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                                                                   EXHIBIT 10.24
                               ARTISTdirect, INC.

                          1999 ARTIST STOCK OPTION PLAN

        Section 1.    Description of Plan.

                      (a) This 1999 Artist Stock Option Plan (the "Artist Plan")
of ARTISTdirect, Inc., a Delaware corporation (the "Company"), is effective as
of October 6, 1999 and is designed to effect the assumption by the Company of
the ARTISTdirect LLC 1999 Artist Unit Option Plan (the "LLC Artist Plan") and
all options thereunder in connection with the incorporation of ARTISTdirect LLC.
As part of such assumption, each outstanding option to acquire Units of
ARTISTdirect LLC under the LLC Artist Plan has been converted into an option to
acquire the same number of shares of the Company's common stock (the "Common
Stock") under this Artist Plan at the same exercise price per share. All the
other terms and conditions of each such assumed option shall continue in full
force and effect.

                      (b) Under the Artist Plan, designated independent
contractors who are artists who provide products and/or services to the Company
and/or any directly or indirectly owned entities of the Company (individually, a
"Subsidiary" and collectively, the "Subsidiaries") may be granted options
("Options") to purchase shares of common stock of the Company ("Common Stock").
It is intended that the Options under this Artist Plan will not qualify for
treatment as incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), and will be designated "Nonstatutory
Stock Options."

        Section 2. Purpose of Plan. The purpose of the Artist Plan and of
granting Options to specified persons is to further the growth, development and
financial success of the Company and its Subsidiaries by providing additional
incentives to certain independent contractors who are key artists and who
provide products and/or services to the Company and/or any Subsidiary. By
assisting such persons in acquiring Common Stock, the Company can ensure that
such persons will themselves benefit directly from the growth, development and
financial success of the Company and its Subsidiaries.

        Section 3. Eligibility. The persons who shall be eligible to receive
grants of Options under the Artist Plan shall be limited to those independent
contractors who are artists who provide products and/or services to the Company
and/or any Subsidiary designated by the Plan Administrator; provided, that bona
fide services shall be rendered to the Company or its Subsidiaries by such
independent contractors, and such services shall not have been in connection
with the offer and sale of securities in a capital-raising transaction. A person
who holds an Option is herein referred to as a "Participant," and more than one
Option may be granted to any Participant.

        Section 4. Administration.

                      (a) The Artist Plan shall be administered by the Board or,
at the Board's option, by a committee established by the Board and composed of
not less than three Board members (the "Committee"). Members of the Committee
shall be appointed, both initially and as vacancies occur, by the Board, to
serve at the pleasure of the Board. Upon the first registration of an equity
security of the Company under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), to the extent possible and advisable, the Committee may be
constituted so as to permit this Artist Plan to comply with Rule 16b-3
promulgated under Section


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16 of the Exchange Act and Section 162(m) of the Code. The Committee shall meet
at such times and places as it determines and may meet through a telephone
conference call. A majority of its members shall constitute a quorum, and the
decision of a majority of those present shall constitute the decision of the
Committee. A memorandum signed by all of its members shall constitute the
decision of the Committee without the need, in such event, to hold an actual
meeting. The term "Plan Administrator" as used in this document shall mean the
Board or the Committee acting in its capacity as administrator of the Artist
Plan.

                      (b) The Plan Administrator is authorized and empowered to
administer the Artist Plan and, subject to the express provisions of the Advisor
Plan, including but not limited to Section 23, (i) to determine the dates upon
which Options shall be granted and the terms and conditions thereof in a manner
consistent with the Artist Plan, which terms and conditions need not be
identical as to the various Options granted; (ii) to interpret the Artist Plan;
(iii) to grant Options; (iv) to determine the Participants; (v) to specify the
terms of the Options; (vi) to determine the number of shares of Common Stock
which may be purchased; (vii) to accelerate the time during which an Option may
be exercised in accordance with the provisions of Section 18 hereof, and to
otherwise accelerate the time during which an Option may be exercised (but not
reduce the time of exercise for Options which have vested), in each case
notwithstanding the provisions in the Option Agreement (as defined in Section 16
hereof) stating the time during which it may be exercised; (viii) to prescribe,
amend and rescind rules relating to the Artist Plan; (ix) to authorize any
person to execute on behalf of the Company any instrument required to effectuate
the grant of an Option previously granted by the Plan Administrator; (x) to
determine the rights and obligations of Participants under the Artist Plan; and
(xi) to make all other determinations deemed necessary or advisable for the
administration of the Artist Plan. The interpretation and construction by the
Plan Administrator of any provision of the Artist Plan or of any Option granted
under it shall be final. No person serving as Plan Administrator shall be liable
for any action or determination made with respect to the Artist Plan or any
Option granted hereunder.

