Exhibit 10.29

                             SALON MEDIA GROUP, INC.
                                 2004 STOCK PLAN

     1.   ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
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          1.1 Establishment. Salon Media Group, Inc. 2004 Stock Plan (the
"Plan") is hereby established effective as of November 17, 2004, the date on
which it is approved by the stockholders of the Company (the "Effective Date").

          1.2 Purpose. The purpose of the Plan is to advance the interests of
the Participating Company Group and its stockholders by providing an incentive
to attract, retain and reward persons performing services for the Participating
Company Group and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group. The Plan seeks to achieve this
purpose by providing for Awards in the form of Options and Stock Purchase
Rights.

          1.3 Term of Plan. The Plan shall continue in effect until the earlier
of its termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued and all restrictions on
such shares under the terms of the Plan and the agreements evidencing Awards
granted under the Plan have lapsed. However, all Awards shall be granted, if at
all, within ten (10) years from the Effective Date.

     2.   DEFINITIONS AND CONSTRUCTION.
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          2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:

               (a) "Affiliate" means (i) an entity, other than a Parent
Corporation, that directly, or indirectly through one or more intermediary
entities, controls the Company or (ii) an entity, other than a Subsidiary
Corporation, that is controlled by the Company directly, or indirectly through
one or more intermediary entities. For this purpose, the term "control"
(including the term "controlled by") means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
the relevant entity, whether through the ownership of voting securities, by
contract or otherwise; or shall have such other meaning assigned such term for
the purposes of registration on Form S-8 under the Securities Act.

               (b) "Award" means an Option or Stock Purchase Right granted under
the Plan.

               (c) "Board" means the Board of Directors of the Company. If one
or more Committees have been appointed by the Board to administer the Plan,
"Board" also means such Committee(s).

               (d) "Code" means the Internal Revenue Code of 1986, as amended,
and any applicable regulations promulgated thereunder.


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               (e) "Committee" means the compensation committee or other
committee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. Unless the powers of the Committee
have been specifically limited, the Committee shall have all of the powers of
the Board granted herein, including, without limitation, the power to amend or
terminate the Plan at any time, subject to the terms of the Plan and any
applicable limitations imposed by law.

               (f) "Company" means Salon Media Group, Inc., a Delaware
corporation, or any successor corporation thereto.

               (g) "Consultant" means a person engaged to provide consulting or
advisory services (other than as an Employee or a Director) to a Participating
Company, provided that the identity of such person, the nature of such services
or the entity to which such services are provided would not preclude the Company
from offering or selling securities to such person pursuant to the Plan in
reliance on either the exemption from registration provided by Rule 701 under
the Securities Act or, if the Company is required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration
Statement under the Securities Act.

               (h) "Director" means a member of the Board or of the board of
directors of any other Participating Company.

               (i) "Disability" means the inability of the Participant, in the
opinion of a qualified physician acceptable to the Company, to perform the major
duties of the Participant's position with the Participating Company Group
because of the sickness or injury of the Participant.

               (j) "Employee" means any person treated as an employee (including
an Officer or a Director who is also treated as an employee) in the records of a
Participating Company and, with respect to any Incentive Stock Option granted to
such person, who is an employee for purposes of Section 422 of the Code;
provided, however, that neither service as a Director nor payment of a
director's fee shall be sufficient to constitute employment for purposes of the
Plan. The Company shall determine in good faith and in the exercise of its
discretion whether an individual has become or has ceased to be an Employee and
the effective date of such individual's employment or termination of employment,
as the case may be. For purposes of an individual's rights, if any, under the
terms of the Plan as of the time of the Company's determination of whether or
not the individual is an Employee, all such determinations by the Company shall
be final, binding and conclusive as to such rights, if any, notwithstanding that
the Company or any court of law or governmental agency subsequently makes a
contrary determination as to such individual's status as an Employee.

               (k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               (l) "Fair Market Value" means, as of any date, the value of a
share of Stock or other property as determined by the Board, in its discretion,
or by the Company, in its


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discretion, if such determination is expressly allocated to the Company herein,
subject to the following:

                    (i) If, on such date, the Stock is listed on a national or
regional securities exchange or market system, the Fair Market Value of a share
of Stock shall be the closing price of a share of Stock (or the mean of the
closing bid and asked prices of a share of Stock if the Stock is so quoted
instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market,
OTC Bulletin Board or such other national or regional securities exchange or
market system constituting the primary market for the Stock, as reported in The
Wall Street Journal or such other source as the Company deems reliable. If the
relevant date does not fall on a day on which the Stock has traded on such
securities exchange or market system, the date on which the Fair Market Value
shall be established shall be the last day on which the Stock was so traded
prior to the relevant date, or such other appropriate day as shall be determined
by the Board, in its discretion.

