  determine,  in
their sole discretion,  that it is necessary or desirable to list, register,  or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental  agency or
regulatory  body as a condition of, or in connection  with, the granting of such
Option or the issuance or purchase of shares thereunder,  such Option may not be
exercised  in whole or in part  unless  and until  such  listing,  registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13.  Expiration  and  Termination  of this Plan.  This Plan may be  abandoned or
terminated  at any time by the Plan  Administrators  except with  respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 600,000th share is issued hereunder.

14.  Amendment of this Plan.  This Plan may not be amended more than once during
any six month  period,  other  than to comport  with  changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder.  The Plan  Administrators  may  modify  and  amend  this Plan in any
respect;  provided,  however,  that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable  provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.

     ATTEST:

/s/ Richard Surber
------------------
Richard D. Surber, President and CEO