        Section 5. Common Stock Subject to Plan.

                      (a) The maximum number of shares of Common Stock which may
be issued under the Artist Plan shall not exceed 16,000,000 shares. Such reserve
shall consist of (i) the number of shares available for issuance under the LLC
Artist Plan immediately after the incorporation of the LLC and the conversion of
the Units issuable thereunder into shares of Common Stock plus (ii) an
additional increase of 6,433,980 shares to be approved by the Company's
stockholders.

                      (b) The number of shares of Common Stock available for
issuance under the Artist Plan shall automatically increase on the first trading
day of January each calendar year during the term of the Artist Plan, beginning
with calendar year 2001, by an amount equal to two percent (2%) of the total
number of shares of Common Stock outstanding on the last trading day in December
of the immediately preceding calendar year, but in no event shall any such
annual increase exceed 3,500,000 shares.

                      (c) Shares of Common Stock subject to outstanding Options
(including options assumed under this Plan) shall be available for subsequent
issuance under the Artist Plan to the extent (i) those Options expire or
terminate for any reason prior to exercise in full or (ii) the Options are
cancelled in accordance with the cancellation-regrant provisions of Section 13.
Unvested shares issued under the Artist Plan and subsequently repurchased by the
Company at the original issue price paid per share, pursuant to the Company's
repurchase

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rights under the Artist Plan shall be added back to the number of shares of
Common Stock reserved for issuance under the Artist Plan and shall accordingly
be available for reissuance through one or more subsequent Option grants under
the Artist Plan. However, should the exercise price of an Option under the
Artist Plan be paid with shares of Common Stock or should shares of Common Stock
otherwise issuable under the Artist Plan be withheld by the Company in
satisfaction of the withholding taxes incurred in connection with the exercise
of an Option or the vesting of a stock issuance under the Artist Plan, then the
number of shares of Common Stock available for issuance under the Artist Plan
shall be reduced by the gross number of shares for which the Option is exercised
or which vest under the stock issuance, and not by the net number of shares of
Common Stock issued to the holder of such Option or stock issuance.

        Section 6. Option Exercise Price.

                      (a) Except as provided in Sections 15 and 19 hereof, the
purchase price per share (the "Exercise Price") of the shares of Common Stock
underlying each Option shall be as determined by the Plan Administrator in its
sole discretion; provided, that in the case of any person owning greater than
10% of the total combined voting power of all classes of capital stock of the
Company (or its parent or subsidiaries), the exercise price of the Option
granted to such person shall not be less than 110% of the fair market value of
the shares of Common Stock at the time the Option is granted.

                      (b) For purposes of the Artist Plan, the fair market value
per share of Common Stock on any relevant date shall be determined in accordance
with the following procedures:

                              (i) If the Common Stock is at the time traded on
        the Nasdaq National Market, then the fair market value shall be the
        closing selling price per share of Common Stock on the date in question,
        as such price is reported by the National Association of Securities
        Dealers on the Nasdaq National Market. If there is no closing selling
        price for the Common Stock on the date in question, then the fair market
        value shall be the closing selling price on the last preceding date for
        which such quotation exists.

                              (ii) If the Common Stock is at the time listed on
        any national stock exchange, then the fair market value shall be the
        closing selling price per share of Common Stock on the date in question
        on the stock exchange determined by the Plan Administrator to be the
        primary market for the Common Stock, as such price is officially quoted
        in the composite tape of transactions on such exchange. If there is no
        closing selling price for the Common Stock on the date in question, then
        the fair market value shall be the closing selling price on the last
        preceding date for which such quotation exists.

                              (iii) If the Common Stock is at the time neither
        traded on the Nasdaq National Market nor listed on any national stock
        exchange, then the fair market value shall be determined by the Plan
        Administrator on the basis of such factors as the Plan Administrator
        shall deem appropriate.