                    (ii) If, on such date, the Stock is not listed on a national
or regional securities exchange or market system, the Fair Market Value of a
share of Stock shall be as determined by the Board in good faith without regard
to any restriction other than a restriction which, by its terms, will never
lapse.

               (m) "Incentive Stock Option" means an Option intended to be (as
set forth in the Option Agreement) and which qualifies as an incentive stock
option within the meaning of Section 422(b) of the Code.

               (n) "Insider" means an Officer, a Director of the Company or
other person whose transactions in Stock are subject to Section 16 of the
Exchange Act.

               (o) "Nonstatutory Stock Option" means an Option not intended to
be (as set forth in the Option Agreement) or which does not qualify as an
Incentive Stock Option.

               (p) "Officer" means any person designated by the Board as an
officer of the Company.

               (q) "Option" means a right granted under Section 6 to purchase
Stock pursuant to the terms and conditions of the Plan. An Option may be either
an Incentive Stock Option or a Nonstatutory Stock Option.

               (r) "Option Agreement" means a written agreement between the
Company and a Participant setting forth the terms, conditions and restrictions
of the Option granted to the Participant and any shares acquired upon the
exercise thereof. An Option Agreement may consist of a form of "Notice of Grant
of Stock Option" and a form of "Stock Option Agreement" incorporated therein by
reference, or such other form or forms as the Board may approve from time to
time.

               (s) "Parent Corporation" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.


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               (t) "Participant" means any eligible person who has been granted
one or more Awards.

               (u) "Participating Company" means the Company or any Parent
Corporation, Subsidiary Corporation or Affiliate.

               (v) "Participating Company Group" means, at any point in time,
all corporations collectively which are then Participating Companies.

               (w) "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as
amended from time to time, or any successor rule or regulation.

               (x) "Section 162(m)" means Section 162(m) of the Code.

               (y) "Securities Act" means the Securities Act of 1933, as
amended.

               (z) "Service" means a Participant's employment or service with
the Participating Company Group, whether in the capacity of an Employee, a
Director or a Consultant. A Participant's Service shall not be deemed to have
terminated merely because of a change in the capacity in which the Participant
renders Service to the Participating Company Group or a change in the
Participating Company for which the Participant renders such Service, provided
that there is no interruption or termination of the Participant's Service.
Furthermore, a Participant's Service shall not be deemed to have terminated if
the Participant takes any military leave, sick leave, or other bona fide leave
of absence approved by the Company; provided, however, that if any such leave
exceeds ninety (90) days, on the one hundred eighty-first (181st) day following
the commencement of such leave any Incentive Stock Option held by the
Participant shall cease to be treated as an Incentive Stock Option and instead
shall be treated thereafter as a Nonstatutory Stock Option unless the
Participant's right to return to Service is guaranteed by statute or contract.
Notwithstanding the foregoing, unless otherwise designated by the Company or
required by law, a leave of absence shall not be treated as Service for purposes
of determining vesting under the Participant's Option Agreement or Stock
Purchase Agreement. Except as otherwise provided by the Board, in its
discretion, the Participant's Service shall be deemed to have terminated either
upon an actual termination of Service or upon the corporation for which the
Participant performs Service ceasing to be a Participating Company. Subject to
the foregoing, the Company, in its discretion, shall determine whether the
Participant's Service has terminated and the effective date of and reason for
such termination.

               (aa) "Stock" means the common stock of the Company, as adjusted
from time to time in accordance with Section 4.2.

               (bb) "Stock Purchase Agreement" means a written agreement between
the Company and a Participant setting forth the terms, conditions and
restrictions of the Stock Purchase Right granted to the Participant and any
shares acquired upon the exercise thereof. A Stock Purchase Agreement may
consist of a form of "Notice of Grant of Stock Purchase Right" and a form of
"Stock Purchase Agreement" incorporated therein by reference, or such other form
or forms as the Board may approve from time to time.


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               (cc) "Stock Purchase Right" means a right granted under Section 7
to purchase Stock pursuant to the terms and conditions of the Plan.

               (dd) "Subsidiary Corporation" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.

