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                                                                    Exhibit 10.6

                                 TAKES.COM, INC.

          AMENDED AND RESTATED INDEPENDENT CONTRACTOR STOCK OPTION PLAN

         Takes.com, Inc. (formerly known as "America's Home Page, Inc.") has
previously adopted the America's Home Page, Inc. Independent Contractor Stock
Option Plan (the "Prior Plan") which was approved by its Board of Directors on
May 13, 1999 and by its Stockholders on May 20, 1999.

         The Company desires to amend and restate the Prior Plan to change the
name of the Prior Plan and to increase the number of shares of Common Stock (as
hereafter defined) reserved for grants of Options.

         The Company hereby adopts this Takes.com, Inc. Amended and Restated
Independent Contractor Stock Option Plan.

         1. Statement of Purpose. The purpose of the Takes.com, Inc. Amended and
Restated Independent Contractor Stock Option Plan (the "Plan") is to serve as a
performance incentive and to encourage the ownership of Takes.com, Inc. (the
"Company") common stock by consultants, service providers and other Independent
Contractors who perform services for the Company and its Affiliates to give such
Independent Contractors an incentive to provide quality service and thereby
increase the value number of the Company and its Affiliates and to promote the
identification of the interests of such Independent Contractors with those of
the stockholders of the Company.

         2. Definitions. Capitalized terms used in the Plan not otherwise
defined herein shall have the following meanings (whether used in the singular
or plural):

            (a) "AFFILIATE" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated association or other
entity (other than the Company) that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company including, without limitation, any member of an affiliated group of
which the Company is a common parent corporation as provided in Section 1504 of
the Code.

            (a) "BOARD" means the Board of Directors of the Company.

            (b) "CAUSE" means (i) any act or omission which permits the Company
to terminate its relationship immediately with an Independent Contractor which
is the Participant or of which the Participant is an employee or has an
ownership interest; (ii) any act of gross negligence or willful misconduct on
the part of the Independent Contractor which is the Participant or any of the
employees or owners of the Independent Contractor which, in the opinion of the
Committee, has or may have an adverse affect on the Company's customer accounts
or the business of the Company or an Affiliate; or (iii) any failure to cure a
breach of the obligations of the Independent Contractor which is the Participant
or of which the Participant is an employee or has an ownership interest under
its Independent Contractor Agreement within
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ten (10) days after the Company or an Affiliate has given written notice of such
breach to the Independent Contractor.

            (c) "CODE" means the Internal Revenue Code of 1986, as amended.

            (d) "COMMITTEE" means the committee appointed by the Board to
administer this Plan, or if no such committee is appointed, the Board.

            (e) "COMMON STOCK" means the shares of the Common Stock, $0.001 par
value, of the Company whether presently or hereafter issued, and any other stock
or security resulting from adjustment thereof as described hereinafter or the
common stock of any successor to the Company which is designated for the purpose
of the Plan.

            (f) "DIRECTOR" means a member of the Board.

            (g) "DISINTERESTED PERSON" means a Director who meets the
requirements of Rule 16b-3(b)(3)(i) of the Exchange Act (and any successor
regulation thereto), as such rule is amended from time to time and as
interpreted by the SEC.

            (h) "EFFECTIVE DATE" shall have the meaning set forth in Section 14.

            (i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            (j) "EXERCISE PRICE" means the price at which a holder of an Option
may purchase the Shares issuable upon exercise of the Option.

            (k) "FAIR MARKET VALUE" means, as of any date, the value of a share
of the Company's Common Stock determined as follows:

                        (1) if such Common Stock is publicly traded and is then
            listed on a national securities exchange, its closing price on the
            last trading day prior to the date of determination as reported in
            The Wall Street Journal;

                        (2) if such Common Stock is publicly traded but is not
            quoted on a national securities exchange, the average of the closing
            bid and asked prices on the last trading day prior to the date of
            determination; or

                        (3) if none of the foregoing is applicable, by the
            Committee in good faith.

            (l) "INDEPENDENT CONTRACTOR" means a Person providing consulting,
advisory, or other services to the Company or any of its Affiliates pursuant to
an Independent Contractor Agreement either directly or as an employee of such
Person obligated to perform services to the Company or any of its Affiliates
under the Independent Contractor

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Agreement, and which Person is not an employee or Director of the Company or any
of its Affiliates.

