FIRST AMENDMENT TO STOCK OPTION AGREEMENT

         THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENT is made as of this 31st
day of March, 2000 between eUniverse, Inc., a Nevada corporation (the "Company")
and Charles Beilman, an individual residing in Wallingford, Connecticut
("Beilman").

                                    RECITALS:

         1. The Company and Beilman have executed that certain Stock Option
Agreement dated as of the 26th day of January, 2000 (the "Stock Option
Agreement"),

         2. The parties desire to amend the Stock Option Agreement as set forth
below.

                                   AGREEMENT:

         In consideration of the covenants and agreements contained in the Stock
Option Agreement and this Agreement, and other good and value consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

1. AMENDMENTS TO STOCK OPTION AGREEMENT. The Stock Option Agreement is hereby
amended as follows;

         A. By deleting Section 1.2(a) thereof and inserting in lieu thereof the
following

         "(a) The Option may be exercised from time to time by the Company for
all, or less than all, of the Shares of the Common Stock subject to this Option
at any time during the period of January 26, 2000 and June 1, 2000 inclusive"

         B. By deleting Section 1.2(c) thereof and inserting in lieu thereof the
following:

         "(c) The exercise price (the "Exercise Price") at which the Shares may
be purchased upon the exercise of the Option shall be $1.60 per Share
purchased."

2. MISCELLANEOUS.

         A. All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Stock Option Agreement.

         B. Except as otherwise provided herein, the terms and conditions of
the Stock Option Agreement shall remain in full force and effect.



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         IN WITNESS WHEREOF, the parties have executed or have caused their
duly authorized representatives to execute this Agreement the day and year first
above written.



                                             /s/ Charles Beilman
                                             ---------------------------------
                                             Charles Beilman
                                             32 Cooke Road
                                             Wallingford, CT 06492



                                             eUNIVERSE, INC.

                                             By: /s/ Brad Greenspan
                                                ------------------------------
                                                Its: Chairman of the Board



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Source: OneCLE Business Contracts.