EXHIBIT 4.2

                                TRIBEWORKS, INC.

                                 2001 STOCK PLAN

                           AS ADOPTED AUGUST 16, 2001


1.       PURPOSE.

                  The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent and Subsidiaries, by
offering them an opportunity to participate in the Company's future performance
through awards of Warrants and Stock Bonuses. Capitalized terms not defined in
the text are defined in Section 2.

2.       DEFINITIONS.

         As used in this Plan, the following terms will have the following
meanings:

         "AWARD" means any award under this Plan, including any Warrant or Stock
Award.

         "AWARD AGREEMENT" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

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

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

         "COMMITTEE" means the Compensation Committee of the Board.

         "COMPANY" means Tribeworks, Inc., a Delaware corporation, or any
successor corporation.

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

         "EXERCISE PRICE" means the price at which a holder of a Warrant may
purchase the Shares issuable upon exercise of the Warrant.

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

                (a)     if such Common Stock is publicly traded and is then
                        listed on a national securities exchange or NASDAQ, its
                        closing price on the date of determination on the
                        principal national securities exchange or NASDAQ on
                        which the Common Stock is listed or admitted to trading;

                (b)     if such Common Stock is publicly traded but is not
                        listed or admitted to trading on a national securities
                        exchange, the average of the closing bid and asked
                        prices on the date of determination;


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                (c)     in the case of an Award made on the Effective Date,
                        the price per share at which shares of the Company's
                        Common Stock are initially offered for sale to the
                        public by the Company's underwriters in the initial
                        public offering of the Company's Common Stock pursuant
                        to a registration statement filed with the SEC under the
                        Securities Act; or

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

         "INSIDER" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.

         "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

         "PARTICIPANT" means a person who receives an Award under this Plan.

         "PLAN" means this Tribeworks, Inc. 2001 Equity Incentive Plan, as
amended from time to time.

         "SEC" means the Securities and Exchange Commission.

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

         "SHARES" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 3 and 16, and any
successor security.

         "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

         "WARRANT" means an award of a warrant to purchase Shares pursuant to
Section 6.

3.       SHARES SUBJECT TO THE PLAN.

         3.1    NUMBER OF SHARES AVAILABLE. Subject to Sections 3.2 and 16, the
total aggregate number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 3,000,000. At all times the Company shall reserve
and keep available a sufficient number of Shares as shall be required to satisfy
the requirements of all outstanding Warrants granted under this Plan and all
other outstanding but unvested Awards granted under this Plan.

         3.2    ADJUSTMENT OF SHARES. In the event that the number of outstand-
ing shares is changed by a stock dividend, recapitalization, stock split,
reverse stock split, subdivision, combination, reclassification or similar
change in the capital structure of the Company without consideration, then (a)
the number of Shares reserved for issuance under this Plan, (b) the Exercise
Prices of and number of Shares subject to outstanding Warrants, and (c) the
number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the
Company and compliance with applicable securities laws; provided, however, that
fractions of a Share will not be issued but will either be replaced by a cash
payment equal to the Fair Market Value of such fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee.


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4.       ELIGIBILITY.

          Awards may be granted to employees, officers, directors, consultants,
independent contractors and advisors of the Company or any Parent or Subsidiary
of the Company; provided such consultants, contractors and advisors render bona
fide services not in connection with the offer and sale of securities in a
capital-raising transaction.

5.       ADMINISTRATION.

         5.1    COMMITTEE AUTHORITY. This Plan will be administered by the
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:

                (a)     construe and interpret this Plan, any Award Agreement
                        and any other agreement or document executed pursuant to
                        this Plan;

                (b)     prescribe, amend and rescind rules and regulations
                        relating to this Plan or any Award;

                (c)     select persons to receive Awards;

                (d)     determine the form and terms of Awards;

                (e)     determine the number of Shares or other consideration
                        subject to Awards;

                (f)     determine whether Awards will be granted singly, in
                        combination with, in tandem with, in replacement of, or
                        as alternatives to, other Awards under this Plan or any
                        other incentive or compensation plan of the Company or
                        any Parent or Subsidiary of the Company;

                (g)     grant waivers of Plan or Award conditions;

                (h)     determine the ability to exercise and payment of Awards;

                (i)     correct any defect,  supply any omission or reconcile
                        any inconsistency in this Plan, any Award or any Award
                        Agreement;

                (j)     determine whether an Award has been earned; and

                (k)     make all other determinations necessary or advisable for
                        the administration of this Plan.

         5.2    COMMITTEE DISCRETION. Any determination made by the Committee
with respect to any Award will be made at the time of grant of the Award or,
unless in contravention of any express term of this Plan or Award, at any later
time, and such determination will be final and binding on the Company and on all
persons having an interest in any Award under this Plan. The Committee may
delegate to one or more officers of the Company the authority to grant an Award
under this Plan to Participants who are not Insiders of the Company.