               (ee) "Ten Percent Stockholder" means a person who, at the time an
Award is granted to such person, owns stock possessing more than ten percent
(10%) of the total combined voting power (as defined in Section 194.5 of the
California Corporations Code) of all classes of stock of a Participating Company
(other than an Affiliate) within the meaning of Section 422(b)(6) of the Code.

          2.2 Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of the Plan. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. Use
of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

     3.   ADMINISTRATION.
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          3.1 Administration by the Board. The Plan shall be administered by the
Board. All questions of interpretation of the Plan or of any Award shall be
determined by the Board, and such determinations shall be final and binding upon
all persons having an interest in the Plan or such Award.

          3.2 Authority of Officers. Any Officer shall have the authority to act
on behalf of the Company with respect to any matter, right, obligation,
determination or election which is the responsibility of or which is allocated
to the Company herein, provided the Officer has apparent authority with respect
to such matter, right, obligation, determination or election.

          3.3 Powers of the Board. In addition to any other powers set forth in
the Plan and subject to the provisions of the Plan, the Board shall have the
full and final power and authority, in its discretion:

               (a) to determine the persons to whom, and the time or times at
which, Awards shall be granted and the number of shares of Stock to be subject
to each Award;

               (b) to designate Options as Incentive Stock Options or
Nonstatutory Stock Options;

               (c) to determine the Fair Market Value of shares of Stock or
other property;

               (d) to determine the terms, conditions and restrictions
applicable to each Award (which need not be identical) and any shares acquired
upon the exercise thereof, including, without limitation, (i) the exercise price
of the Award, (ii) the method of payment for shares purchased upon the exercise
of the Award, (iii) the method for satisfaction of any tax withholding
obligation arising in connection with the Award or such shares, including by the
withholding or delivery of shares of stock, (iv) the timing, terms and
conditions of the


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exercisability of the Award or the vesting of any shares acquired upon the
exercise thereof, (v) the time of the expiration of the Award, (vi) the effect
of the Participant's termination of Service on any of the foregoing, and (vii)
all other terms, conditions and restrictions applicable to the Award or such
shares not inconsistent with the terms of the Plan;

               (e) to approve one or more forms of Option Agreement and Stock
Purchase Agreement;

               (f) to amend, modify, extend, cancel or renew any Award or to
waive any restrictions or conditions applicable to any Award or any shares
acquired upon the exercise thereof;

               (g) to accelerate, continue, extend or defer the exercisability
of any Award or the vesting of any shares acquired upon the exercise thereof,
including with respect to the period following a Participant's termination of
Service with the Participating Company Group;

               (h) to prescribe, amend or rescind rules, guidelines and policies
relating to the Plan, or to adopt supplements to, or alternative versions of,
the Plan, including, without limitation, as the Board deems necessary or
desirable to comply with the laws of, or to accommodate the tax policy or custom
of, foreign jurisdictions whose citizens may be granted Awards; and

               (i) to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Option Agreement or Stock Purchase Agreement
and to make all other determinations and take such other actions with respect to
the Plan or any Award as the Board may deem advisable to the extent not
inconsistent with the provisions of the Plan or applicable law.

          3.4 Administration with Respect to Insiders. With respect to
participation by Insiders in the Plan, at any time that any class of equity
security of the Company is registered pursuant to Section 12 of the Exchange
Act, the Plan shall be administered in compliance with the requirements, if any,
of Rule 16b-3.

          3.5 Committee Complying with Section 162(m). If the Company is a
"publicly held corporation" within the meaning of Section 162(m) of the Code,
the Board may establish a Committee of "outside directors" within the meaning of
Section 162(m) to approve the grant of any Option which might reasonably be
anticipated to result in the payment of employee remuneration that would
otherwise exceed the limit on employee remuneration deductible for income tax
purposes pursuant to Section 162(m).

          3.6 Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or officers or
employees of the Participating Company Group, members of the Board and any
officers or employees of the Participating Company Group to whom authority to
act for the Board or the Company is delegated shall be indemnified by the
Company against all reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act


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under or in connection with the Plan, or any right granted hereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such person is liable for gross negligence, bad faith or
intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at its own expense to handle
and defend the same.

