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                                                                    EXHIBIT 10.5



                                 TAKES.COM, INC.
          AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


         Takes.com, Inc. (formerly known as "America's Home Page, Inc.") has
previously adopted the America's Home Page, Inc. Non-Employee Director 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
Stock Option Plan For Non-Employee Directors.

         1. Statement of Purpose. The purpose of the Takes.com, Inc. Amended and
Restated Stock Option Plan For Non-Employee Directors (the "Plan") is to attract
and retain persons of exceptional ability to serve as members of the Board of
Directors of Takes.com, Inc. (the "Company"), and to align the interests of the
Company's Non-Employee Directors with that of the stockholders in enhancing the
value of the Company's capital stock.

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

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

                  (d) "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.

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

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                  (f) "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.

                  (g) "EFFECTIVE DATE" shall have the meaning set forth in
Section 13.

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

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

                  (j) "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.

                  (k) "INITIAL PUBLIC OFFERING" means the Company's underwritten
offering of Common Stock to the public pursuant to the Company's first effective
registration statement for such Common Stock filed under the Securities Act and
the rules and regulations promulgated thereunder.

                  (l) "NON-EMPLOYEE DIRECTOR" means a Director of the Company
who is not currently an officer or otherwise employed by the Company or any of
its Affiliates or does not receive compensation, directly or indirectly, from
the Company or any of its Affiliates for services rendered as a consultant or in
any capacity other than as a Director.

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

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

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

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


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                  (q) "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. Notwithstanding the foregoing, no discretion concerning decisions
regarding the granting of options or the disposition of shares or Common Stock
received upon a Participant's exercise of an Option hereunder shall be afforded
to a Committee member who is not a Disinterested Person in accordance with Rule
16b-3 or the Exchange Act or any successor rule thereto. 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.

                  (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


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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. Non-Employee Directors shall receive Options as set
forth in Section 5 hereof (each such person is referred to herein as a
"Participant").

         5. Granting of Options.

                  (a) On the Effective Date and on such date(s) after the
Effective Date and within six (6) months of the closing of the Company's Initial
Public Offering that additional Non-Employee Directors are elected to the Board,
each Non-Employee Director shall receive Options to purchase 30,000 shares of
Common Stock (such dates collectively referred to herein as the "Initial Grant
Date"). On an annual basis thereafter, each Non-Employee Director shall receive
Options to purchase 10,000 shares of Common Stock on the day after the annual
meeting of the stockholders of the Company as designated in the notice of annual
meeting of stockholders (the "Annual Grant Date"). Notwithstanding the
foregoing, in the event the Non-Employee Director fails to attend at least 50%
of the Board meetings between the Annual Grant Date and the date of the next
annual meeting, the Eligible Director shall forfeit all Options granted to him
or her on the previous Annual Grant Date. Participation by telephone conference
or by other telecommunications equipment will be deemed attendance at a Board
meeting for the purpose of receiving Options under this Plan.

                  (b) As a condition to receiving Options under the Plan, the
Participant shall execute a Stock Option Agreement in such form as the Committee
shall determine from time to time.

                  (c) 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
360,000; 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 Section 11 herein.

                  (d) 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.

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


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

                  (g) 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 Section 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.

         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 granted on an Initial Grant Date shall be vested or
exercisable by the Participant on the date which is six (6) months after the
date of the closing of the Company's Initial Public Offering. Each Option
granted on (i) an Initial Grant Date after the Company's Initial Public Offering
or (ii) an Annual Grant Date shall become exercisable or vested with respect to
33.33% of the total number of shares of Common Stock subject to the Option at
the end of each of the first three (3) years after the Annual Grant Date. All or
any part of the shares of Common Stock attributable to the option(s) to which
the 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 herein.


         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:

                           (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;


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                           (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 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


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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. Termination of Relationship - Exercise Thereafter.

                  (a) In the event that the Participant dies, suffers a
permanent disability (as that term is defined in Section 22(e)(3) of the Code,
as now in effect or as subsequently amended), retires from the Board upon
attaining age 65, or becomes an employee of the Company such that the
Participant ceases to be a Non-Employee Director, such Participant's Options
(whether or not currently vested) shall become immediately exercisable by the
Participant, or if the Participant is not living or is incapacitated, by his or
her heirs, legatees or legal representative, as the case may be, within twelve
(12) months after the date of termination of the Participant's engagement as a
Non-Employee Director, or, if earlier, prior to the expiration of the Option
Period.

                  (b) In the event that the Participant ceases to be a
Non-Employee Director of the Company for any reason other than those specified
in Subsection 9(a) prior to the time a Participant's Options becomes fully
exercisable:

                  (i) such Participant's unvested Options shall expire on the
date the Participant's engagement as a Non-Employee Director is terminated and
all rights of the Participant to purchase Common Stock attributable to the
unvested Options pursuant to the Stock Option Agreement or this Plan shall
similarly terminate on such date; and

                  (ii) such Participant's vested Options may be exercised by the
Participant, or if the Participant is not living or is incapacitated, by his or
her heirs, legatees or legal representative, as the case may be, within twelve
(12) months after the date the Participant's engagement as a Non-Employee
Director is terminated, or, if earlier, prior to the expiration of the Option
Period.

                  (c) In the event that the Participant's engagement as a
Non-Employee Director is terminated by the Company for cause, the Participant's
participation in this Plan shall terminate on such date, all Options previously
granted hereunder shall be forfeited, and the Participant shall not be entitled
to any benefits under this Plan. The term "cause" shall mean the termination of
a Participant's engagement as a Non-Employee Director due to gross negligence,
willful or wanton misconduct or criminal acts or the violation of a
confidentiality agreement, if any, between the Company and the Participant.

         10. 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).


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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 Participant ceases to be a Non-Employee of the Company as provided
in Subsections 9(a)-(c).

         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 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


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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 or Directors; or
(vii) the granting of any other equity-based compensation to an employee or
Director.

                  (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 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
hereunderand (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 (the "Effective Date").

         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 in which Non-Employee Directors are entitled to
participate.

                  (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.


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         15. No Right to Re-election. Nothing in the Plan shall be deemed to
create any obligation on the part of the Board to nominate any Non-Employee
Director for re-election by the Company's stockholders, nor confer upon any
Non-Employee Director the right to remain a member of the Board for any period
of time, or at any particular rate of compensation.

         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 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. The
Plan is intended to comply with Rule 16b-3 of the Exchange Act and any provision
which is inconsistent with Rule 16b-3 shall be inoperative and shall not affect
the validity of the Plan. Should any provision of this Plan require modification
or be unnecessary to comply with the requirements of Section 16 or Rule 16b-3 of
the Exchange Act, the Board may waive such provision and/or amend this Plan to
add to or modify the provisions hereof accordingly.

         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.


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         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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