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                                                                  Exhibit 10.5



                            AMERICA'S HOME PAGE, INC.

                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


         SECTION 1. PURPOSE. The purpose of this 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 America's
Home Page, 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.

         SECTION 2. ADMINISTRATION. The Plan shall be administered by the Board
of Directors of the Company (the "Board") or such committee of the Board that is
designated by the Board to administer the Plan (the "Administrator"). Such
committee shall be constituted to permit the Plan to comply with Rule 16(b) of
the Securities Exchange Act of 1934 (the "Exchange Act") or any successor rule.
The Administrator shall have responsibility finally and conclusively to
interpret the provisions of the Plan and to decide all questions of fact arising
in its application. No member of the Administrator shall be liable for any
action or determination made in good faith with respect to the Plan. The
Administrator may delegate to an officer or officers of the Company the
authorization to execute and deliver on behalf of the Company any document or
instrument required to be delivered under this Plan.

         SECTION 3. TYPE OF OPTIONS. Options granted pursuant to the Plan shall
be nonstatutory options which are not intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         SECTION 4. ELIGIBILITY. Directors of the Company who are not employees
of the Company or any of its affiliates ("Non-employee Directors") and who are
appointed or elected to the Board on or after the date this Plan is approved by
a majority of the shareholders of the Company shall be eligible to participate
in the Plan. Each eligible Non-employee Director to whom stock options are
granted shall be a participant ("Participant") under the Plan.

         SECTION 5. SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as
provided in Section 10 below, an aggregate of 150,000 shares of common stock of
the Company, par value $.001, (the "Common Stock") shall be available for
issuance pursuant to the provisions of the Plan. Such shares may be authorized
and unissued shares or may be shares issued and thereafter acquired by the
Company. If an option granted under the Plan shall expire or terminate for any
reason without having been exercised in whole or in part, the unpurchased shares
subject to such option shall again be available for subsequent option grants
under the Plan.
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         SECTION 6.  AUTOMATIC GRANT OF OPTIONS.

                  6.1 Each eligible Non-Employee Director serving on the Board
as of the date of closing of the Company's initial public offering shall receive
an option to purchase shares of Common Stock with an exercise price equal to
the initial public offering price. The grant shall provide for an option to
purchase 15,000 shares of Common Stock per Director.

                  6.2 On an annual basis thereafter, each Non-Employee Director
in office on the date of the adjournment of the annual meeting of stockholders
of the Company shall be granted as of such date automatically and without
further action by the Board an option to purchase 7,500 shares of Common
Stock.

         SECTION 7.  TERMS AND CONDITIONS OF OPTIONS

         7.1      Exercise of Options.

                  (a) Each option granted under Section 6.1 of the Plan shall be
100% vested as of the date of grant. Each option granted under Section 6.2 of
the Plan shall be exercisable at the rate of one-third (1/3) per year commencing
on the first anniversary of the date of grant, subject to the provisions of
Section 9 hereof.

                  (b) Notwithstanding the provisions of paragraph (a) above, an
option granted to any Participant under Section 6.2 of the Plan shall become
immediately exercisable in full upon the first to occur of:

                                 (i) the death of the Participant, in which case
                  the option may be exercised by the Participant's executor or
                  administrator, or if not so exercised, by the legatees or
                  distributees of his or her estate or by such other person or
                  persons to whom the Participant's rights under the option
                  shall pass by will or by the applicable laws of descent and
                  distribution;

                                (ii) such time as the Participant ceases to be a
                  director of the Company by reason of his or her permanent
                  disability as determined in good faith by the Board or the
                  Administrator;

                               (iii) such time as the Participant ceases to be a
                  director of the Company as a result of retirement from the
                  Board of Directors on or after attaining age 65; or

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                                 (iv) such time as a Participant ceases to be
                  eligible to participate in this Plan by reason of his or her
                  becoming an employee of the Company or any of its
                  subsidiaries.

                  (c) Options granted under the Plan shall expire ten years from
the date on which the option is granted, unless terminated earlier in accordance
with the Plan; provided, however, that in the event a Participant ceases to be a
director of the Company by reason of an event described in Section 7.1(b), any
option granted to such Participant hereunder shall expire eighteen months from
the date the Participant ceases to be a director of the Company, but in no event
later than the day preceding the tenth anniversary of the date of the grant of
such option.

