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EXHIBIT 6(a)
2000 STOCK OPTION PLAN
OF
UNITED NETWORK MARKETING SERVICES, INC.
1. THE PLAN. This 2000 Stock Option Plan (the "Plan") is intended to
encourage ownership of stock of TrueYou.com Inc. (the "Corporation") by
specified directors, officers, employees and consultants of the Corporation and
its subsidiaries and to provide additional incentive for them to promote the
success of the business of the Corporation.
2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Paragraph 14
hereof, the total number of shares of Common Stock, par value $.001 per share,
of the Corporation (the "Stock") which may be issued pursuant to Incentive Stock
Options (as hereinafter defined) and non-Incentive Stock Options granted under
the Plan (the "Options") shall be 500,000. Such shares of Stock may be in whole
or in part, either authorized and unissued shares or treasury shares as the
Board of Directors of the Corporation (the "Board") shall from time to time
determine. If an Option shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares covered thereby shall (unless the
Plan shall have been terminated) again be available for Options under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board or a committee (the "Committee") composed of at least two members of the
Board which shall have plenary authority, in its discretion, to determine, with
respect to options granted to employees, the employees of the Corporation and
its subsidiaries to whom Options shall be granted ("Optionees"), the number of
shares to be subject to each Option (subject to the provisions of Paragraph 2),
the terms of each Option, and the nature of the Option (i.e., whether an
Incentive Stock Option or a non-Incentive Stock Option). The Board shall have
plenary authority, subject to the express provisions of the Plan, to interpret
the Plan, to prescribe, amend and rescind any rules and regulations relating to
the Plan and to take such other action in connection with the Plan as it deems
necessary or advisable. The interpretation and construction by the Board of any
provisions of the Plan or of any Option granted thereunder
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shall be final and no member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
thereunder by the Committee.
4. PERSONS ELIGIBLE FOR OPTIONS.
All directors, officers, employees and consultants of the
Corporation or its subsidiaries shall be eligible for Options. In making the
determination as to persons to whom Options shall be granted and as to the
number of shares to be covered by such Options, the Committee shall take into
account the duties of the respective persons, their present and potential
contributions to the success of the Corporation and such other factors as it
shall deem relevant in connection with accomplishing the purpose of the Plan.
5. TERM OF PLAN. The Plan shall terminate on, and no Options shall be
granted after, October 31, 2010 provided that the Committee may at any time
terminate the Plan prior thereto.
6. MAXIMUM OPTION GRANT. With respect to Options which are intended to
qualify as Incentive Stock Options, the aggregate fair market value (determined
as of the time the Option is granted) of the Stock with respect to which ISO's
granted to any employee (whether under this Plan or under any other stock option
plan of the Corporation) become exercisable for the first time in any calendar
year may not exceed $100,000.
7. OPTION PRICE. Each Option shall state the option price, which shall
be, in the case of Incentive Stock Options, not less than 100% of the fair
market value of the Stock on the date of the granting of the Option, nor less
than 110% of such fair market value in the case of an Incentive Stock Option
granted to an individual who, at the time the Option is granted, is a 10% Holder
(as hereinafter defined). The fair market value of shares of Stock shall be
determined by the Committee in good faith.
8. TERM OF OPTIONS.
The term of each Option granted hereunder shall be for a
maximum of ten years from the date of granting thereof, and a maximum of five
years in the case of an Incentive Stock Option granted to a 10% Holder, but may
be for a lesser period or be
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subject to earlier termination as hereinafter provided.
9. EXERCISE OF OPTIONS. An Option may be exercised from time to time as
to any part or all of the Stock to which the Optionee shall then be entitled,
provided, however, that an Option may not be exercised as to less than 100
shares at any time (or for the remaining shares then purchasable under the
Option, if less than 100 shares). The purchase price of the Stock issuable upon
exercise of an Option shall be paid in full at the time of the exercise thereof
(i) in cash or (ii) by the transfer to the Corporation of shares of its Stock
with a fair market value (as determined by the Committee) equal to the purchase
price of the Stock issuable upon exercise of such Option, provided that such
shares have been beneficially owned by the Optionee for at least six months. The
holder of an Option shall not have any rights as a stockholder with respect to
the Stock issuable upon exercise of an Option until certificates for such Stock
shall have been delivered to him after the exercise of the Option.
10. NON-TRANSFERABILITY OF OPTIONS. Except as provided in the following
sentence, an Option shall not be transferable otherwise than by will or the laws
of descent and distribution and is exercisable during the lifetime of the
employee only by him or his guardian or legal representative. Options that do
not qualify as ISOs shall be transferable to members of an Optionee's immediate
family, including trusts for the benefit of such family members and partnerships
or limited liability companies in which such family members are the only
partners. A transferred Option shall be subject to all of the same terms and
conditions as if such Option had not been transferred.
