Exhibit 10.4
                             TIGER TELEMATICS, INC.
                               2005 INCENTIVE PLAN

1.       PURPOSE.

         The purpose of the Tiger  Telematics,  Inc.  2005  Incentive  Plan (the
"Plan") is to provide an incentive  to Board  members,  employees,  professional
advisors  and  other  independent  contractors  who  provide  services  to Tiger
Telematics, Inc., a Delaware corporation (the "Corporation"),  or its subsidiary
corporations (the "Subsidiary" or "Subsidiaries"),  as defined in Section 414(f)
of the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  who are in a
position to contribute  materially to the long-term  success of the Corporation,
to increase their proprietary  interest in the success of the Corporation and to
aid in attracting and retaining directors, employees and independent contractors
of outstanding  ability. The above aims will be effectuated through the granting
of awards in the form of shares of the  Corporation's  common  stock (the "Stock
Awards").

2.       ADMINISTRATION.

         2.1      The Board of Directors of the Corporation  (the "Board") shall
appoint  an award  committee  for the  purpose  of  administering  the Plan (the
"Administrator").  The Administrator  from time to time in its sole and absolute
discretion shall determine:

                  (a) the Board members,  employees,  professional  advisors and
         other  independent  contractors who provide services to the Corporation
         and its Subsidiaries  (from the class of persons eligible under Section
         3 to receive  Stock Awards under the Plan) to whom Stock Awards will be
         granted;

                  (b) the time or times at which Stock Awards will be granted;

                  (c) the  number of shares of the  Corporation's  common  stock
         subject to each Stock Award; and

                  (d) all other terms and  conditions of each Stock Award and to
         make all other  determinations  related to the Plan and any Stock Award
         that is necessary or advisable.

         2.2      The Board from time to time may remove the  Administrator  and
appoint a new Administrator.

         2.3      The  Administrator  shall have the full and exclusive power to
construe and  interpret  the Plan,  to  prescribe,  amend and rescind  rules and
regulations  relating to the Plan and to take all actions necessary or advisable
for the  administration of the Plan. The  interpretation and construction by the
Administrator  of any provisions of the Plan or of any Stock Award granted under
it shall be final.

         2.4      No member of the  Board or the  Administrator  shall be liable
for any  action  or  determination  made  in  good  faith  by the  Board  or the
Administrator  with  respect to the Plan or any Stock  Award  granted  under the
Plan.

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3.       ELIGIBILITY.

         3.1      The persons who will be  eligible to receive  Stock  Awards (a
"Recipient") shall be such Board members,  employees,  professional advisors and
other  independent  contractors  who provide  services to the Corporation or its
Subsidiaries as the Administrator shall select from time to time.

         3.2      A Recipient  may hold more than one Stock  Award,  but only on
the terms and subject to the restrictions set forth in the Plan.

4.       STOCK.

         4.1      The stock  subject to the Stock  Awards shall be the shares of
the  Corporation's  authorized  and unissued or  reacquired  $.001 par value per
share Common Stock (the  "Shares").  The aggregate  number of Shares that may be
issued as Stock Awards pursuant to the Plan shall not exceed  1,000,000  Shares.
The limitations  established by each of the preceding sentences shall be subject
to adjustment as provided in Section 5.1(c).

         4.2      In the event that any Shares  transferred  under a Stock Award
are forfeited by the Recipient or redeemed by the  Corporation,  such Shares may
again be subjected to a Stock Award under the Plan.

5.       TERMS AND CONDITIONS FOR STOCK AWARDS.

         5.1      Stock Awards granted  pursuant to the Plan shall be authorized
by the  Administrator  and shall be evidenced by Stock Award  agreements in such
form as the  Administrator  from time to time shall  approve,  which  agreements
shall contain or shall be subject to the following terms and conditions, whether
or not such terms and conditions are specifically included therein except to the
extent otherwise expressly limited in the applicable Stock Award agreement:

                  (a) The Number of Shares.  Each Stock  Award  shall  state the
         number of shares to which it pertains ("Award Shares").

