Director Option Plan - GSV Inc.

                          CYBERSHOP INTERNATIONAL, INC.

                              DIRECTOR OPTION PLAN

1.        PURPOSE

          The  purpose of the  Director  Option Plan (the  "Plan") of  CyberShop
International,  Inc., a Delaware  corporation (the  "Company"),  is to encourage
ownership  in the Company by outside  directors of the Company  whose  continued
services  are  considered  essential  to the  Company's  future  progress and to
provide them with a further incentive to remain as directors of the Company.

2.        ADMINISTRATION

          The  Compensation  Committee of the Company's  Board of Directors (the
"Committee")  shall  supervise and administer the Plan.  Grants of stock options
under the Plan and the amount  and  nature of the awards to be granted  shall be
automatic  and  non-discretionary  in accordance  with Section 5.  However,  all
questions of  interpretation of the Plan or of any options issued under it shall
be determined by the Committee and such determination shall be final and binding
upon all persons having an interest in the Plan.

3.        DIRECTORS ELIGIBLE FOR PARTICIPATION

          Each  director of the Company who is not an employee of, or consultant
to, the Company or any  subsidiary or affiliate of the Company shall be eligible
to participate in the Plan.

4.        STOCK SUBJECT TO THE PLAN

          (a)      The maximum number of common shares which may be issued under
                   the Plan shall be seventy thousand  (70,000) shares of common
                   stock, par value $.001 of the Company ("Common Stock").

          (b)      If any  outstanding  option  under  the Plan  for any  reason
                   expires or is  terminated  without  having been  exercised in
                   full, the Common Stock allocable to the  unexercised  portion
                   of  such  option  shall  again  become  available  for  grant
                   pursuant to the plan.

5.        TERMS, CONDITIONS AND FORM OF OPTIONS

          Each option  granted  under the Plan shall be  evidenced  by a written
agreement in such form as the Committee  shall from time to time approve,  which
agreements  shall  comply  with  and be  subject  to  the  following  terms  and
conditions:







          (a)      Option  Grant  Dates.  Each  eligible  director,  including a
                   director  serving in that capacity on the  effective  date of
                   the  Plan,  shall be  granted  an option  to  purchase  three
                   thousand  (3,000)  shares of Common  Stock for each year such
                   director  serves on the  Board of the  Company.  Such  option
                   shall be granted on the date of election or reelection of the
                   Director.  All options  granted  under the Plan shall vest on
                   the  first  anniversary  of the  date of grant  and  shall be
                   exercisable for a period of three (3) years thereafter.

          (b)      Option Exercise Price. The option exercise price per share of
                   Common Stock for each option  granted under the Plan shall be
                   equal to the fair  market  value of the  stock on the date of
                   grant. For the purposes hereof,  the term "fair market value"
                   shall mean the fair market value as  determined in good faith
                   by the Committee.

          (c)      Options Non-Transferable.  Each option granted under the Plan
                   by its  terms  shall  not  be  transferable  by the  optionee
                   otherwise  than  by  will,  or by the  laws  of  descent  and
                   distribution,  or pursuant to a qualified  domestic relations
                   order (as  defined  in Section  414(p) of the  United  States
                   Internal  Revenue Code (the "Code")),  and shall be exercised
                   during the lifetime of the optionee only by him. No option or
                   interest  therein may be  transferred,  assigned,  pledged or
                   hypothecated by the optionee during his lifetime,  whether by
                   operation  of  law  or  otherwise,  or  be  made  subject  to
                   execution, attachment or similar process.

          (d)      Exercise  Period.  Except as otherwise  provided in the plan,
                   each  option may be  exercised  fully on the date of grant of
                   such option,  provided  that,  subject to the  provisions  of
                   Section  5(e),  no option may be  exercised  more than ninety
                   (90) days after the optionee ceases to serve as a director of
                   the  Company.  No  option  shall  be  exercisable  after  the
                   expiration  of four (4) years from the date of grant or prior
                   to approval of the Plan by the  stockholders  of the Company,
                   whichever is earlier.

          (e)      Exercise Period Upon Death. Notwithstanding the provisions of
                   Section  5(d),  any  option  granted  under  the  Plan may be
                   exercised in full upon the death of an optionee while serving
                   as a  director  of the  Company  by the  person to whom it is
                   transferred by will, by the laws of descent and  distribution
                   or by written notice filed pursuant to Section 5(h).