            (m) "INDEPENDENT CONTRACTOR AGREEMENT" means a written agreement
between the Company or one or more of its Affiliates and a Person engaging such
Person to be an Independent Contractor.

            (n) "NON-EMPLOYEE DIRECTOR PLAN" means the Takes.com, Inc. Amended
and Restated Stock Option Plan for Non-Employee Directors.

            (o) "OPTION" means an award of an option to purchase shares of
Common Stock pursuant to Section 5 of the Plan.

            (p) "PERMITTED TRANSFEREE" means the Participant's spouse, lineal
ancestors or lineal descendants or to trusts or family partnerships for the
benefit of the foregoing.

            (q) "PERSON" means an individual, corporation, limited liability
company, partnership, joint venture, trust or other entity.

            (r) "SEC" means the Securities and Exchange Commission.

            (s) "SECURITIES ACT" means the Securities Act of 1933, as amended.

            (t) "STOCK OPTION AGREEMENT" means, with respect to Options granted
under the Plan, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Options.

         3. Administration.

            (a) The Plan shall be administered by the Committee, whose
interpretation of the terms and provisions of the Plan shall be final and
conclusive. During all times that the Company is subject to Section 16 of the
Exchange Act, the Committee shall consist of not less than two (2) members of
the Board, each of whom is a Disinterested Person, to comply with the
requirements of Section 16(b) and Rule 16b-3 of the Exchange Act. Any member of
the Committee may resign upon notice to the Board and the Board will have the
authority to remove, replace or fill any vacancy of any member of the Committee
upon notice to the Committee and the affected member.

            (b) A majority of the Committee (including those members of the
Committee participating via teleconference) will constitute a quorum at any
meeting thereof and the acts of a majority of the members present or acts
approved in writing by a majority of the entire Committee without a meeting will
be the acts of the Committee for purposes of this Plan. The Committee may
authorize any one or more of its members or an officer of the Company to execute
and deliver documents on behalf of the Committee and may appoint and compensate
agents, counsel, auditors or other specialists to aid it in the discharge of its
duties.

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            (c) Each action and determination made or taken pursuant to the Plan
by the Committee, including any interpretation or construction of the Plan,
shall be final and conclusive for all purposes and upon all persons.

            (d) No member of the Committee shall be liable for any action or
determination made or taken by him or the Committee in good faith with respect
to the Plan. Each member of the Committee shall be fully justified in relying or
acting in good faith upon any report made by the independent public accountants
of the Company, and upon any other information furnished in connection with this
Plan. In no event shall any person who is or shall have been a member of the
Committee be liable for any determination made or other action taken or any
omission to act in reliance upon any such report or information, or for any
action taken, including the furnishing of information, or failure to act, if in
good faith. Each person who is or at any time serves as a member of the
Committee shall be indemnified and held harmless by the Company against and from
(i) any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such person in connection with or resulting from any claim, action,
suit, or proceeding to which such person may be a party or in which such person
may be involved by reason of any action or failure to act under this Plan and
(ii) any and all amounts paid by such person in satisfaction of judgment in any
such action, suit, or proceeding relating to the Plan. Each person covered by
this indemnification shall give the Company an opportunity, at its own expense,
to handle and defend the same before such person undertakes to handle and defend
the same on such person's own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such
persons may be entitled under the certificate of incorporation or by-laws of the
Company, as a matter of law, or otherwise, or any power that the Company may
have to indemnify such person or hold such person harmless.

         4. Eligibility. The Committee, in its sole discretion, shall identify
those Independent Contractors to whom Options may be granted under the Plan
(each such person is referred to herein as a "Participant"). Notwithstanding the
foregoing, no Options shall be granted under this Plan to those Independent
Contractors who are also eligible to participate in the Non-Employee Director
Plan.

         5. Granting of Options.

            (a) The Committee may, in its sole discretion, grant Options to
purchase shares of Common Stock under the terms and conditions set forth in this
Plan, subject to any contractual limitation on the Company. Upon each
determination by the Committee that Options should be granted to a Participant
under the Plan, such Participant shall execute a Stock Option Agreement in such
form as the Committee shall determine from time to time.