                  (d) In the event that the Participant ceases to be a director
of the Company for any reason other than those specified in paragraph 7.1(b):

                           (i) if prior to the time a Participant's option
                  becomes fully exercisable, such option will terminate on the
                  date the Participant ceases to be a director of the Company
                  with respect to the shares as to which the option is not then
                  exercisable without further obligation or action on the part
                  of the Company.

                           (ii) if after a Participant's option has become
                  exercisable in whole or in part, such option shall remain
                  exercisable in whole or in part, as the case may be, in
                  accordance with the terms hereof for a period of three months
                  from the date the Participant ceases to be a director, but in
                  no event later than the day preceding the tenth anniversary of
                  the date of grant of such option.

         7.2 Exercise Price. The exercise price of each share of Common Stock
subject to an option shall be the "Fair Market Value" of a share of Common Stock
on the date the option is granted. "Fair Market Value" for purposes of the Plan
shall mean as of any date, (i) the last reported sales price on the New York
Stock Exchange, or, if not reported for the New York Stock Exchange on the
Composite Tape, or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked quotations on the New York Stock
Exchange; (ii) if the Common Stock is not listed on the New York Stock Exchange
or no such quotations are available, the closing price of the Common Stock as
reported by the National Market System, or similar organization, or, if no such
quotations are available, the average of the high bid and low asked quotations
as quoted in the National Association of Securities Dealers' Automated Quotation
System, or similar organization; or (iii) in the event that there shall be no
public market for the Common Shares, the fair market value of the Common Stock
as determined (which determination shall be conclusive) in good faith by the
Board or the Administrator, based upon the value of the Company as a going
concern, as if such Common Stock was publicly owned stock, but without any
discount with respect to minority ownership. Under no circumstances shall Fair
Market Value be less than the par value of the Common Stock.

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         7.3 Payment of Exercise Price; Tax Withholding.

                  (a) Subject to the terms and conditions of the Plan and the
documentation of the options pursuant to Section 7.5 hereof, an option granted
hereunder shall, to the extent then exercisable, be exercisable in whole or in
part by giving written notice to the Company's Secretary stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares; provided, however, that there shall be no such
exercise at any one time for fewer than one hundred (100) shares, except that if
fewer than one hundred (100) shares are then purchasable by the person
exercising the option, then said person may exercise for all of the remaining
shares.

                  (b) Options granted under the Plan may be paid for by delivery
of cash in an amount equal to the exercise price of such options, or by delivery
to the Company of shares of Common Stock already owned by the Participant having
a Fair Market Value equal in amount to the exercise price of the option being
exercised or by any combination of such methods of payment.

                  (c) The Participant shall pay the Company in an amount of cash
sufficient to cover withholding required by law for any federal, state, local or
foreign taxes in connection with an exercise of options herewith. A Participant
may also elect, in lieu of paying cash, to deliver shares of Common Stock or to
direct the Company to withhold shares of Common Stock purchased upon exercise of
an option (to be valued at Fair Market Value as of the exercise date) to satisfy
any required tax withholding and the Board shall determine the timing and other
terms and conditions in which the use of shares of Common Stock to satisfy tax
withholding may take place.

         7.4 Rights as a Shareholder. Except as specifically provided by the
Plan, the grant of an option will not give a Participant any rights as a
shareholder of the Company. The Participant will obtain such rights, subject to
any limitations imposed by the Plan, only upon actual receipt of the certificate
or certificates representing the Common Stock.

         7.5 Documentation of Option Grants. Option grants shall be evidenced by
written instruments prescribed by the Board or the Administrator from time to
time. The instruments may be in the form of agreements to be executed by both
the Participant and the president or any vice president of the Company or in the
form of certificates, letters or similar instruments, which need not be executed
by the Participant but acceptance of which will evidence agreement to the terms
of the grant.

         7.6 Nontransferability 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 (a) by will or the laws of
descent and distribution or (b) during the

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lifetime of the Participant, to the Participant's spouse, lineal ancestors or
lineal descendants or to trusts or family partnerships for the benefit of the
foregoing ("Permitted Transferees"). During the life of the Participant, the
option shall be exercisable only by the Participant or a transferee who is a
Permitted Transferee (or in the event of incapacity, by the person or persons
properly appointed to act on his or her behalf).