     4.   SHARES SUBJECT TO PLAN.
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          4.1 Maximum Number of Shares Issuable. Subject to adjustment as
provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be thirty million (30,000,000) shall consist
of authorized but unissued or reacquired shares of Stock or any combination
thereof. If an outstanding Award for any reason expires or is terminated or
canceled or if shares of Stock are acquired upon the exercise of an Award
subject to a Company repurchase option and are repurchased by the Company at the
Participant's exercise or purchase price, the shares of Stock allocable to the
unexercised portion of such Award or such repurchased shares of Stock shall
again be available for issuance under the Plan. However, except as adjusted
pursuant to Section 4.2, in no event shall more than thirty million (30,000,000)
shares of Stock be available for issuance pursuant to the exercise of Incentive
Stock Options (the "ISO Share Limit"). Shares of Stock shall not be deemed to
have been issued pursuant to the Plan to the extent such shares are withheld in
satisfaction of tax withholding obligations pursuant to Section 10.2. If the
exercise price of an Option is paid by tender to the Company, or attestation to
the ownership, of shares of Stock owned by the Participant, the number of shares
available for issuance under the Plan shall be reduced by the gross number of
shares for which the Option is exercised. Notwithstanding the foregoing, at any
such time as the offer and sale of securities pursuant to the Plan is subject to
compliance with Section 260.140.45 of Title 10 of the California Code of
Regulations ("Section 260.140.45"), the total number of shares of Stock issuable
upon the exercise of all outstanding Awards (together with options outstanding
under any other stock plan of the Company) and the total number of shares
provided for under any stock bonus or similar plan of the Company shall not
exceed thirty percent (30%) (or such other higher percentage limitation as may
be approved by the stockholders of the Company pursuant to Section 260.140.45)
of the then outstanding shares of the Company as calculated in accordance with
the conditions and exclusions of Section 260.140.45.

          4.2 Adjustments for Changes in Capital Structure. Subject to any
required action by the stockholders of the Company, in the event of any change
in the Stock effected without receipt of consideration by the Company, whether
through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares,
or similar change in the capital structure of the Company, or in the event of
payment of a dividend or distribution to the stockholders of the Company in a
form other than Stock (excepting normal cash dividends) that has a material
effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number and class of shares
subject to the Plan and to any outstanding Awards, in the ISO Share Limit set
forth in Section 4.1, in the Section 162(m) Grant Limit set forth in Section 5.4
and in the exercise or purchase price per share of any outstanding Awards in
order to prevent dilution or enlargement of Participants' rights under the Plan.
For purposes of the foregoing, conversion of any convertible securities of the
Company shall not be treated as "effected without receipt of consideration by
the Company." Any fractional share resulting from an adjustment pursuant to this


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Section 4.2 shall be rounded down to the nearest whole number, and in no event
may the exercise price of any Award be decreased to an amount less than the par
value, if any, of the stock subject to the Award. Such adjustments shall be
determined by the Board, and its determination shall be final, binding and
conclusive.

     5.   ELIGIBILITY AND OPTION LIMITATIONS.
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          5.1 Persons Eligible for Awards. Awards may be granted only to
Employees, Consultants, and Directors of a Participating Company. Eligible
persons may be granted more than one (1) Award. However, eligibility in
accordance with this Section shall not entitle any person to be granted an
Award, or, having been granted an Award, to be granted an additional Award.

          5.2 Participation. Awards are granted solely at the discretion of the
Board. Eligible persons may be granted more than one Award. However, eligibility
in accordance with this Section shall not entitle any person to be granted an
Award, or, having been granted an Award, to be granted an additional Award.

          5.3 Incentive Stock Option Limitations.

               (a) Persons Eligible. An Incentive Stock Option may be granted
only to a person who, on the effective date of grant, is an Employee of the
Company, a Parent Corporation or a Subsidiary Corporation (each being an
"ISO-Qualifying Corporation"). Any person who is not an Employee of an
ISO-Qualifying Corporation on the effective date of the grant of an Option to
such person may be granted only a Nonstatutory Stock Option.

               (b) Fair Market Value Limitation. To the extent that options
designated as Incentive Stock Options (granted under all stock plans of the
Participating Company Group, including the Plan) become exercisable by a
Participant for the first time during any calendar year for stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portions
of such options which exceed such amount shall be treated as Nonstatutory Stock
Options. For purposes of this Section 5.3, options designated as Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of stock shall be determined as of the time the option
with respect to such stock is granted. If the Code is amended to provide for a
different limitation from that set forth in this Section 5.3, such different
limitation shall be deemed incorporated herein effective as of the date and with
respect to such Options as required or permitted by such amendment to the Code.
If an Option is treated as an Incentive Stock Option in part and as a
Nonstatutory Stock Option in part by reason of the limitation set forth in this
Section 5.3, the Participant may designate which portion of such Option the
Participant is exercising. In the absence of such designation, the Participant
shall be deemed to have exercised the Incentive Stock Option portion of the
Option first. Separate certificates representing each such portion shall be
issued upon the exercise of the Option.