        Section 7. Restrictions on Grants; Vesting of Options. Notwithstanding
any other provisions set forth herein or in any Option Agreement, no Options may
be granted under the Artist Plan subsequent to ten (10) years after the October
13, 1999 effective date of this Artist

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Plan. Each Option shall grant the Participant the right to purchase a specified
number of shares of Common Stock at a price determined by the Plan Administrator
in accordance with Section 6. The Options shall vest pursuant to a chronological
vesting schedule and/or based on targeted goals or other schedule established by
the Plan Administrator. The Plan Administrator shall determine the vesting
schedule, including, if applicable, the performance criteria and the performance
measurement period(s), applicable to each Option or group of Options in a
schedule, a copy of which shall be filed with the records of the Plan
Administrator and attached to each Option Agreement to which the same applies.
The vesting schedule, including, if applicable, the performance criteria and the
performance measurement period(s), need not be identical for all Options granted
hereunder. Following the conclusion of each applicable performance measurement
period, the Plan Administrator shall determine, in its sole judgment, the
extent, if at all, that each Option subject thereto shall have become
exercisable based upon the applicable performance criteria and the schedule of
exercisability. The Plan Administrator may periodically review the performance
criteria applicable to any Option or Options and, in its sole judgment, may
adjust the same to reflect significant events involving the Company or any
Subsidiary, such as mergers, acquisitions, asset sales, other extraordinary
corporate events and extraordinary losses and gains, significant changes in the
level of capital expenditures, as well as changes in accounting treatment.

        Section 8. Exercise of Options.

                      (a) Once vested, and prior to its termination date, an
Option may be exercised by the Participant by giving written notice to the
Company specifying the number of shares of Common Stock to be purchased and
accompanied by payment of the full Exercise Price for those shares in cash or by
check payable to the Company's order. The Plan Administrator may structure one
or more Options so that following the date the Common Stock is first registered
under Section 12 of the Exchange Act (the "Section 12 Registration Date"), the
Exercise Price may also be paid in any of the following forms:

                              (i) shares of Common Stock held for the requisite
        period necessary to avoid a charge to the Company's earnings for
        financial reporting purposes and valued at fair market value on the
        exercise date, or

                              (ii) to the extent the Option is exercised for
        vested shares, through a special sale and remittance procedure pursuant
        to which the Participant shall concurrently provide irrevocable
        instructions to (a) a Company-designated brokerage firm to effect the
        immediate sale of the purchased shares and remit to the Company, out of
        the sale proceeds available on the settlement date, sufficient funds to
        cover the aggregate Exercise Price payable for the purchased shares plus
        all applicable federal, state and local income and employment taxes
        required to be withheld by the Company by reason of such exercise and
        (b) the Company to deliver the certificates for the purchased shares
        directly to such brokerage firm in order to complete the sale.

                      Except to the extent such sale and remittance procedure is
utilized, payment of the Exercise Price for the purchased shares must be made on
the date the Option is exercised.

        Section 9. Limited Transferability. Any Option held by the Participant
at the time of his or her death shall be assigned or transferred pursuant to
such Participant's will or the laws of inheritance. However, any Option may be
assigned in whole or in part during the Participant's

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lifetime to one or more members of the Participant's immediate family or to a
trust established exclusively for one or more such family members or may be
assigned to the Participant's former spouse pursuant to a domestic relations
order. The assigned portion may only be exercised by the person or persons who
acquire a proprietary interest in the Option pursuant to the assignment. The
terms applicable to the assigned portion shall be the same as those in effect
for the Option immediately prior to such assignment and shall be set forth in
such documents issued to the assignee as the Plan Administrator may deem
appropriate. Notwithstanding the foregoing, the Participant may also designate
one or more persons as the beneficiary or beneficiaries of his or her
outstanding Options, and those Options shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries
upon the Participant's death while holding those Options. Such beneficiary or
beneficiaries shall take the transferred Options subject to all the terms and
conditions of the applicable agreement evidencing each such transferred Option,
including (without limitation) the limited time period during which the Option
may be exercised following the Participant's death.

        Section 10. Cessation of Service.

                      (a) The following provisions shall govern the exercise of
any Options held by the Participant at the time of cessation of Service or
death:

                              (i)    Any   Option   outstanding   at  the  time
        of the Participant's cessation of Service for any reason shall remain
        exercisable for such period of time thereafter as shall be determined by
        the Plan Administrator and set forth in the documents evidencing the
        Option, but no such Option shall be exercisable after the expiration of
        the option term.