         7.7 Approvals. The effectiveness of the Plan is subject to the approval
by affirmative vote of a majority of the shares of the Common Stock present in
person or by proxy and entitled to vote at an annual or special meeting of the
stockholders. In the event that the Plan is not approved by the stockholders,
the Plan and any options granted hereunder shall be void and of no effect.

         The Company's obligation to sell and deliver shares of Common Stock
under the Plan is subject to the approval of any governmental authority required
in connection with the authorization, issuance or sale of the Common Stock.

         SECTION 8.  REGULATORY COMPLIANCE AND LISTING

                  (a) The issuance or delivery of any shares of Common Stock
subject to exercisable options hereunder may be postponed by, the Board for such
period as may be required to comply with any applicable requirements under
Federal securities laws, any applicable listing requirements of any national
securities exchange or any requirements under any law or regulation applicable
to the issuance or delivery of such shares. The Company shall not be obligated
to issue or deliver any such shares if the issuance or delivery thereof would
constitute a violation of any provision of any law or of any regulation of any
governmental authority or any rule of any national securities exchange.

                  (b) No discretion concerning decisions regarding the Plan
shall be afforded to a person who is not a "disinterested person" within the
meaning of Section 16 of, and Rule 16b-3 promulgated under, the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Section 4 and 6 hereof shall
not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act, or the rules
thereunder. Should any provision of this paragraph require modification or be
unnecessary to comply with the requirements of Section 16 or Rule 16b-3 under
the 1934 Act, the Board may waive such provision and/or amend this Plan to add
to or modify the provisions hereof accordingly.

         SECTION 9. CHANGE IN CONTROL. Notwithstanding anything to the contrary
in the Plan, the following shall apply to all outstanding options granted under
the Plan:

                  (a) Definitions - The following definitions shall apply to
this Section:

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                  A "Change in Control" shall mean:

                           (i) The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the 1934 Act) of the beneficial ownership (within the meaning
                  of Rule 13d-3 promulgated under the 1934 Act) of 50% or more
                  of the combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Voting Securities");
                  provided, however, that the following acquisitions shall not
                  constitute a Change of Control: (A) any acquisition directly
                  from the Company or any of its subsidiaries, (B) any
                  acquisition by the Company or any of its subsidiaries, (C) any
                  acquisition by any employee benefit plan (or related trust)
                  sponsored or maintained by the Company or any of its
                  subsidiaries, (D) any acquisition by any corporation with
                  respect to which, following such acquisition, more than 50%
                  of, respectively, the then outstanding shares of common stock
                  of such corporation and the combined voting power of the then
                  outstanding voting securities of such corporation entitled to
                  vote generally in the election of directors is then
                  beneficially owned, directly or indirectly, by individuals,
                  entities or groups who were the beneficial owners,
                  respectively, of at least 50% of the Outstanding Voting
                  Securities immediately prior to such acquisition in
                  substantially the same proportions as their ownership,
                  immediately prior to such acquisition, of the Outstanding
                  Voting Securities, or (E) the acquisition by any individual,
                  entity or group which on the date this Plan was adopted by the
                  Board owned 50% or more of the Outstanding Voting Securities.

                           (ii) Approval by the shareholders of the Company of a
                  reorganization, merger or consolidation, in each case, with
                  respect to which all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Outstanding Voting Securities immediately prior to such
                  reorganization, merger or consolidation do not, following such
                  reorganization, merger or consolidation, beneficially own,
                  directly or indirectly, more than 50% of the combined voting
                  power of the then outstanding voting securities entitled to
                  vote generally in the election of directors, as the case may
                  be, of the corporation resulting from such reorganization,
                  merger or consolidation in substantially the same proportions
                  as their ownership, immediately prior to such reorganization,
                  merger or consolidation, of the Outstanding Voting Securities;
                  or

                           (iii) Approval by the shareholders of the Company of
                  (A) a complete liquidation or dissolution of the Company or
                  (B) the sale or other disposition of all or substantially all
                  of the assets of the Company other than to a corporation, with
                  respect to which following such sale or other disposition,
                  more than 50% of, respectively, the then outstanding shares of
                  common stock of such corporation

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                  and the combined voting power for the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors is then beneficially owned, directly
                  or indirectly, by all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Outstanding Voting Securities immediately prior to such
                  sale or other disposition in substantially the same proportion
                  as their ownership, immediately prior to such sale or other
                  disposition, of the Outstanding Voting Securities.