          5.4 Section 162(m) Grant Limit. Subject to adjustment as provided in
Section 4.2, at any such time as the Company is a "publicly held corporation"
within the meaning of Section 162(m) of the Code, no Employee shall be granted
one or more Options within any fiscal year of the Company which in the aggregate
are for the purchase of more than four million (4,000,000) shares (the "Section
162(m) Grant Limit").


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     6.   TERMS AND CONDITIONS OF OPTIONS.
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          Options shall be evidenced by Option Agreements specifying the number
of shares of Stock covered thereby, in such form as the Board shall from time to
time establish. No Option or purported Option shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Option Agreement.
Option Agreements may incorporate all or any of the terms of the Plan by
reference and shall comply with and be subject to the following terms and
conditions:

          6.1 Exercise Price. The exercise price for each Option shall be
established in the discretion of the Board; provided, however, that (a) the
exercise price per share for an Incentive Stock Option shall be not less than
the Fair Market Value of a share of Stock on the effective date of grant of the
Option, (b) the exercise price per share for a Nonstatutory Stock Option shall
be not less than eighty-five percent (85%) of the Fair Market Value of a share
of Stock on the effective date of grant of the Option, and (c) no Option granted
to a Ten Percent Stockholder shall have an exercise price per share less than
one hundred ten percent (110%) of the Fair Market Value of a share of Stock on
the effective date of grant of the Option. Notwithstanding the foregoing, an
Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be
granted with an exercise price lower than the minimum exercise price set forth
above if such Option is granted pursuant to an assumption or substitution for
another option in a manner qualifying under the provisions of Section 424(a) of
the Code.

          6.2 Exercisability and Term of Options. Options shall be exercisable
at such time or times, or upon such event or events, and subject to such terms,
conditions, performance criteria and restrictions as shall be determined by the
Board and set forth in the Option Agreement evidencing such Option; provided,
however, that (a) no Option shall be exercisable after the expiration of ten
(10) years after the effective date of grant of such Option, (b) no Incentive
Stock Option granted to a Ten Percent Stockholder shall be exercisable after the
expiration of five (5) years after the effective date of grant of such Option,
and (c) with the exception of an Option granted to an Officer, a Director or a
Consultant, no Option shall become exercisable at a rate less than twenty
percent (20%) per year over a period of five (5) years from the effective date
of grant of such Option, subject to the Participant's continued Service. Subject
to the foregoing, unless otherwise specified by the Board in the grant of an
Option, any Option granted hereunder shall terminate ten (10) years after the
effective date of grant of the Option, unless earlier terminated in accordance
with its provisions.

          6.3 Payment of Exercise Price.

               (a) Forms of Consideration Authorized. Except as otherwise
provided below, payment of the exercise price for the number of shares of Stock
being purchased pursuant to any Option shall be made (i) in cash, by check or
cash equivalent, (ii) by tender to the Company, or attestation to the ownership,
of shares of Stock owned by the Participant having a Fair Market Value not less
than the exercise price, (iii) by delivery of a properly executed notice
together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale or loan with respect to some or all of
the shares being acquired upon the exercise of the Option (including, without
limitation, through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a "Cashless Exercise"), (iv) by such other


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consideration as may be approved by the Board from time to time to the extent
permitted by applicable law, or (v) by any combination thereof. The Board may at
any time or from time to time, by approval of or by amendment to the standard
forms of Option Agreement described in Section 8, or by other means, grant
Options which do not permit all of the foregoing forms of consideration to be
used in payment of the exercise price or which otherwise restrict one or more
forms of consideration.

               (b) Limitations on Forms of Consideration.

                    (i) Tender of Stock. Notwithstanding the foregoing, an
Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock to the extent such tender or attestation would
constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company's stock. Unless otherwise provided by
the Board, an Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock unless such shares either have
been owned by the Participant for more than six (6) months (and were not used
for another Option exercise by attestation during such period) or were not
acquired, directly or indirectly, from the Company.

                    (ii) Cashless Exercise. The Company reserves, at any and all
times, the right, in the Company's sole and absolute discretion, to establish,
decline to approve or terminate any program or procedures for the exercise of
Options by means of a Cashless Exercise, including with respect to one or more
Participants specified by the Company notwithstanding that such program or
procedures may be available to other Participants.