                              (ii) Any Option held by the Participant at the

        time of death and exercisable in whole or in part at that time may be
        subsequently exercised by the personal representative of the
        Participant's estate or by the person or persons to whom the Option is
        transferred pursuant to the Participant's will or the laws of
        inheritance or by the Participant's designated beneficiary or
        beneficiaries of that Option.

                              (iii)  In  the  event   the   Participant's
        Service is terminated for Cause, all Options held by that Participant
        under the Artist Plan shall immediately terminate, except to the extent
        the Option Agreement provides for a limited period of exercise following
        such a termination for Cause. For purposes of this Artist Plan, "Cause"
        shall have the following meaning: (A) termination of any other written
        agreement governing the terms of the Participant's contractual
        relationship with the Company and/or any Subsidiary prior to the
        expiration of the full term thereof either (x) by the Company or such
        Subsidiary due to a material breach thereof by Participant and the
        Participant's failure to cure such breach within the cure period, if
        any, specified therein or (y) by Participant other than due to a
        material breach thereof by the Company or such Subsidiary and the
        failure by the Company or such Subsidiary to cure such breach within the
        cure period, if any, specified therein; and (B) any other definition
        ascribed to it in any other written agreement governing the terms of the
        Participant's contractual relationship with the Company and/or any
        Subsidiary.

                              (iv) During the applicable post-Service exercise
        period, the Option may not be exercised in the aggregate for more than
        the number of

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        vested shares for which the Option is exercisable on the date of the
        Participant's cessation of Service. Upon the expiration of the
        applicable exercise period or (if earlier) upon the expiration of the
        option term, the Option shall terminate and cease to be outstanding for
        any vested shares for which the Option has not been exercised. However,
        the Option shall, immediately upon the Participant's cessation of'
        Service, terminate and cease to be outstanding to the extent the Option
        is not otherwise at that time exercisable for vested shares.

                      (b) The Plan Administrator shall have complete discretion,
exercisable either at the time an Option is granted or at any time while the
Option remains outstanding, to:

                              (i) extend the period of time for which the Option
        is to remain exercisable following the Participant's cessation of
        Service from the limited exercise period otherwise in effect for that
        Option to such greater period of time as the Plan Administrator shall
        deem appropriate, but in no event beyond the expiration of the option
        term, and/or

                              (ii) permit the Option to be exercised, during the
        applicable post-Service exercise period, not only with respect to the
        number of vested shares of Common Stock for which such Option is
        exercisable at the time of the Participant's cessation of Service but
        also with respect to one or more additional installments in which the
        Participant would have vested had the Participant continued in Service.

                      (c) Except to the extent otherwise specifically provided
in the documents evidencing the Option, the Participant shall be deemed, for
purposes of the Artist Plan, to continue in Service for so long as such
Participant performs services for the Company (or any parent or Subsidiary) in
the capacity of an employee, a non-employee member of the board of directors or
a consultant or independent advisor, including services rendered pursuant to any
Store Agreement in effect between the Participant and ARTISTdirect New Media,
LLC.

        Section 11. Stockholder Rights. The holder of an Option shall have no
stockholder rights with respect to the shares subject to that Option until such
person shall have exercised the Option, paid the Exercise Price and become a
holder of record of the purchased shares.

        Section 12. Repurchase Rights. The Plan Administrator shall have the
discretion to grant Options which are exercisable for unvested shares of Common
Stock. Should the Participant cease Service while holding such unvested shares,
the Company shall have the right to repurchase, at the Exercise Price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

        Section 13. Option Cancellation and Regrant. The Plan Administrator
shall have the authority to effect, at any time and from time to time, with the
consent of the affected option holders, the cancellation of any or all
outstanding Options under the Artist Plan (including the assumed Options
hereunder) and to grant in substitution new Options covering the same or
different number of shares of Common Stock but with an Exercise Price per share
based on the fair market value per share of Common Stock on the new grant date.