                  (b) Shareholder Rights. Upon issuance of the Award Shares, the
         Recipient  thereupon shall be a shareholder  with respect to all of the
         Shares  represented by such  certificate or certificates and shall have
         all of the rights of a  shareholder  with  respect to all such  Shares,
         including  the right to vote such Shares and to receive  all  dividends
         and other distributions;  provided,  however, that such Shares shall be
         subject to the  restrictions  hereinafter  described in Section 5.1(e).
         Certificates representing Award Shares shall be imprinted with a legend
         to the effect  that the  Shares  represented  thereby  may not be sold,
         exchanged,  transferred, pledged, hypothecated or otherwise disposed of
         except in accordance with the terms of this Plan.

                  (c)  Recapitalization.  In the  event  that,  as a result of a
         stock split or stock  dividend or a combination  of shares or any other
         change,   or  exchange  for  other   securities  by   reclassification,
         reorganization,  merger, consolidation,  recapitalization or otherwise,
         the Recipient  shall, as owner of the Award Shares,  be entitled to new
         or additional or different shares of stock or securities, as determined
         by the Administrator to be appropriate. The certificate or certificates
         for, or other evidences of, such new or additional or different  shares
         or securities shall be imprinted with the legend as provided in Section
         5.1(b).

                  (d)  Restricted  Period.  The term  "Restricted  Period"  with
         respect to Award Shares  (after which  restrictions  shall lapse) shall

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         mean a period  commencing on the date of issuance of such Shares to the
         Recipient   and  ending  on  a  date  or  dates   established   by  the
         Administrator upon issuance of Shares hereunder.

                  (e)  Restrictions.  The restrictions to which Award Shares may
         be subject are as follows:

                                      (i)   During   the    Restricted    Period
                  applicable  to such  Award  Shares  and  except  as  otherwise
                  specifically  provided in the Plan,  none of such Award Shares
                  shall be sold, exchanged,  transferred,  pledged, hypothecated
                  or otherwise disposed of;

                                     (ii) If the service  relationship between a
                  Recipient  and the  Corporation  shall be  terminated  for any
                  reason, including such Recipient's death or disability, at any
                  time prior to the end of the Restricted  Period, at the option
                  of the  Corporation,  the Award Shares may be forfeited to the
                  Corporation or redeemed by the Corporation at a purchase price
                  determined by the Administrator; and/or

                                    (iii) Any additional  restrictions  that the
                  Administrator   determines   are   necessary  or   appropriate
                  including   restrictions   imposed   under  Federal  or  State
                  securities laws.

                  (f)  Lapse  at  the  Discretion  of  the  Administrator.   The
         Administrator  shall have the authority to accelerate the time at which
         the  restrictions  will  lapse or to  remove  any of such  restrictions
         whenever it may decide in its absolute  discretion  that,  by reason of
         changes in  applicable  tax or other  laws or changes in  circumstances
         arising  after the date of the Stock Award,  such action is in the best
         interest of the Corporation.

                  (g) Compliance with SEC Requirements. No certificate for Award
         Shares  distributed  pursuant  to the Plan  shall be  issued  until the
         Corporation  shall have taken such  action,  if any,  as is required to
         comply with the  provisions of the  Securities Act of 1933, as amended,
         the Securities Act of 1934, as amended,  any other  applicable laws and
         the  requirements of any exchange in which the Shares may, at the time,
         be listed.  The  Corporation  may require  that, in acquiring any Award
         Shares,  the Recipient agree with and represent to the Corporation that
         he is  acquiring  such Award Shares for the purpose of  investment  and
         with no present  intention to transfer,  sell or otherwise dispose such
         Shares.

                  (h) Income Tax  Provisions.  Each Recipient shall agree at the
         time his Stock Award is granted,  and as a condition thereof,  that the
         Corporation or participating Subsidiary shall to the extent required by
         law, and may, to the extent  permitted by law,  deduct from any payment
         of any kind otherwise due to such  Recipient,  the aggregate  amount of
         any  federal,  state or local  taxes of any kind  required by law to be
         withheld  with respect to the Award Shares or, if no such  payments are
         due or to become due to such Recipient, that such Recipient will pay to
         the Corporation,  or make arrangements  satisfactory to the Corporation
         regarding  payment by the Corporation  of, the aggregate  amount of any
         such  taxes.   Until  such   amount  has  been  paid  or   arrangements
         satisfactory to the Corporation  have been made, no stock  certificates
         under this Plan shall be issued to Recipient.  If the Recipient refuses
         to make the payments or arrangements  required by the Corporation,  the
         Administrator may cause the Award Shares to be forfeited.