11. FORM OF OPTION. Each Option granted pursuant to the Plan shall be
evidenced by an agreement (the "Option Agreement") which shall clearly identify
the status of the Options granted thereunder (i.e., whether an Incentive Stock
Option or non-Incentive Stock Option) and which shall be in such form as the
Committee shall from time to time approve. The Option Agreement shall comply in
all respects with the terms and conditions of the Plan and may contain such
additional provisions, including, without limitation, restrictions upon the
exercise of the Option, as the Committee shall deem advisable.
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12. TERMINATION OF SERVICE OR DEATH OF OPTIONEE. In the case of an ISO,
upon the termination of an Optionee's service as an employee of the Company, or
the death or disability of an Optionee, the Option shall be exercisable (to the
extent that such Option was exercisable at the time of the termination of
service of the Optionee or at the time of the death of the Optionee, as the case
may be): (i) during the period that ends six months following the date the
Optionee ceases to be an employee of the Company due to the Optionee's
disability (within the meaning of Section 22(e)(3) of the Code) or death or (ii)
three months following the date the Optionee ceases to be an employee of the
Company for any reason other than disability or death.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes
in the outstanding Stock of the Corporation by reason of stock dividends,
splitups, recapitalizations, mergers, consolidations, combinations or exchanges
of shares, separations, reorganizations or liquidations, the number and class of
shares or the amount of cash or other assets or securities available upon the
exercise of any Option granted hereunder and the maximum number of shares as to
which Options may be granted to an Optionee shall be correspondingly adjusted,
to the end that the Optionee's proportionate interest in the Corporation, any
successor thereto or in the cash, assets or other securities into which shares
are converted or exchanged shall be maintained to the same extent, as near as
may be practicable, as immediately before the occurrence of any such event. All
references in this Plan to "Stock" from and after the occurrence of such event
shall be deemed for all purposes of this Plan to refer to such other class of
shares or securities issuable upon the exercise of Options granted pursuant
hereto.
14. STOCKHOLDER APPROVAL. This Plan, with respect to ISO's only, is
subject to and no ISO's shall be exercisable hereunder until after the approval
by the holders of a majority of the Stock of the Corporation voting at a duly
held meeting of the stockholders of the Corporation (or by written consent if
permissible under applicable law) within twelve months after the date of the
adoption of the Plan by the Board. In the event such stockholder approval is not
obtained, then any and all ISO's granted prior to said twelve month period shall
thereafter automatically be deemed to be non-ISO's and no ISO's may thereafter
be granted under this Plan.
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15. AMENDMENT OF THE PLAN. The Board shall have complete power and
authority to modify or amend the Plan (including the form of Option Agreement)
from time to time in such respects as it shall deem advisable; provided,
however, that the Board shall not, without the approval of the votes represented
by a majority of the outstanding Stock of the Corporation present or represented
at a meeting duly held in accordance with the applicable laws of the
Corporation's jurisdiction of incorporation and entitled to vote at a meeting of
stockholders or by the written consent of stockholders owning stock representing
a majority of the votes of the Corporation's outstanding stock, (i) increase the
maximum number of shares which in the aggregate are subject to Options under the
Plan (except as provided by Paragraph 13), (ii) extend the term of the Plan or
the period during which Options may be granted or exercised, (iii) reduce the
Option price, in the case of ISOs, below 100% (110% in the case of an ISO
granted to a 10% Holder) of the fair market value of the Stock issuable upon
exercise of Options at the time of the granting thereof, other than to change
the manner of determining the fair market value thereof, (iv) increase the
maximum number of shares of Stock for which any employee may be granted Options
under the Plan pursuant to Paragraph 6, (v) materially increase the benefits
accruing to participants under the Plan, (vi) modify the requirements as to
eligibility for participation in the Plan, or (vii) with respect to Options
which are ISOs, amend the Plan in any respect that would cause such Options to
no longer qualify for ISO treatment pursuant to the Internal Revenue Code. No
termination or amendment of the Plan shall, without the consent of the
individual Optionee, adversely affect the rights of such Optionee under an
Option theretofore granted to him or under such Optionee's Option Agreement.
16. TAXES. The Corporation may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with any Options granted under the Plan. The Corporation may further
require notification from the Optionees upon any disposition of Stock acquired
pursuant to the exercise of Options granted hereunder.
17. CODE REFERENCES AND DEFINITIONS. Whenever reference is made in this
Plan to a section of the Internal Revenue Code, the reference shall be to said
section as it is now in force or as it may hereafter be amended by any amendment
which is applicable to
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this Plan. The term "subsidiary" shall have the meaning given to the term
"subsidiary corporation" by Section 425(f) of the Internal Revenue Code. The
terms "Incentive Stock Option" and "ISO" shall have the meanings given to them
by Section 422 of the Internal Revenue Code. The term "10% Holder" shall mean
any person who, for purposes of Section 422 of the Internal Revenue Code owns
more than 10% of the total combined voting power of all classes of stock of the
employer corporation or of any subsidiary corporation.
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