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        Section 14. Issuance of Common Stock. The Company's obligation to issue
its shares of Common Stock upon exercise of an Option is expressly conditioned
upon (A) the compliance by the Company with any registration or other
qualification obligations with respect to such shares of Common Stock under any
state and/or federal law or rulings and regulations of any government regulatory
body, and/or (B) the making of such investment representations or other
representations and undertakings by the Participant (or the Participant's legal
representative, heir, legatee or beneficiary, as the case may be) in order to
comply with the requirements of any exemption from any such registration or
other qualification obligations with respect to such shares of Common Stock
which the Company in its sole discretion shall deem necessary or advisable. Such
required representations and undertakings may include representations and
agreements that such Participant (or the Participant's legal representative,
heir, legatee or beneficiary): (a) is purchasing such shares of Common Stock for
investment and not with any present intention of selling or otherwise disposing
of such shares of Common Stock; and (b) agrees to have a legend placed upon the
face and reverse of any certificates evidencing such shares of Common Stock (or,
if applicable, an appropriate data entry made in the ownership records of the
Company) setting forth (i) any representations and undertakings which such
Participant has given to the Company or a reference thereto, and (ii) that,
prior to effecting any sale or other disposition of any such shares of Common
Stock, the Participant must furnish to the Company an opinion of counsel,
satisfactory to the Company and its counsel, to the effect that such sale or
disposition will not violate the applicable requirements of state and federal
laws and regulatory agencies; provided, however, that any such legend or data
entry shall be removed when no longer applicable. The inability of the Company
to obtain, from any regulatory body having jurisdiction, authority reasonably
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of Common Stock pursuant to the exercise of an Option granted
hereunder shall suspend the Company's obligation to permit the exercise of such
Option or to issue any shares of Common Stock thereupon. Any shares of Common
Stock issued by the Company upon exercise of an Option granted hereunder shall
be subject to all obligations under this Artist Plan, including without
limitation any right of first offer of the Company and others with respect to
all shares of Common Stock proposed to be transferred by Participant under
Section 16(b) hereof, the drag-along rights described in Section 16(c) hereof,
and certain other restrictions set forth in each particular Option Agreement.

        Section 15. Recapitalization; Change in Control.

                      (a) Subject to paragraph (c) of this Section 15, if any
change is made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Company's receipt
of consideration, appropriate adjustments shall be made by the Plan
Administrator to (i) the maximum number and/or class of securities issuable
under the Artist Plan, (ii) the number and/or class of securities and the
Exercise Price per share in effect under each outstanding Option under the
Artist Plan and (iii) the maximum number and/or class of securities by which the
share reserve is to increase automatically each calendar year pursuant to the
provisions of Section 5. Such adjustments to the outstanding Options are to be
effected in a manner which shall preclude the enlargement or dilution of rights
and benefits under such Options. Any such adjustment in an outstanding Option,
however, shall be made without a change in the total Exercise Price applicable
to the unexercised portion of the Option but with a corresponding adjustment in
the Exercise Price for each share of Common Stock covered by the Option. In
making such adjustments, or in determining that no such adjustments are
necessary, the Plan Administrator may rely upon the advice of counsel and
accountants to the Company, and the determination of the Plan Administrator
shall be binding. No fractional


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        shares of Common Stock shall be issued or issuable under the Artist
Plan on account on any such adjustment.

                      (b) Each Option outstanding under the Artist Plan at the
time of a Change in Control (as defined below) shall automatically vest in full
so that each such Option shall, immediately prior to the effective date of the
Change in Control, become exercisable for all of the shares of Common Stock at
the time subject to that Option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock. However, an outstanding Option
shall not vest on such an accelerated basis if and to the extent: (i) such
Option is assumed by the successor corporation (or parent thereof) or otherwise
continued in full force and effect pursuant to the terms of the Change in
Control transaction or (ii) such Option is to be replaced with a cash incentive
program which preserves the spread existing on the unvested option shares at the
time of the Change in Control and provides for subsequent payout in accordance
with the same vesting schedule applicable to those unvested option shares or
(iii) the acceleration of such Option is subject to other limitations imposed by
the Plan Administrator at the time of the Option grant. Any Options originally
granted under the LLC Artist Plan and assumed under this Plan which are
outstanding at the time of a Change in Control shall continue to be governed by
the change in control/extraordinary event provisions of the LLC Artist Plan (as
such provisions are set forth in attached Schedule A), except to the extent the
Plan Administrator determines to extend one or more provisions of this Section
15 to those Options.

                      (c) Immediately following the consummation of the Change
in Control, all outstanding Options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof) or
otherwise continued in full force and effect pursuant to the terms of the Change
in Control transaction.