          (f)      Exercise Procedure.  Options may be exercised only by written
                   notice to the Company at its principal office  accompanied by
                   payment of the full  consideration for the Common Stock as to
                   which they are exercised.

          (g)      Payment of Purchase Price. Options granted under the Plan may
                   provide for the payment of the exercise price (i) by delivery
                   of cash or a check to the order


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                   of the Company in an amount  equal to the  exercise  price of
                   such  options  or,  (ii)  to  the  extent   provided  in  the
                   applicable  option  agreement,  by delivery to the Company of
                   Common Stock then owned by the optionee  having a fair market
                   value  equal in amount to the  exercise  price of the Options
                   being exercised,  or (iii) by any combination of such methods
                   of  payment.  The fair  market  value of any Common  Stock or
                   other  non-cash  consideration  which may be  delivered  upon
                   exercise of an option shall be determined by the Committee.

          (h)      Exercise of  Representative  Following  Death of Director.  A
                   director, by written notice to the Company, may designate one
                   or  more   persons   (and  from  time  to  time  change  such
                   designation)  including  his legal  representative,  who,  by
                   reason of his death,  shall acquire the right to exercise all
                   or a portion  of the  option.  If the  person or  persons  so
                   designated  wish to exercise any portion of the option,  they
                   must do so within the term of the option as provided  herein.
                   Any  exercise  by a  representative  shall be  subject to the
                   provisions of the Plan.

6.        ASSIGNMENTS

          The rights and benefits under the Plan may not be assigned  except for
the designation of a beneficiary as provided in Section 5.

7.        LIMITATION OF RIGHTS

          (a)      No Right to Continue as a Director.  Neither the Plan nor the
                   granting of an option nor any other action taken  pursuant to
                   the Plan, shall constitute or be evidence of any agreement or
                   understanding,  express or  implied,  that the  Company  will
                   retain a director for any period of time.

          (b)      No Stockholders'  Rights for Options.  An optionee shall have
                   no rights as a  stockholder  with respect to the Common Stock
                   covered by his options  until the date of the issuance to him
                   of a share  certificate  therefor,  and no adjustment will be
                   made for  dividends or other rights for which the record date
                   is prior to the date such certificate is issued.

8.        CHANGES IN CAPITAL STOCK

          (a)      If (x) the outstanding  shares of Common Stock are increased,
                   decreased  or  exchanged  for a  different  number or kind of
                   share or other security of Company,  or (y) additional shares
                   of Common Stock or new or different shares of Common Stock or
                   other  securities of the Company or other non-cash assets are
                   distributed with respect to such shares or other  securities,
                   through or as a result of any merger, consolidation,  sale of
                   all  or  substantially  all  of the  assets  of the  Company,
                   reorganization,  recapitalization,   reclassification,  stock
                   dividend,


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                   stock split, reverse stock split or other similar transaction
                   with  respect  to  such  shares  or  other   securities,   an
                   appropriate and proportionate adjustment shall be made in (i)
                   the maximum  number and kind of shares  reserved for issuance
                   under the  Plan,  and (ii) the  number  and kind of shares or
                   other securities  subject to then  outstanding  options under
                   the Plan and (iii) the price for each  share  subject  to any
                   then outstanding options under the Plan, without changing the
                   aggregate  purchase  price as to which  such  options  remain
                   exercisable.  No  fractional  shares will be issued under the
                   Plan on account of any such adjustments.  Notwithstanding the
                   foregoing,  no  adjustment  shall  be made  pursuant  to this
                   Section 8 if such adjustment  would cause the Plan to fail to
                   comply  with Rule  16b-3 or any  successor  rule  promulgated
                   pursuant  to Section  16 of the  Securities  Exchange  Act of
                   1934, as amended.