            (b) Each Option shall entitle the holder thereof to purchase
specified number of shares of Common Stock as set forth in the Stock Option
Agreement executed by the Participant. The aggregate number of shares of Common
Stock which shall be available for such Options under this Plan shall be
400,000; provided, however, that such number of available shares and the number
of shares of Common Stock outstanding under the Plan shall be subject in all
cases to adjustment as provided in Sections 10 and 11 herein.

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            (c) In the event that Options expire or are terminated or canceled
while unexercised, the Common Stock attributable to such Options may be
allocated or subject to subsequent Options granted by the Committee (including a
grant in substitution for a canceled Option). Common Stock subject to Options
may also be made available from unissued or reacquired Common Stock.

            (d) Options granted under the Plan are not intended to be treated as
incentive stock options as defined in Section 422 of the Code.

            (e) Each Option granted hereunder shall be subject to any provision
necessary to ensure compliance with federal and state securities laws.

            (f) A Participant shall not be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares of Common Stock
attributable to such Option unless and until the Option is exercised pursuant to
the terms thereof, the Company shall have issued and delivered the shares to the
Participant, and the Participant's name shall have been entered as a stockholder
of record on the books of the Company. Thereafter, the Participant shall have
full voting, dividend, and other ownership rights with respect to such shares of
Common Stock.

         6. Option Price. Subject to the provisions of Sections 10 and 11
hereof, the Options shall be granted at an Exercise Price equal to the Fair
Market Value of the Common Stock on the date the Option is granted or such other
amount as determined in the sole discretion of the Committee.

         7. Duration of Options, Increments, and Extensions. Except as otherwise
provided herein, each Option shall be for a term of ten (10) years (the "Option
Period"). Each Option shall be vested or exercisable by the Participant as set
forth in the Stock Option Agreement governing the Option(s) granted hereunder.
Except as otherwise specified hereunder, the Committee may in its sole
discretion accelerate the time at which an Option granted hereunder may be
exercised. All or any part of the shares of Common Stock attributable to the
Option(s) to which the Participant's right to purchase has vested may be
purchased at the time of such vesting or at any time or times thereafter during
the Option Period except as otherwise specified in the Stock Option Agreement
governing such Option(s).

         8. Exercise of Options.

            (a) An Option may be exercised by giving written notice to the
Company, attention of the President/Chief Executive Officer, specifying the
number of shares of Common Stock attributable to the Option to be purchased,
accompanied by (i) the full purchase price for the shares of Common Stock to be
purchased and (ii) any other documents which the Committee, in its discretion
deems necessary to evidence the exercise, in whole or in part, of the Options.

            (b) The method or methods of payment of the Exercise Price of an
Option and any amounts required by Section 8(g) hereof may consist of:

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                        (i) cash;

                        (ii) a check;

                        (iii) a promissory note in a form specified by the
            Committee and payable to the Company;

                        (iv) whole shares of Common Stock already owned by the
            Participant exercising the Option;

                        (v) the withholding of shares of Common Stock issuable
            upon the Participant's exercise of the Option (subject to the
            restrictions as set forth in Section 8(g) hereof); or

                        (vi) by any combination of the foregoing.

            (c) Unless otherwise provided in the Participant's Stock Option
Agreement, on receipt of written notice of exercise, the Committee may elect to
cash out all or part of the portion of any Option to be exercised by paying the
Participant an amount in cash equal to the excess of the Fair Market Value of
the Common Stock that is subject to the Option over the Option Price times the
number of shares of Common Stock subject to the Option on the effective date of
such cash out.

            (d) At the time a Participant exercises an Option, the Committee
may, if it shall determine it necessary or desirable in order to comply with any
applicable laws or regulations relating to the sale of securities, require the
Participant (or his or her heirs, legatees, or legal representative, as the case
may be) as a condition upon the exercise thereof, to deliver to the Company a
written representation of present intention to purchase the shares of Common
Stock subject to the Option for investment only and not with any present
intention to resell the same and that the Participant will dispose of such
shares only in compliance with such laws and regulations relating to the sale of
securities.

