2-INFINITY.COM, INC.
                          RESTRICTED STOCK AWARD AGREEMENT


THIS AGREEMENT is made as of the date set forth on the signature page hereof,
between 2-Infinity.com, Inc., a Colorado corporation (the "Company"), and
Patrick "Cody" Morgan (the "Participant").

1.     AWARD.  In order to reward and compensate the Participant for their
contribution to the successful performance of the Company, and in
consideration of the covenants and promises of the Participant herein
contained, the Company hereby awards to the Participant as of April 18, 2000
(the "Date of Grant"), a total of 1,500,000 shares of common stock, no par
value, of the Company, subject to the conditions and restrictions set forth
herein. ("Stock").

2.     SALE OF STOCK. The Participant shall not sell the Stock except pursuant
to an effective registration statement under the Securities Act of 1933 (or
pursuant to an exemption from registration under such act), and the
Participant hereby represents that he is acquiring the Stock for his own
account and not with the view to distribution thereof.

3.     WITHHOLDING OF TAXES.  No certificates representing the shares of Stock
shall be delivered to the Participant by the Company unless the Participant
remits to the Company the amount of all federal, state or other governmental
withholding tax requirements imposed upon the Company with respect to the
issuance of such shares or unless the provisions to so pay such withholding
requirements have been made to the satisfaction of the board of directors of
the Company (the "Board").  Subject to the Board's approval, the Participant
may elect, at least thirty (30) days (or such other period as the Board may
prescribe) prior to delivery of the stock, to satisfy such withholding tax
requirements by having the Company withhold shares otherwise deliverable
hereunder to the Participant having a Fair Market Value on the date such
shares became vested equal to the amount necessary to satisfy such withholding
tax requirements.  Any election to have the shares withheld to satisfy the
withholding tax requirements shall be made at such time and in such manner as
the Board shall prescribe.  Upon the payment of any cash dividends with
respect to such shares of Stock, the amount of such dividends shall be reduced
tot he extent necessary to satisfy any withholding tax requirements applicable
thereto prior to payment to the Participant.

4.     LIMITATION OF RIGHTS. Nothing in this Agreement shall be construed to:

       (a)    give the Participant any right to be awarded any further stock
other than in the sole discretion of the Board;

       (b)    give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company; or

       (c)    confer upon the Participant the right to continue in the
employment or service of the Company, or affect the right of the Company to
terminate the employment or service of the Participant at any time or for any
reason.



5.     NONALIENATION BENEFITS.  No right to benefit under this Agreement shall
be subject to transfer, anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, whether voluntary, involuntary, or by operation of law,
and any attempt to transfer, anticipate, alienate, sell, assign, pledge,
encumber, or charge the same shall be void.  No right or benefit hereunder
shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitles to such benefits.  If the
Participant shall become bankrupt or attempt to transfer, anticipate,
alienate, assign, sell, pledge, encumber or charge any right hereunder, or if
any creditor shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration, or any other form of process  or
involuntary lien or seizure, then such right or benefit shall cease and
terminate.

6.     PREREQUISITES TO BENEFITS.  The Participant shall not have any right
or interest in the Stock awarded hereunder, unless and until all the terms,
conditions and provisions of this Agreement which affect the Participant or
such other person shall have been complied with as specified herein.

7.     RIGHTS AS STOCKHOLDER. Subject to the limitations and restrictions
contained herein, the Participant shall have all the rights as a stockholder
with respect to the shares of Stock once such shares have been registered in
his name hereunder.

8.     SUCCESSORS AND ASSIGNS.  This Agreement shall bind and inure to the
benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal
representative, heirs, and legatees), except that the Participant may not
assign any rights or obligations under this Agreement expect to the extent and
in the manner expressly permitted herein.

9.     GOVERNING LAW.  This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Texas.

10.    GENDER AND NUMBER.  Whenever the context requires or permits, the
gender and number of words shall be interchangeable.




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Dated: April 18, 2000

                                   2-INFINITY.COM



                                   By: /s/ Majed Jalali
                                       -----------------------------------
                                       Majed Jalali,
                                       Chief Executive Officer



                                   PARTICIPANT

                                   /s/ Patrick C. Morgan
                                   ---------------------------------------
                                   Patrick "Cody" Morgan

















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