                      (d) Each Option which is assumed in connection with a
Change in Control or otherwise continued in effect shall be appropriately
adjusted, immediately after such Change in Control, to apply to the number and
class of securities which would have been issuable to the Participant in
consummation of such Change in Control, had the Option been exercised
immediately prior to such Change in Control. Appropriate adjustments shall also
be made to the Exercise Price payable per share under each outstanding Option,
provided the aggregate Exercise Price payable for such securities shall remain
the same. To the extent the actual holders of the Company's outstanding Common
Stock receive cash consideration for their Common Stock in consummation of the
Change in Control, the Company or any successor corporation may, in connection
with the assumption or continuation of the outstanding Options under this Artist
Plan, substitute one or more shares of its own common stock with a fair market
value equivalent to the cash consideration paid per share of Common Stock in the
Change in Control transaction.

                      (e) The Plan Administrator shall have the discretionary
authority to structure one or more Options so that those Options shall,
immediately prior to the effective date of a Change in Control, become
exercisable for all the shares of Common Stock at the time subject to those
Options and may be exercised for any or all of those shares as fully vested
shares of Common Stock, whether or not those Options are to be assumed in the
Change in Control or otherwise continued in full force and effect.
Alternatively, the Plan Administrator shall have the authority to structure one
or more Options so that those Options shall become exercisable in whole or in
part on an accelerated basis in the event the Optionee's Service is subsequently
terminated within a designated period following the effective date of any Change
in Control in which those Options are assumed or otherwise continued in full
force and effect.

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                      (f) For purposes of this Section 15, the term "Change in
Control" shall mean any of the following transactions effecting a change in
control or ownership of the Company:

                              (i) a stockholder-approved merger or consolidation
        in which securities possessing more than fifty percent (50%) of the
        total combined voting power of the Company's outstanding securities are
        transferred to a person or persons different from the persons holding
        those securities immediately prior to such transaction, or

                              (ii) a stockholder-approved sale, transfer or
        other disposition of all or substantially all of the Company's assets in
        complete liquidation or dissolution of the Company, or

                              (iii) the acquisition, directly or indirectly by
        any person or related group of persons (other than the Company or a
        person that directly or indirectly controls, is controlled by, or is
        under common control with, the Company), of beneficial ownership (within
        the meaning of Rule 13d-3 of the Exchange Act) of securities possessing
        more than fifty percent (50%) of the total combined voting power of the
        Company's outstanding securities pursuant to a tender or exchange offer
        made directly to the Company's stockholders.

                      (g) The grant of an Option under the Artist Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassification or changes in its capital or business structures or to merge,
consolidate, dissolve, or liquidate or to sell or transfer all or any part of
its business or assets or undertake any other permitted corporate action.

        Section 16. Option Agreement. Each Option granted under the Artist Plan
shall be evidenced by a written option agreement (an "Option Agreement")
executed by the Company and the Participant which (a) shall contain each of the
provisions and agreements herein specifically required to be contained therein;
(b) shall contain provisions which give the Company and certain others a right
of first offer to purchase shares of Common Stock issued pursuant to the
exercise of Options granted under the Artist Plan which a Participant proposes
to sell; (c) shall contain "drag-along" rights, that, in the event of the sale
of shares of Common Stock held by Donald Muller and Marc Geiger or their
respective permitted successors or assignees (collectively, the "Founders"),
shall enable the Founders to cause any shares of Common Stock previously issued
pursuant to the exercise of Options granted under the Artist Plan to be included
in such sale, and to cause the Company to terminate the remaining Options upon
payment of the difference between the sale price and the exercise price of such
Options; and (d) may contain such other terms and conditions as the Plan
Administrator deems desirable and which are not inconsistent with the Artist
Plan. The clause (b) and (c) provisions shall automatically terminate upon the
Section 12 Registration Date.

        Section 17. Termination of Options. Each Option granted under the Artist
Plan shall set forth a termination date thereof, which shall be not later than
ten (10) years from the date such Option is granted (the "Expiration Date"),
subject to earlier termination as set forth in Section 10 or Section 15 hereof,
or as otherwise set forth in each particular Option Agreement.

        Section 18. Acceleration of Options. Notwithstanding the provisions of
Section 7 or any provision to the contrary contained in a particular Option
Agreement, the Plan Administrator, in its sole discretion, may accelerate the
vesting of all or any portion of any Option then

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outstanding. The decision by the Plan Administrator to accelerate an Option or
to decline to accelerate an Option shall be final. In the event of the
acceleration of the exercisability of Options as the result of a decision by the
Plan Administrator pursuant to this Section 18, each outstanding Option so
accelerated shall be exercisable for a period from and after the date of such
acceleration and upon such other terms and conditions as the Plan Administrator
may determine in its sole discretion, provided that such terms and conditions
(other than terms and conditions relating solely to the acceleration of
exercisability and the related termination of an Option) may not adversely
affect the rights of any Participant without the consent of the Participant so
adversely affected. Any outstanding Option which has not been exercised by the
holder at the end of such period shall terminate automatically at that time.