          6.4 Effect of Termination of Service.

               (a) Option Exercisability. Subject to earlier termination of the
Option as otherwise provided herein and unless otherwise provided by the Board
in the grant of an Option and set forth in the Option Agreement, an Option shall
be exercisable after a Participant's termination of Service only during the
applicable time period determined in accordance with this Section 6.4 and
thereafter shall terminate:

                    (i) Disability. If the Participant's Service terminates
because of the Disability of the Participant, the Option, to the extent
unexercised and exercisable on the date on which the Participant's Service
terminated, may be exercised by the Participant (or the Participant's guardian
or legal representative) at any time prior to the expiration of twelve (12)
months (or such longer period of time as determined by the Board, in its
discretion) after the date on which the Participant's Service terminated, but in
any event no later than the date of expiration of the Option's term as set forth
in the Option Agreement evidencing such Option (the "Option Expiration Date").

                    (ii) Death. If the Participant's Service terminates because
of the death of the Participant, the Option, to the extent unexercised and
exercisable on the date on which the Participant's Service terminated, may be
exercised by the Participant's legal representative or other person who acquired
the right to exercise the Option by reason of the Participant's death at any
time prior to the expiration of twelve (12) months (or such longer period of
time as determined by the Board, in its discretion) after the date on which the


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Participant's Service terminated, but in any event no later than the Option
Expiration Date. The Participant's Service shall be deemed to have terminated on
account of death if the Participant dies within three (3) months (or such longer
period of time as determined by the Board, in its discretion) after the
Participant's termination of Service.

                    (iii) Termination for Cause. Notwithstanding any other
provision of the Plan to the contrary, if the Participant's Service with the
Participating Company Group is terminated for Cause, as defined by the
Participant's Option Agreement or contract of employment or service (or, if not
defined in any of the foregoing, as defined below), the Option shall terminate
and cease to be exercisable immediately upon such termination of Service. Unless
otherwise defined by the Participant's Option Agreement or contract of
employment or service, for purposes of this Section 6.4(a)(iii) "Cause" shall
mean any of the following: (1) the Participant's theft, dishonesty, or
falsification of any Participating Company documents or records; (2) the
Participant's improper use or disclosure of a Participating Company's
confidential or proprietary information; (3) any action by the Participant which
has a material detrimental effect on a Participating Company's reputation or
business; (4) the Participant's failure or inability to perform any reasonable
assigned duties after written notice from a Participating Company of, and a
reasonable opportunity to cure, such failure or inability; (5) any material
breach by the Participant of any employment or service agreement between the
Participant and a Participating Company, which breach is not cured pursuant to
the terms of such agreement; or (6) the Participant's conviction (including any
plea of guilty or nolo contendere) of any criminal act which impairs the
Participant's ability to perform his or her duties with a Participating Company.

                    (iv) Other Termination of Service. If the Participant's
Service terminates for any reason, except Disability, death or Cause, the
Option, to the extent unexercised and exercisable by the Participant on the date
on which the Participant's Service terminated, may be exercised by the
Participant at any time prior to the expiration of three (3) months (or such
longer period of time as determined by the Board, in its discretion) after the
date on which the Participant's Service terminated, but in any event no later
than the Option Expiration Date.

               (b) Extension if Exercise Prevented by Law. Notwithstanding the
foregoing other than termination of Service for Cause, if the exercise of an
Option within the applicable time periods set forth in Section 6.4(a) is
prevented by the provisions of Section 11 below, the Option shall remain
exercisable until three (3) months (or such longer period of time as determined
by the Board, in its discretion) after the date the Participant is notified by
the Company that the Option is exercisable, but in any event no later than the
Option Expiration Date.

               (c) Extension if Participant Subject to Section 16(b).
Notwithstanding the foregoing other than termination of Service for Cause, if a
sale within the applicable time periods set forth in Section 6.4(a) of shares
acquired upon the exercise of the Option would subject the Participant to suit
under Section 16(b) of the Exchange Act, the Option shall remain exercisable
until the earliest to occur of (i) the tenth (10th) day following the date on
which a sale of such shares by the Participant would no longer be subject to
such suit, (ii) the


                                       11
<PAGE>

one hundred and ninetieth (190th) day after the Participant's termination of
Service, or (iii) the Option Expiration Date.

          6.5 Transferability of Options. During the lifetime of the
Participant, an Option shall be exercisable only by the Participant or the
Participant's guardian or legal representative. No Option shall be assignable or
transferable by the Participant, except by will or by the laws of descent and
distribution. Notwithstanding the foregoing, to the extent permitted by the
Board, in its discretion, and set forth in the Option Agreement evidencing such
Option, a Nonstatutory Stock Option shall be assignable or transferable subject
to the applicable limitations, if any, described in Section 260.140.41 of Title
10 of the California Code of Regulations, Rule 701 under the Securities Act, and
the General Instructions to Form S-8 Registration Statement under the Securities
Act.