          (b)      In the event that the Company is merged or consolidated  into
                   or  with  another  corporation  (in  which  consolidation  or
                   merger, the stockholders of the Company receive distributions
                   of cash or securities of another issuer as a result thereof),
                   or in the event that all or  substantially  all of the assets
                   of the Company are acquired by any other person or entity, or
                   in  the  event  of a  reorganization  or  liquidation  of the
                   Company,  the Board of Directors of the Company, or the board
                   of directors of any  corporation  assuming the obligations of
                   the Company,  shall,  as to  outstanding  options take one or
                   more of the following actions:  (i) provide that such options
                   shall  be  assumed,   or  equivalent  options  shall  be  sub
                   stituted,  by the acquiring or succeeding  corporation (or an
                   affiliate thereof), (ii) upon written notice to the optionee,
                   provide  that  all   unexercised   options   will   terminate
                   immediately  prior to the  consummation  of such  transaction
                   unless  exercised by the optionee  within a specified  period
                   following  the date of such  notice,  or (iii) if,  under the
                   terms of a merger  transaction,  holders of the Common  Stock
                   will  receive  upon  consummation  thereof a cash payment for
                   each share  surrendered  in the merger (the "Merger  Price"),
                   make or provide for a cash payment to the optionees  equal to
                   the difference  between (A) the Merger Price times the number
                   of shares of Common Stock subject to such outstanding options
                   (to the extent  then  exercisable  at prices not in excess of
                   the Merger Price) and (B) the aggregate exercise price of all
                   such  outstanding  options in exchange for the termination of
                   such options.

9.        AMENDMENT OF THE PLAN

          The Committee may suspend or  discontinue  the Plan or review or amend
it in any respect whatsoever;  provided,  however,  that without approval of the
stockholders  of the Company no revision or amendment shall change the number of
shares  subject to the Plan or the number of shares  issuable to any director of
the  Company  under the Plan  (except  as  provided  in Section  8),  change the
designation of the class of directors eligible to receive options, or materially
increase the benefits accruing to participants under the Plan, and further


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provided,  that no amendment to the number of shares of Common Stock issuable to
any director shall be effected more than once in any six month period.

10.       WITHHOLDING

          The Company  shall have the right to deduct from  payments of any kind
otherwise  due to the  optionee,  any federal,  state or local taxes of any kind
required by law to be withheld  with respect to any shares  issued upon exercise
of options under the Plan.

11.       EFFECTIVE DATE AND DURATION OF THE PLAN

          (a)      Effective Date. The Plan shall become  effective when adopted
                   by the Board of  Directors of the Company and approved by the
                   Company's stockholders.  Amendments to the plan not requiring
                   stockholder  approval shall become  effective when adopted by
                   the  Committee;  amendments  requiring  stockholder  approval
                   shall become effective when adopted by the Committee,  but no
                   option granted after the date of such amendment  shall become
                   exercisable  (to the extent that such  amendment  to the Plan
                   was  required to enable the Company to grant such option to a
                   particular  optionee)  unless and until such amendment  shall
                   have been  approved by the  Company's  stockholders.  If such
                   stockholder approval is not obtained within six months of the
                   Committee's  adoption of such amendment,  any options granted
                   on or after the date of such amendment shall terminate to the
                   extent that such amendment to the Plan was required to enable
                   the Company to grant such option to a particular optionee.

          (b)      Termination.  Unless sooner terminated by the Committee,  the
                   Plan  shall  terminate  upon  the date on  which  all  shares
                   available for issuance  under the Plan shall have been issued
                   pursuant to the exercise or  cancellation  of options granted
                   under the Plan.

12.       NOTICE:

          Any written notice to the Company required by any of the provisions of
the Plan shall be  addressed  to the  Secretary  of the Company and shall become
effective when it is received.

13.       GOVERNMENTAL REGULATION

          The Company's  obligation  to sell and deliver  shares of Common Stock
under the plan is subject to the approval of or requirements of any governmental
authority  applicable in connection with the  authorization  issuance or sale of
such shares.


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14.       COMPLIANCE WITH RULE 16b-3

          Transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successor  promulgated pursuant to Section 16 of
the Securities  Exchange Act of 1934, as amended. To the extent any provision of
the Plan or  action  by the  Committee  in  administering  the plan  fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed advisable by the Committee.

15.       GOVERNING LAW

          The Plan and all determinations made and actions taken pursuant hereto
shall be  governed  by the laws of the  State  of  Delaware  and the laws of the
United States applicable therein.

16.       SUCCESSORS AND ASSIGNS

          This Plan  shall  inure to the  benefit  of and be  binding  upon each
successor and assign of the Company.  All obligations  imposed upon an optionee,
and all  rights  granted to the  Company  hereunder,  shall be binding  upon the
optionee's heirs, legal representatives and successors.

17.       ENTIRE AGREEMENT

          This  Plan and the  written  agreement  with  respect  to each  option
granted  under this Plan  constitute  the entire  agreement  with respect to the
subject  matter  hereof  and  thereof,   provided  that  in  the  event  of  any
inconsistency  between  the Plan and  such  written  agreement,  the  terms  and
conditions of this Plan shall control.


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