EXHIBIT 10.35



                   CONSULTANT/EMPLOYEE STOCK COMPENSATION PLAN


I.       PURPOSE OF THE PLAN.

     The purpose of this Plan is to further the growth of Incubate  This!  Inc.,
by allowing the Company to compensate  consultants  and certain other  Employees
who have provided bona fide services to the Company, through the award of Common
Stock of the Company.

II.      DEFINITIONS.

         Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:

     1.   "Award"  means  any  grant  of (i)  Common  Stock or (ii)  options  or
          warrants to purchase Common Stock made under this Plan.

     2.   "Board of Directors" means the Board of Directors of the Company.

     3.   "Code" means the Internal Revenue Code of 1986, as amended.

     4.   "Common Stock" means the Common Stock of the Company.

     5.   "Date of Grant"  means the day the Board of Directors  authorized  the
          grant of an Award or such later date as may be  specified by the Board
          of Directors as the date a particular Award will become effective.

     6.   "Consultant"  means any person or entity (i) who has  rendered or will
          render bona fide services to the Company, and (ii) who, in the opinion
          of the Board of  Directors,  are in a  position  to make,  or who have
          previously  made,  a  significant  contribution  to the success of the
          Company.

     7.   "Subsidiary" means any corporation that is a subsidiary with regard to
          as that term is defined in Section 424(f) of the Code.

III.     EFFECTIVE DATE OF THE PLAN.

         The effective date of this Plan is May 3, 2000.


IV.      ADMINISTRATION OF THE PLAN.

         The Board of Directors will be responsible  for the  administration  of
this  Plan,  and will grant  Awards  under  this  Plan.  Subject to the  express
provisions of this Plan and  applicable  law, the Board of Directors  shall have



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full  authority  and sole and absolute  discretion  to interpret  this Plan,  to
prescribe,  amend and rescind rules and regulations  relating to it, and to make
all other  determinations  which it believes to be  necessary  or  advisable  in
administering  this Plan.  The  determinations  of the Board of Directors on the
matters referred to in this Section shall be conclusive.  The Board of Directors
shall have sole and  absolute  discretion  to amend this Plan.  No member of the
Board of Directors  shall be liable for any act or omission in  connection  with
the  administration  of this Plan unless it resulted  from the member's  willful
misconduct.

V.             STOCK SUBJECT TO THE PLAN.

         The maximum  number of shares of Common Stock as to which Awards may be
granted under this Plan is 1,000,000  shares which number  represents  1,000,000
shares not yet issued under the Plan.  The Board of  Directors  may increase the
maximum  number of shares of Common  Stock as to which  Awards may be granted at
such time as it deems advisable.

VI.      PERSONS ELIGIBLE TO RECEIVE AWARDS.

         Awards may be granted only to Consultants and Employees.

VII.     GRANTS OF AWARDS.

         Except as otherwise  provided herein, the Board of Directors shall have
complete  discretion to determine  when and to which  Consultants  and Employees
Awards are to be granted,  and the number of shares of Common  Stock as to which
Awards granted to each  Consultant  and Employee will relate,  and the terms and
conditions upon which an Award may be issued (including, without limitation, the
date of  exercisability,  exercise price and term of any Award which constitutes
an option or warrant to purchase Common Stock). No grant will be made if, in the
judgment  of the Board of  Directors,  such a grant  would  constitute  a public
distribution  within the meaning of the  Securities Act of 1933, as amended (the
"Act"), or the rules and regulations promulgated thereunder.

VIII.    DELIVERY OF STOCK CERTIFICATES.

         As promptly as practicable after authorizing the grant of an Award, the
Company  shall  deliver  to the  person who is the  recipient  of the  Award,  a
certificate or certificates  registered in that person's name,  representing the
number of shares  of  Common  Stock  that  were  granted.  If  applicable,  each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction  which was not registered  under the
Act, and may only be sold or  transferred  in a  transaction  that is registered
under the Act or is exempt from the registration requirements of the Act.


IX.      RIGHT TO CONTINUED ENGAGEMENT.

         Nothing in this Plan or in the grant of an Award shall  confer upon any
Consultant  the  right to  continued  engagement  by the  Company  nor  shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.



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X.       LAWS AND REGULATIONS.

     1.   The  obligation  of the Company to sell and  deliver  shares of Common
          Stock on the grant of an Award under this Plan shall be subject to the
          condition  that counsel for the Company be satisfied that the sale and
          delivery  thereof  will not  violate  the Act or any other  applicable
          laws, rules or regulations.

     2.   This Plan is intended to meet the  requirements of Rule 16b-3 in order
          to provide officers and directors with certain exemptions from Section
          16(b) of the Securities Exchange Act of 1934, as amended.

XI.      TERMINATION OF THE PLAN.

         The Board of Directors  may suspend or terminate  this Plan at any time
or from time to time, but no such action shall adversely  affect the rights of a
person granted an Award under this Plan prior to that date.

XII.     DELIVERY OF PLAN.

         A copy of this Plan shall be  delivered to all  participants,  together
with  a copy  of the  resolution  or  resolutions  of  the  Board  of  Directors
authorizing  the granting of the Award and  establishing  the terms,  if any, of
participation.