     7.   TERMS AND CONDITIONS OF STOCK PURCHASE RIGHTS.
          ---------------------------------------------

          Stock Purchase Rights shall be evidenced by Stock Purchase Agreements,
specifying the number of shares of Stock covered thereby, in such form as the
Board shall from time to time establish. No Stock Purchase Right or purported
Stock Purchase Right shall be a valid and binding obligation of the Company
unless evidenced by a fully executed Stock Purchase Agreement. Stock Purchase
Agreements may incorporate all or any of the terms of the Plan by reference and
shall comply with and be subject to the following terms and conditions:

          7.1 Purchase Price. The purchase price under each Stock Purchase Right
shall be established by the Board; provided, however, that (a) the purchase
price per share shall be at least eighty-five percent (85%) of the Fair Market
Value of a share of Stock either on the effective date of grant of the Stock
Purchase Right or on the date on which the purchase is consummated and (b) the
purchase price per share under a Stock Purchase Right granted to a Ten Percent
Stockholder shall be at least one hundred percent (100%) of the Fair Market
Value of a share of Stock either on the effective date of grant of the Stock
Purchase Right or on the date on which the purchase is consummated.

          7.2 Purchase Period. A Stock Purchase Right shall be exercisable
within a period established by the Board, which shall in no event exceed thirty
(30) days from the effective date of the grant of the Stock Purchase Right.

          7.3 Payment of Purchase Price. Except as otherwise provided below,
payment of the purchase price for the number of shares of Stock being purchased
pursuant to any Stock Purchase Right shall be made (a) in cash, by check, or
cash equivalent, (b) in the form of the Participant's past service rendered to a
Participating Company or for its benefit having a value not less than the
aggregate purchase price of the shares being acquired, (c) by such other
consideration as may be approved by the Board from time to time to the extent
permitted by applicable law, or (d) by any combination thereof. The Board may at
any time or from time to time, by adoption of or by amendment to the standard
form of Stock Purchase Agreement described in Section 8, or by other means,
grant Stock Purchase Rights which do not permit all of the foregoing forms of
consideration to be used in payment of the purchase price or which otherwise
restrict one or more forms of consideration.

          7.4 Vesting and Restrictions on Transfer. Shares issued pursuant to
any Stock Purchase Right may or may not be made subject to vesting conditioned
upon the satisfaction of such Service requirements, conditions, restrictions or
performance criteria (the "Vesting Conditions") as


                                       12
<PAGE>

shall be established by the Board and set forth in the Stock Purchase Agreement
evidencing such Award. During any period (the "Restriction Period") in which
shares acquired pursuant to a Stock Purchase Right remain subject to Vesting
Conditions, such shares may not be sold, exchanged, transferred, pledged,
assigned or otherwise disposed of other than pursuant to an Ownership Change
Event, as defined in Section 9.1, or as provided in Section 7.5. Upon request by
the Company, each Participant shall execute any agreement evidencing such
transfer restrictions prior to the receipt of shares of Stock hereunder and
shall promptly present to the Company any and all certificates representing
shares of Stock acquired hereunder for the placement on such certificates of
appropriate legends evidencing any such transfer restrictions.

          7.5 Effect of Termination of Service. Unless otherwise provided by the
Board in the grant of a Stock Purchase Right and set forth in the Stock Purchase
Agreement, if a Participant's Service terminates for any reason, whether
voluntary or involuntary (including the Participant's death or disability), then
the Company shall have the option to repurchase for the purchase price paid by
the Participant any shares acquired by the Participant pursuant to a Stock
Purchase Right which remain subject to Vesting Conditions as of the date of the
Participant's termination of Service; provided, however, that with the exception
of shares acquired pursuant to a Stock Purchase Right by an Officer, a Director
or a Consultant, the Company's repurchase option must lapse at the rate of at
least twenty percent (20%) of the shares per year over the period of five (5)
years from the effective date of grant of the Stock Purchase Right (without
regard to the date on which the Stock Purchase Right was exercised) and the
repurchase option must be exercised, if at all, for cash or cancellation of
purchase money indebtedness for the shares within ninety (90) days following the
Participant's termination of Service. The Company shall have the right to assign
at any time any repurchase right it may have, whether or not such right is then
exercisable, to one or more persons as may be selected by the Company.