            (e) An appropriate legend may be placed upon each certificate, if
any, evidencing the shares of Common Stock delivered to the Participant upon
exercise of part or all of an Option stating that the registration of the shares
of Common Stock may be necessary to offer, sell or transfer such shares in order
to comply with any applicable laws or regulations relating to the sale of
securities.

            (f) The Participant (or his or her heirs, legatees, or legal
representative, as the case may be) shall agree to comply with the provisions of
the Stock Option Agreement.

            (g) At the time of the exercise of any Option, the Committee may
require, as a condition of the exercise of such Option, the Participant (or his
or her heirs, legatees, or legal representative, as the case may be) to pay the
Company an amount equal to the amount of tax the Company may be required to
withhold to obtain a deduction for federal income tax purposes as a

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result of the exercise of such Option. A Participant (or his or her heirs,
legatees, or legal representative, as the case may be) may elect in lieu of
paying cash to direct the Company to withhold shares of Common Stock with a fair
market value equal to the amount necessary to satisfy the required tax
withholding and the Committee shall determine the timing and other terms and
conditions in which the use of Common Stock to satisfy required tax withholding
may take place.

            (h) Any fractional shares of Common Stock attributable to the
exercise of Options shall be eliminated at the time of payment or payout by
rounding down for fractions of less than one half (1/2) and rounding up for
fractions of equal to or more than one half (1/2). No cash settlements shall be
made with respect to fractional shares eliminated by rounding.

         9. Transferability of Options. No Option granted under the Plan shall
be assignable or transferable by the Participant to whom it is granted, either
voluntarily or by operation of law, except (i) by will or the laws of descent
and distribution, (ii) pursuant to a qualified domestic relations order as
defined by (a) the Code or (b) Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder or (iii) during the
lifetime of the Participant, to a Permitted Transferee. During the lifetime of
the Participant, Options shall be exercisable only by the Participant or a
Permitted Transferee (or in the event of incapacity of the Participant, by the
person or persons properly appointed to act on behalf of the Participant).
Following a transfer of an Option to a Permitted Transferee, any such Option
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to the transfer. Notwithstanding the foregoing, the events
contained in Section 9 hereof shall continue to be applied with respect to the
original Participant and transferred Options shall expire on or after the date
the original Independent Contractor which is the Participant or of which the
Participant is an employee or has an ownership interest ceases to be engaged as
an Independent Contractor on behalf of the Company or its Affiliates as provided
in Subsections 9(a)-(b).

         10. Modification/Substitution of Options. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted.

         11. Adjustment to Common Stock Attributable to Options.

            (a) In the event that outstanding shares of Common Stock as a whole
are increased, decreased, changed into, or exchanged for a different number or
kind of shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure, or any recapitalization or reclassification of the Company
with any other corporation, limited liability company or partnership, an
appropriate and proportionate adjustment shall be made, on an equitable basis as
determined by the Committee in the number and kinds of securities subject to the
Plan, whether or not at the time attributable to outstanding Options, to which
the holders of outstanding shares of Common Stock will be

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entitled pursuant to the transaction and the Exercise Price of the Options shall
be appropriately adjusted.

            (b) Upon dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation in which the Company is not the
surviving corporation, or upon the sale of substantially all of the assets of
the Company to another corporation, the Plan and the Options issued thereunder
shall terminate (the "Plan Termination Date"), unless provision is made in
connection with such transaction for the assumption of Options theretofore
granted or the substitution for such Options of new options of the successor
corporation or a parent or subsidiary thereof, with appropriate adjustment as to
the number and kinds of shares attributable to such Options and the exercise
price of such Options. In the event of such termination, all outstanding Options
shall be exercisable in full for at least thirty (30) days prior to the Plan
Termination Date.

            (c) In the event of a change in the Common Stock which is limited to
a change in the designation thereof to "capital stock" or other similar
designation, or a change in par value, without increase or decrease in the
number of issued shares, the shares resulting from any such change shall be
deemed to be Common Stock within the meaning of this Plan.