6.       WARRANTS.

         The Committee may grant Warrants to eligible persons and will
determine the number of Shares subject to the Warrant, the Exercise Price of the
Warrant, the period during which the Warrant may be exercised, and all other
terms and conditions of the Warrant, subject to the following:


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         6.1    FORM OF WARRANT. Each Warrant granted under this Plan will be
evidenced by aWarrant Agreement that will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.

         6.2    DATE OF GRANT. The date of grant of an Warrant will be the date
on which the Committee makes the determination to grant such Warrant, unless
otherwise specified by the Committee. The Warrant Agreement and a copy of this
Plan will be delivered to the Participant within a reasonable time after the
granting of the Warrant.

         6.3    EXERCISE PERIOD. Warrants may be exercisable within the times or
upon the events determined by the Committee as set forth in the Warrant
Agreement governing such Warrant; provided, however, that no Warrant will be
exercisable after the expiration of ten (10) years from the date the Warrant is
granted; and provided further that no Warrant granted to a person who directly
or by attribution owns more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any Parent or Subsidiary of
the Company ("TEN PERCENT STOCKHOLDER") will be exercisable after the expiration
of five (5) years from the date the Warrant is granted. The Committee also may
provide for Warrants to become exercisable at one time or from time to time,
periodically or otherwise, in such number of Shares or percentage of Shares as
the Committee determines.

         6.4    EXERCISE PRICE. The Exercise Price of a Warrant will be deter-
mined by the Committee when the Warrant is granted and may be not less than 85%
of the Fair Market Value of the Shares on the date of grant; provided that: the
Exercise Price of any Warrant granted to a Ten Percent Stockholder will not be
less than 110% of the Fair Market Value of the Shares on the date of grant.
Payment for the Shares purchased may be made in accordance with Section 8 of
this Plan.

         6.5    METHOD OF EXERCISE. Warrants may be exercised only by delivery
to the Company of a written warrant exercise agreement in a form approved by the
Committee, (which need not be the same for each Participant), stating the number
of Shares being purchased, the restrictions imposed on the Shares purchased, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

         6.6    LIMITATIONS ON EXERCISE. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of a Warrant,
provided that such minimum number will not prevent Participant from exercising
the Warrant for the full number of Shares for which it is then exercisable.

         6.7    MODIFICATION, EXTENSION OR RENEWAL. The Committee may modify,
extend or renew outstanding Warrants and authorize the grant of new Warrants 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 Warrants previously granted. The Committee may reduce the Exercise Price of
outstanding Warrants without the consent of Participants affected by a written
notice to them; provided, however, that the Exercise Price may not be reduced
below the minimum Exercise Price that would be permitted under Section 6.4 of
this Plan for Warrants granted on the date the action is taken to reduce the
Exercise Price.


7.       STOCK AWARDS.

         7.1    GRANT. The Plan Committee may from time to time, and subject to
the provision of the Plan and such other terms and conditions as the Plan
Committee may prescribe, grant to any Eligible Person one or more shares of
Common Stock ("AWARD SHARES") allotted by the Plan Committee. The grant of Award
Shares or grant of


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the right to receive Award Shares shall be evidenced by  either a written
consulting agreement or a separate written agreement confirming such grant,
executed by the Company and the Recipient, stating the number of  Award Shares
granted and stating all terms and conditions of such grant.

         7.2    PURCHASE  PRICE AND MANNER OF  PAYMENT.  The Plan  Committee, in
its sole  discretion, may grant  Award Shares in any of the following instances:

                (a)     as a "bonus" or "reward" for services previously
         rendered and compensated, in which case the recipient of the Award
         Shares shall not be required to pay any consideration for such Award
         Shares, and the value of such Award Shares shall be the Fair Market
         Value of such Award Shares on the date of grant; or

                (b)     as "compensation" for the previous performance or
         future performance of services, in which case the recipient of the
         Award Shares shall not be required to pay any consideration for such
         Award Shares (other than the performance of his or her services), and
         the value of such Award Shares received, shall be the Fair Market Value
         of such Award Shares on the date of grant.

8.       PAYMENT FOR SHARE PURCHASES.

         8.1    PAYMENT. Payment for Shares purchased pursuant to this Plan may
be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:(a) by cancellation of indebtedness of
the Company to the Participant or (b) by waiver of compensation due or accrued
to the Participant for services rendered.

9.       WITHHOLDING TAXES.

         9.1    WITHHOLDING GENERALLY. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.

         9.2    STOCK WITHHOLDING.When, under applicable tax laws, a participant
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be
determined. All elections by a Participant to have Shares withheld for this
purpose will be made in accordance with the requirements established by the
Committee and be in writing in a form acceptable to the Committee.

