Exhibit 10.4


                            "ADVERTAIN ON-LINE INC."
          2000 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN

1.   Purpose

     The purpose of this plan (the "Plan") is to secure for Advertain On-Line
Inc. (the "Company") and its shareholders the benefits arising from capital
stock ownership by employees or officers of, and consultants or advisors to, the
Company and its parent and subsidiary corporation who have contributed to the
Company in the past and who are expected to contribute to the Company's future
growth and success. Except where the context otherwise requires, the term
"Company" shall include the parent and all present and future subsidiaries of
the Company.

2.   Type of Stock or Option and Administration

     (a) Type of Stock or Option. The shares of the Common Stock issued for
services rendered pursuant to the Plan shall be authorized by action of the
Board of Directors of the Company (the "Board"), or a committee (the
"Committee") designated by the Board of Directors.

     (b) Administration. The Plan will be administered by the Board, whose
construction and interpretation of the terms and provisions of the Plan shall be
final and conclusive. The Board may, to the full extent permitted by or
consistent with applicable laws or regulations (including, without rotation,
applicable state laws and Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act"), or any successor rate (Rule 16b-3"), delegate
any or all of its powers under the Plan to a Committee appointed by the Board,
and if the Committee is so appointed all references to the Board in this Plan
shall mean and relate to such Committee. The Board may in its sole discretion
authorize the issuance of Common Stock for services rendered ("Common Stock").
The Board shall have authority, subject to the express provision of the Plan, to
construe the respective stock issuance agreements, and the Plan, to prescribe,
amend and rescind rates and regulations relating to the Plan, to determine the
terms and provisions of the prescribed stock issuance agreements, which need not
be identical, and to make all other determinations in the judgement of the Bond
necessary or desirable for the administration of the Plan. The Board may correct
any defect or supply any emission or reconcile my inconsistency in the Plan or
in any stock issuance agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole and final judge
of such expediency. No other director or person acting pursuant to authority
delegated by the Board or the Committee shall be liable for any action or
determination under the Plan made in good faith.

3.   Eligibility.

     (a) General. Shares may be issued to person who are, at the time of
issuance, employees or officers of, or consultants or advisors to, the Company;
and Common Stock may be issued to consultants or advisors who have rendered or
are rendering and are expect to continue to render consulting or advisory
services, including professional advisory services, to the Company.


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     (b) Issuance of Stock to Officers. The selection of an officer as a
recipient of stock, the timing of the stock issuance, and the number of shares
subject to the issuance shall be determined either (i) by the Board, of which
all members shall be "disinterested persons" (as hereinafter defined), or (ii)
by two or more directors having full authority to act in the matter.

     (c) Issuance of Stock. Stock may only be issued to eligible persons for
services (as defined in Section 3(a) above) (including incidental expenses
incurred in connection with the rendering of services) to the Company.

4.   Stock Subject to Plan.

     Subject to adjustment as provided in Section 9 below, the maximum number of
shares of Common Stock of the Company which may be issued and sold under the
Plan is 1,000,000 shares.

5.   Forms of Stock Issuance Agreements.

     As a condition to the issuance of Stock under the Plan, each recipient of
either stock shall execute either an employee or advisor compensation agreement
or an option agreement in such form not inconsistent with the Plan as may be
approved by the Board. Such agreements may differ among recipients.

6.   Effects of Stock Issuance.

     Shares of stock that are issued for services rendered pursuant to this Plan
may not be canceled by the Company; provided that when the shares are issued,
the recipient of the shares shall acknowledge having received full payment for
the services previously rendered and shall waive any right to additional or
different payment by the Company for such services.

7.   Additional Provisions.

     The Board may, in its sole discretion, include additional provisions in
stock issuance agreements under the Plan, including without limitations
restrictions on transfer, repurchase rights, commitments to pay cash bonuses,
registration rights under the Securities Act of 1933, or such provisions as
shall be determined by the Board; provided that such additional provisions shall
not be inconsistent with any other term or condition of the Plan.

8.   General Restrictions.

     The shares issued pursuant to this Plan shall be subject to the
requirements that if, at any time, counsel to the Company shall determined that
the listing, registration or qualification of the shares, upon any securities
exchange or under any state or federal law, or that the consent or approval of
any government or regulatory body, or that the disclosure of non-public
information or the satisfaction of my other condition is necessary as a
condition of, or in connection with, the issuance of shares thereunder, such
shares may not be issued, in whole or in part, unless such listing,
registration, qualification, consent or approval, or satisfaction of such
condition shall have been effected or obtained on conditions acceptable of the
Board.

9.   Adjustment Provisions for Recapitalization


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     If, through or as a result of any merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Company or (ii) additional shares or new or different
shares or other securities, of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment may be made in the maximum number and
kind of shares reserved for issuance under the Plan.

10.  Substitute Stock.

     The Company may issue stock under the Plan in substitution for stock held
by employees of, or consultants or advisors to, another corporation who becomes
employees of or consultant or advisors to the Company or a subsidiary of the
Company, or as a result of the acquisition by the Company, or one of its
subsidiaries, of property or stock of the employing corporation. The Company may
direct that substitute stock be issued on such terms and conditions as the Board
considers appropriate in the circumstances.

11.  No Special Employment Rights.

     Nothing contained in the Plan or in any stock issuance shall confer upon
any recipient any right with respect to the continuation of his or her
employment by the Company or interfere in any way with the right of the Company
at any time to terminate such employment or to increase or decrease the
compensation of the recipient.

12.  Amendment of the Plan.

     (a) The Board may at any time, and form time to time, modify or amend the
Plan in any respect, except that if at any time the approval of the shareholders
of the Company is required under the law or rule, the Board may not effect such
modification or amendment without such approval.

     (b) The termination or any modification or amendment of the Plan shall not,
without the consent of a recipient of stock, affect his or her rights under
stock previously issued or granted to him or her. With the consent of the
recipient or optionee affected, the Board may amend outstanding stock agreements
in a manner not inconsistent with the Plan.

13.  Effective Date and Duration Of the Plan

     (a) Effective Date. The Plan shall become effective when adopted by the
Board. Amendments to the Plan shall become effective when adopted by the Board.
Shares may be issued under the Plan at any time after the effective date and
before the dated fixed as the termination date of the Plan.

     (b) Termination. Unless sooner expressly terminated in accordance with the
provisions of the Plan, the Plan shall terminate upon the earlier of (i)
December 31, 2010, or (ii) the date on which all shares available for issuance
under the Plan shall have been issued.

14.  Provisions for Foreign Participation


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     The Board may, without amending the Plan, modify stock issuances granted to
participants who we foreign national or employed outside the United States to
recognize differences in laws, rules, regulations or customs of such foreign
jurisdiction with respect to tax, securities, currency, employee benefits or
other matters.

15.  Registration of Shares

     In the Board's discretion, the Board may agree with respect to any or all
of the shares issued under the Plan, to prepare and file Registration Statements
on Form S-8, which Registration Statements may include re-offer prospectuses as
that term is defined in Form S-8, to register and continue to keep effectively
registered for resale the shares issued as compensation under the Plan.

                                            Adopted by the Board of Directors
                                            January 4, 2000


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