            (d) Unless otherwise specifically provided in a Stock Option
Agreement granting Options pursuant to this Plan, the following events shall not
be deemed a dilutive event requiring an adjustment under Section 11 herein: (i)
the issuance by the Company of Common Stock or another class of Company stock
upon a sale for fair value to an investor in the Company; (ii) the issuance of
any Options under this Plan or another plan sponsored by the Company to purchase
Common Stock; (iii) the issuance of options to purchase another class of the
Company's stock under any other plan sponsored by the Company; (iv) the issuance
of Common Stock upon the exercise of Options under the Plan or another plan
sponsored by the Company; (v) the issuance of another class of the Company's
stock upon the exercise of options under another plan sponsored by the Company;
(vi) the granting of restricted Common Stock to employees, officers, Directors
or other Independent Contractors; or (vii) the granting of any other
equity-based compensation to an employee, Director or another Independent
Contractor.

            (e) Notwithstanding the foregoing, the existence of this Plan shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of bonds, debentures, preferred or other
stocks with preference ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, the dissolution or liquidation of the
Company, any sale or transfer of all or any part of the Company's assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

         12. Amendment and Termination of Plan. The Company may amend or
discontinue the Plan at any time; provided, however, that (i) no such action may
be taken without such stockholder approval as may be required by the Company's
by-laws or certificate of incorporation, the rules and regulations of any
securities exchange or association on which the

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Common Stock may be listed or any other applicable law which decreases the
Exercise Price, increases the maximum term of Options, materially increases the
benefits accruing to Participants hereunder, materially increases the number of
shares of Common Stock that may be issued pursuant to this Plan (except as
provided in Section 11) or materially modifies the requirements as to
eligibility for participation hereunder and (ii) no such amendment or
discontinuance shall materially adversely affect any Options previously granted
without the consent of the Participant or violate any contractual limitation on
the Company. No Options may be granted after termination or discontinuance of
the Plan.

         13. Effective Date. The Plan was adopted and authorized by the Board on
June 23, 1999, approved by the written consent of the Company's stockholders on
_____________, 1999 and shall be deemed to have become effective as of June 23,
1999.

         14. Relationship to Other Benefits.

            (a) No payment under this Plan shall be taken into account in
determining any benefits under any pension, retirement, profit sharing, or group
insurance plan of the Company.

            (b) Neither the adoption of the Plan by the Board nor the submission
of the Plan to the stockholders of the Company for approval shall be construed
as creating any limitations on the power of the Company or the Board to adopt
such other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be applicable either generally or only in specific cases.

         15. No Right to Continuance of Independent Contractor Agreement.
Nothing in this Plan will be deemed to alter the relationship between the
Company or an Affiliate and an Independent Contractor which is the Participant
or of which the Participant is an employee or has an ownership interest, or the
contractual relationship between a Participant and the Company or an Affiliate
if there is a Independent Contractor Agreement governing such relationship.
Nothing in this Plan will be construed to constitute a contract to appoint or
continue to maintain a Participant as an Independent Contractor of the Company
or an Affiliate. The Company or an Affiliate and each of the Participants
continue to have the right to terminate an Independent Contractor which is the
Participant or of which the Participant is an employee or has an ownership
interest at any time for any reason, except as provided in a Independent
Contractor Agreement.

         16. Government and Other Regulations. This Plan, the granting and
exercise of any Options hereunder and the obligation of the Company to sell and
deliver Common Stock upon the exercise of Options shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies as may be deemed necessary or appropriate by the
Committee, including, without limitation, the effectiveness of any registration
statement required under the Securities Act and the rules and regulations of any
securities exchange or association on which the Common Stock may be listed or
quoted. If Common Stock awarded hereunder

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may in certain circumstances be exempt from registration under the Securities
Act, the Company may restrict its transfer in such manner as it deems advisable
to ensure such exempt status.

         17. Plan Expenses. The expenses of implementing and administering this
Plan shall be borne by the Company.

         18. Governing Law. This Plan shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware and the
federal laws of the United States of America.

         19. Severability. If any provision of this Plan is for any reason held
to be invalid or unenforceable, such invalidity or unenforceability will not
affect any other provision of this Plan, and this Plan will be construed as if
such invalid or unenforceable provision were omitted.

         20. Titles and Headings. The titles and headings of the Sections in
this Plan are for convenience of reference only, and in the event of any
conflict, the text of this Plan, rather than such titles or headings, shall
control.

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