        Section 19. Substitute Options. If the Company at any time should
succeed to the business of another entity through a merger, consolidation,
corporate reorganization or exchange, or through the acquisition of stock or
assets of such entity or its subsidiaries or otherwise, Options may be granted
under the Artist Plan to option holders of such entity or its subsidiaries, in
substitution for options to purchase interests in such entity held by them at
the time of succession. The Plan Administrator, in its sole and absolute
discretion, shall determine the extent to which such substitute Options shall be
granted (if at all), the person or persons to receive such substitute Options
(who need not be all option holders of such entity), the number of shares of
Common Stock to be subject to the Option granted to each such person, the
Exercise Price of such Option and the other terms and conditions of such
substitute Options.

        Section 20. Withholding of Taxes.

                      (a) The Company, or a Subsidiary, as the case may be, may
deduct and withhold from the wages, salary, bonus and other income paid by the
Company (or such Subsidiary) to the Participant the requisite tax upon the
amount of taxable income, if any, recognized by the Participant in connection
with the exercise of any Option, or the sale of shares of Common Stock issued to
the Participant upon the exercise of an Option, as may be required from time to
time under any federal, state, local or foreign tax laws and regulations. This
withholding of tax shall be made from the Company's (or such Subsidiary's)
concurrent or subsequent payments of wages, salary, bonus or other income to the
Participant or by payment to the Company (or such Subsidiary) by the Participant
of the required withholding tax, as the Plan Administrator may determine.

                      (b) The Plan Administrator may, in its discretion, provide
any or all holders of Nonstatutory Options or unvested shares of Common Stock
under the Artist Plan with the right to use shares of Common Stock in
satisfaction of all or part of the withholding taxes to which such holders may
become subject in connection with the exercise of those Options or the vesting
of those shares. Such right may be provided to any such holder in either or both
of the following formats:

                              (i) Stock Withholding: The election to have the
        Company withhold, from the shares of Common Stock otherwise issuable
        upon the exercise of such Nonstatutory Option or the vesting of such
        shares, a portion of those shares with an aggregate fair market value
        equal to the percentage of the withholding taxes (not to exceed one
        hundred percent (100%)) designated by the holder.

                              (ii) Stock Delivery: The election to deliver to
        the Company, at the time the Nonstatutory Option is exercised or the
        shares vest,

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        one or more shares of Common Stock previously acquired by such holder
        (other than in connection with the option exercise or share vesting
        triggering the withholding taxes) with an aggregate fair market value
        equal to the percentage of the withholding taxes (not to exceed one
        hundred percent (100%)) designated by the holder.

        Section 21. Effectiveness and Termination of the Artist Plan. The Artist
Plan shall be effective as of October 6, 1999; provided, however, that
stockholder approval of the Artist Plan must be obtained by the Company within
12 months after the date the Artist Plan is adopted by the Board. The Artist
Plan shall terminate, in addition to the other termination events set forth
herein, when all shares of Common Stock which may be issued hereunder have been
so issued as fully-vested shares. However, the Board may, in its sole
discretion, terminate the Artist Plan at any prior time; provided further that
in any event, unless earlier terminated, the Artist Plan shall automatically
terminate on the tenth anniversary of the adoption of the Artist Plan by the
Board or the tenth anniversary of the approval of the Artist Plan by the
stockholders, whichever is earlier. Subject to Section 17 hereof, no such
termination shall in any way affect any Option then outstanding.

        Section 22. Time of Granting Options. The date of grant of an Option
shall, for all purposes, be the date on which the Plan Administrator makes the
determination granting such an Option. Notice of the determination shall be
given to each Participant to whom an Option is so granted within a reasonable
time after the date of such grant.

        Section 23. Amendment of Plan and Options. The Plan Administrator may
make such amendments to the Artist Plan and in the terms and conditions of
granted Options as it shall deem advisable, including, without limitation,
accelerating the time at which an Option may be exercised. No amendment shall in
any way adversely affect any Option then outstanding, without the consent of the
Participant so adversely affected.

        Section 24. No Obligation to Exercise Option. The granting of an Option
shall impose no obligation on the Participant to exercise such Option.