10.      PRIVILEGES OF STOCK OWNERSHIP.

         10.1   VOTING AND DIVIDENDS. No Participant will have any of the rights
of a stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and will have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares.

         10.2   FINANCIAL STATEMENTS. Pursuant to regulation 260.140.46 of the
Rules of the California Corporations Commissioner, the Company will provide
financial statements to each Participant prior to such Participant's purchase of
Shares under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company will not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.


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11.      TRANSFERABILITY.

Awards granted under this Plan, and any interest therein, will not be
transferable or assignable by Participant, and may not be made subject to
execution, attachment or similar process, other than by will or by the laws of
descent and distribution. During the lifetime of the Participant an Award will
be exercisable only by the Participant. During the lifetime of the Participant,
any elections with respect to an Award may be made only by the Participant
unless otherwise determined by the Committee and set forth in the Award
Agreement

12.      CERTIFICATES.

         All certificates for Shares or other securities delivered under this
Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

13.      EXCHANGE AND BUYOUT OF AWARDS.

         The Committee may, at any time or from time to time, authorize the
Company, with the consent of the respective Participants, to issue new Awards in
exchange for the surrender and cancellation of any or all outstanding Awards.
The Committee may at any time buy from a Participant an Award previously granted
with payment in cash, Shares or other consideration, based on such terms and
conditions as the Committee and the Participant may agree.

14.      SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

         An Award will not be effective unless such Award is in compliance with
all applicable federal and state securities laws, rules and regulations of any
governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are
in effect on the date of grant of the Award and also on the date of exercise or
other issuance. Notwithstanding any other provision in this Plan, the Company
will have no obligation to issue or deliver certificates for Shares under this
Plan prior to: (a) obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable; and/or (b) completion of any
registration or other qualification of such Shares under any state or federal
law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company will be under no obligation to register the
Shares with the SEC or to effect compliance with the registration, qualification
or listing requirements of any state securities laws, stock exchange or
automated quotation system, and the Company will have no liability for any
inability or failure to do so.

15.      NO OBLIGATION TO EMPLOY.

         Nothing in this Plan or any Award granted under this Plan will confer
or be deemed to confer on any Participant any right to continue in the employ
of, or to continue any other relationship with, the Company or any Parent or
Subsidiary of the Company or limit in any way the right of the Company or any
Parent or Subsidiary of the Company to terminate Participant's employment or
other relationship at any time, with or without cause.

16.      CORPORATE TRANSACTIONS.

         16.1   ASSUMPTION OR REPLACEMENT OF AWARDS BY SUCCESSOR.In the event of
(a) a dissolution or liquidation of the Company, (b) a merger or consolidation
in which the Company is not the surviving corporation (other than a


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merger or consolidation with a wholly-owned subsidiary, a reincorporation of the
Company in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants. In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant. In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 16.1,
such Awards will expire on such transaction at such time and on such conditions
as the Committee will determine.

         16.2   OTHER TREATMENT OF AWARDS. Subject to any greater rights granted
to Participants under the foregoing provisions of this Section 16, in the event
of the occurrence of any transaction described in Section 16.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.

         16.3   ASSUMPTION OF AWARDS BY THE COMPANY. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either: (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such Warrant will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Warrant rather than assuming an existing Warrant, such new Warrant may be
granted with a similarly adjusted Exercise Price.

17.      ADOPTION AND STOCKHOLDER APPROVAL.

         This Plan will become effective on the date on which it is adopted by
the Board (the "EFFECTIVE DATE"). This Plan shall be approved by the
stockholders of the Company within twelve (12) months before or after the date
this Plan is adopted by the Board. Upon the Effective Date, the Committee may
grant Awards pursuant to this Plan

18.      TERM OF PLAN/GOVERNING LAW.

         Unless earlier terminated as provided herein, this Plan will terminate
ten (10) years from the date this Plan is adopted by the Board or, if earlier,
the date of stockholder approval. This Plan and all agreements thereunder shall
be governed by and construed in accordance with the laws of the State of
California.


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19.      AMENDMENT OR TERMINATION OF PLAN.

         The Board may at any time terminate or amend this Plan in any respect,
including without limitation amendment of any form of Award Agreement or
instrument to be executed pursuant to this Plan; provided, however, that the
Board will not, without the approval of the stockholders of the Company, amend
this Plan in any manner that requires such stockholder approval.

20.      NONEXCLUSIVITY OF THE PLAN.

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


21.      ACTION BY COMMITTEE.

         Any action permitted or required to be taken by the Committee or any
decision or determination permitted or required to be made by the Committee
pursuant to this Plan shall be taken or made in the Committee's sole and
absolute discretion.





















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