                  "CIC Price" shall mean the higher of (1) the highest price
paid for a share of Common Stock in the transaction or series of transactions
pursuant to which a Change in Control of the Company shall have occurred, or (2)
the highest reported sales price of a share of Common Stock during the 60 day
period immediately preceding the date upon which the event constituting a Change
in Control shall have occurred.

                  (b)      Acceleration of Vesting and Payment of Stock Options.

                           (i) Upon the occurrence of an event constituting a
                  Change in Control, all stock options outstanding on such date
                  shall become 100% vested and shall be purchased from the
                  Participant by the Company in cash as soon as may be
                  practicable. Upon such purchase, such stock options shall be
                  cancelled.

                           (ii) The purchase price for the stock options to be
                  paid by the Company shall be determined by multiplying the
                  number of such options by the difference between the exercise
                  price per share and the CIC Price, if higher.

                           (iii) Notwithstanding the foregoing subsections (i)
                  and (ii), if the exercise price of a stock option exceeds the
                  CIC Price, such stock option shall be 100% vested but shall
                  not be cancelled.

         SECTION 10. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the
event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Company's capitalization, or other
distribution with respect to holders of the Common Stock (other than normal cash
dividends), automatic adjustment shall be made in the number and kind of shares
as to which outstanding options or portions thereof then unexercised shall be
exercisable and in the available shares set forth in Section 5 hereof, such that
the proportionate interest of the option holder shall be maintained as before
the occurrence of such event. Such adjustment in outstanding options shall be
made with a corresponding adjustment in the option price per share and without a
change in the total price applicable to the unexercised portion of such options.
Automatic adjustment shall also be made in the number and kind of shares subject
to options subsequently granted under the Plan.

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         SECTION 11. NO RIGHT TO REELECTION. Nothing in the Plan shall be deemed
to create any obligation on the part of the Board to nominate any Non-employee
Director for reelection by the Company's shareholders, 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.

         SECTION 12. AMENDMENT AND TERMINATION.

                  (a) Except as provided in Section 8(b), the Board shall have
the right to amend, modify or terminate the Plan at any time and from time to
time; provided, however, that unless required by law, no such amendment or
modification shall (a) affect any right or obligation with respect to any grant
theretofore made; (b) in any manner affect the requirements set forth in Section
8(b) hereof, or (c) unless previously approved by the shareholders, increase the
number of shares of Common Stock available for grants as provided in Section 5
hereof other than an adjustment pursuant to Section 10 hereof. In addition, no
such amendment or modification shall, unless previously approved by the
shareholders (where such approval is necessary to satisfy then applicable
requirements of federal securities laws, the Code or rules of any stock exchange
on which the Company's Common Stock is listed) (i) in any manner affect the
eligibility requirements set forth in Section 4 hereof, (ii) increase the number
of shares of Common Stock subject to any option, (iii) change the purchase price
of the shares of Common Stock subject to any option, (iv) extend the period
during which options may be granted under the Plan, or (v) materially increase
the benefits to Participants under the Plan.

                  (b) Unless earlier terminated by the Board, or the shares
reserved under the Plan shall have all been committed for options granted
pursuant to the Plan, the Plan shall terminate on December 31, 2009; provided,
however, that options which are granted on or before this date shall remain
exercisable in accordance with their respective terms after the termination of
the Plan.

         SECTION 13. SUCCESSORS AND ASSIGNS. The Plan shall be binding on all
successors and permitted assigns of a Participant, including but not limited to,
the estate of such Participant, the executor, administrator or trustee of such
estate, and the guardian or legal representative of the Participant.

         SECTION 14. GOVERNING LAW. The validity, construction and effect of the
Plan and any action taken or relating to the Plan shall be determined in
accordance with the laws of the State of Arizona and applicable Federal law.

         SECTION 15. SEVERABILITY. Whenever possible, each provision of this
Plan will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Plan is held to be invalid, illegal
or unenforceable in any respect under any

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applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Plan will be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision had never been contained
herein.


                                            America's Home Page, Inc.



                                            By:
                                               --------------------------------
                                            Its:
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This Stock Option Plan for Non-Employee Directors was adopted by the Board on
May 1, 1999 and approved by written consent of the Stockholders on May 20, 1999.


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