        Section 25. Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board of Directors, the
members of the Committee serving as Plan Administrator shall be indemnified by
the Company to the fullest extent permitted by law against the reasonable
expenses, including attorney's fees, actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Artist
Plan or any Option granted thereunder, and against all amounts paid by them in
satisfaction of a judgment in any such action, suit or proceeding except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Board or Committee member is not entitled to
indemnification under applicable law; provided, however, that within sixty (60)
days after institution of any such action, suit or proceeding such Board or
Committee member shall in writing offer the Company the opportunity, at the
Company's expense to handle and defend the same, and such Board or Committee
member shall cooperate with and assist the Company in the defense of any such
action, suit or proceeding. The Company shall not be obligated to indemnify any
Board or Committee member with regard to any settlement of any action, suit or
proceeding of which the Company did not consent to in writing prior to such
settlement.

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        Section 26. Governing Law. The Artist Plan and any Option granted
pursuant to the Artist Plan shall be construed under and governed by the laws of
the State of California without regard to conflict of law provisions thereof.

        Section 27. Not an Employment or Consulting Agreement. Nothing contained
in the Artist Plan or in any Option Agreement shall confer, intend to confer or
imply any rights of employment or any rights to a consulting relationship or
rights to continued employment by, or a consulting relationship with, the
Company or any Subsidiary in favor of any Participant or limit the ability of
the Company or any Subsidiary to terminate, with or without cause, in its sole
and absolute discretion, the employment or consulting relationship of any
Participant, subject to the terms of any written employment or other agreement
to which a Participant is a party. In addition, nothing contained in the Artist
Plan or in any Option Agreement shall preclude any lawful action by the Company
or the Board.

        Section 28. Access to Financial Information. Until the Section 12
Registration Date, the Company shall deliver a balance sheet and income
statement at least annually to each person holding an outstanding Option under
the Plan, unless such person is a key employee whose duties in connection with
the Company assure such person of access to equivalent financial information.

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                                   SCHEDULE A

                      SPECIAL CHANGE IN CONTROL PROVISIONS

        The following change in control provisions shall be in effect for any
Options originally granted under the LLC Plan and assumed under this Artist
Plan, except to the extent the Plan Administrator subsequently determines to
extend one or more provisions of Section 15 of the Artist Plan to those options:

                      (a) Upon (i) the dissolution, liquidation, or sale of all
or substantially all of the business, properties and assets of the Company, (ii)
any reorganization, merger, consolidation, sale or exchange of securities in
which the Company does not survive, (iii) any reorganization, merger,
consolidation, sale or exchange of securities in which the Company does survive
and any of the Company's stockholders (each, a "Stockholder") have the
opportunity to receive cash, securities of another entity and/or other property
in exchange for their shares of Common Stock of the Company, or (iv) any
acquisition by any person or group (as defined in Section 13(d) of the Exchange
Act), of beneficial ownership of more than fifty percent (50%) of the Company's
then outstanding shares of Common Stock (each of the events described in clauses
(i), (ii), (iii), or (iv), is referred to herein as an "Extraordinary Event"),
each outstanding Option subject to this Schedule A shall terminate unless the
Company elects to have such Option survive the Extraordinary Event pursuant to
paragraph (c) below.

                      (b) Upon the occurrence of an Extraordinary Event,
notwithstanding any provision of any applicable Option Agreement, each
Participant holding an Option subject to this Schedule A shall have the right
until ten (10) days before the effective date of such Extraordinary Event to
exercise, in whole or in part, such Option, to the extent such Option is then
vested and exercisable pursuant to the provisions of such Option and Section 7
of the Artist Plan. In this regard, the Company shall notify each Participant in
writing of the Company's intent to engage in any Extraordinary Event on or
before the date (the "Notice Date") that is no less than thirty (30) days before
the effective date of such Extraordinary Event.

                      (c) If, in the case of any Extraordinary Event, the Plan
Administrator does not elect to accelerate an Option subject to this Schedule A,
then, at the election of the Company and/or the surviving entity, either: (i)
the Company shall permit such Option to survive such Extraordinary Event or (ii)
the surviving entity (which may be the Company) shall tender to the Participant
holding such Option an option or options to purchase shares of Common Stock or
other equity interests in such surviving entity, and such continuing new option
or options shall contain such terms and provisions as shall be required to
substantially preserve the rights and benefits of such Option then outstanding
under the Artist Plan with any reasonable changes to take into account the
circumstances of the surviving entity.