                  (i) Legend. A legend in substantiality the following form will
         be placed on any  certificate(s)  or other  document(s)  evidencing the
         Stock Awards:

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                  THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  BEEN
                  ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
                  U.S.  SECURITIES  ACT OF 1933, AS AMENDED,  OR ANY U.S.  STATE
                  SECURITIES LAWS. WITHOUT SUCH  REGISTRATIONS,  SUCH SECURITIES
                  MAY  NOT  BE  SOLD,   PLEDGED,   HYPOTHECATED   OR   OTHERWISE
                  TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION
                  OF COUNSEL  REASONABLY  ACCEPTABLE  TO THE  COMPANY  THAT SUCH
                  REGISTRATIONS  ARE  NOT  REQUIRED  FOR  SUCH  TRANSFER  OR THE
                  SUBMISSION TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER
                  WILL NOT BE IN VIOLATION OF THE U.S.  SECURITIES  ACT OF 1933,
                  AS AMENDED,  APPLICABLE  STATE  SECURITIES LAWS OR ANY RULE OR
                  REGULATION PROMULGATED THEREUNDER.

                  (j) Other  Provisions.  Stock Awards authorized under the Plan
         shall contain such other terms, conditions, provisions and restrictions
         as the Administrator  shall deem advisable subject to any limitation on
         the discretion of the Administrator required by law.

6.       INDEMNIFICATION OF BOARD AND ADMINISTRATOR.

         In addition to such other rights of  indemnification  as the members of
the Board may have as  Directors,  the  members of the Board and  members of the
Administrator  shall be  indemnified by the  Corporation  against the reasonable
expenses,  including  attorneys' fees,  actually incurred in connection with the
defense of any pending, threatened or possible action, suit or proceeding, or in
connection with any pending,  threatened or possible  appeal  therein,  to which
they or any of them may be a party by reason of any  actual  or  alleged  action
taken or failure to act under or in connection  with the Plan or any Stock Award
granted  thereunder,  and against all amounts paid by them in settlement thereof
(provided  such  settlement is approved by the  Corporation)  or paid by them in
satisfaction  of a judgment in any such  action,  suit or  preceding,  except in
relation  to matters as to which it shall be adjudged  in such  action,  suit or
proceeding  that  such  Board  or  Administrator  member  is  liable  for  gross
negligence or willful misconduct in the performance of his duties; provided that
within sixty (60) days after institution of any such action,  suit or proceeding
a Board or  Administrator  member  shall in writing  offer the  Corporation  the
opportunity, at its own expense, to handle and defend the same.

7.       AMENDMENT TO THE PLAN.

         The Board insofar as permitted by law, from time to time,  with respect
to any Shares at the time not subject to Stock Awards, may suspend, terminate or
discontinue the Plan or revise or amend it in any respect whatsoever.

8.       CONFLICTS.

         No Board  member  shall be  entitled  to vote on any matter  before the
Board  relating  to the  issuance  of Stock  Awards to such Board  member or the
enforcement of any provision of this Plan or a Stock Award granted to such Board
member.

9.       EFFECT OF PLAN.

         The  granting of a Stock Award  pursuant to the Plan shall not give the
Recipient  any  right to  similar  grants  in  future  years or any  right to be
retained in the employ of the Corporation or a Subsidiary, but a Recipient shall
remain  subject  to  discharge  to the same  effect  as if the Plan  were not in
effect.

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         Executed as of the ____ day of May, 2005.

                                              TIGER TELEMATICS, INC.



                                              By: /s/ Michael Carrender
                                                  Michael Carrender
                                                  Chief Executive Officer



















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