          7.6 Nontransferability of Stock Purchase Rights. Rights to acquire
shares of Stock pursuant to a Stock Purchase Right may not be assigned or
transferred in any manner except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, shall be exercisable
only by the Participant.

     8.   STANDARD FORMS OF AGREEMENTS.
          ----------------------------

          8.1 Option Agreement. Unless otherwise provided by the Board at the
time the Option is granted, an Option shall comply with and be subject to the
terms and conditions set forth in the appropriate form of Option Agreement
approved by the Board concurrently with its adoption of the Plan and as amended
from time to time.

          8.2 Stock Purchase Agreement. Unless otherwise provided by the Board
at the time the Stock Purchase Right is granted, a Stock Purchase Right shall be
subject to the terms and conditions set forth in the appropriate form of Stock
Purchase Agreement approved by the Board concurrently with its adoption of the
Plan and as amended from time to time.

          8.3 Authority to Vary Terms. The Board shall have the authority from
time to time to vary the terms of any standard form of agreement described in
this Section 8 either in connection with the grant or amendment of an individual
Award or in connection with the authorization of a new standard form or forms;
provided, however, that the terms and conditions of any such new, revised or
amended standard form or forms of agreement are not inconsistent with the terms
of the Plan.


                                       13
<PAGE>

     9.   CHANGE IN CONTROL.
          -----------------

          9.1 Definitions.

               (a) An "Ownership Change Event" shall be deemed to have occurred
if any of the following occurs with respect to the Company: (i) the direct or
indirect sale or exchange in a single or series of related transactions by the
stockholders of the Company of more than fifty percent (50%) of the voting stock
of the Company; (ii) a merger or consolidation in which the Company is a party;
(iii) the sale, exchange, or transfer of all or substantially all of the assets
of the Company; or (iv) a liquidation or dissolution of the Company.

               (b) A "Change in Control" shall mean an Ownership Change Event or
a series of related Ownership Change Events (collectively, a "Transaction")
wherein the stockholders of the Company immediately before the Transaction do
not retain immediately after the Transaction, in substantially the same
proportions as their ownership of shares of the Company's voting stock
immediately before the Transaction, direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting securities of the Company or, in the case of a Transaction
described in Section 9.1(a)(iii), the corporation or other business entity to
which the assets of the Company were transferred (the "Transferee"), as the case
may be. For purposes of the preceding sentence, indirect beneficial ownership
shall include, without limitation, an interest resulting from ownership of the
voting securities of one or more corporations or other business entities which
own the Company or the Transferee, as the case may be, either directly or
through one or more subsidiary corporations or other business entities. The
Board shall have the right to determine whether multiple sales or exchanges of
the voting securities of the Company or multiple Ownership Change Events are
related, and its determination shall be final, binding and conclusive.

          9.2 Effect of Change in Control on Options.

               (a) Accelerated Vesting. Notwithstanding any other provision of
the Plan to the contrary, the Board, in its sole discretion, may provide in any
Award Agreement or, in the event of a Change in Control, may take such actions
as it deems appropriate to provide for the acceleration of the exercisability
and vesting in connection with such Change in Control of any or all outstanding
Options and shares acquired upon the exercise of such Options

               (b) Assumption or Substitution of Options. In the event of a
Change in Control, the surviving, continuing, successor, or purchasing
corporation or other business entity or parent thereof, as the case may be (the
"Acquiror"), may, without the consent of any Participant, either assume the
Company's rights and obligations under outstanding Options or substitute for
outstanding Options substantially equivalent options for the Acquiror's stock.
Any Options which are not assumed by the Acquiror in connection with the Change
in Control shall, to the extent not exercised as of the date of the Change in
Control, terminate and cease to be outstanding effective as of the date of the
Change in Control. Notwithstanding the foregoing, shares acquired upon exercise
of an Option prior to the Change in Control and any consideration received
pursuant to the Change in Control with respect to such shares shall continue to
be subject to all applicable provisions of the Award Agreement evidencing such
Option except as


                                       14
<PAGE>

otherwise provided in such Award Agreement. Furthermore, notwithstanding the
foregoing, if the corporation the stock of which is subject to the outstanding
Options immediately prior to an Ownership Change Event described in Section
9.1(a)(i) constituting a Change in Control is the surviving or continuing
corporation and immediately after such Ownership Change Event less than fifty
percent (50%) of the total combined voting power of its voting stock is held by
another corporation or by other corporations that are members of an affiliated
group within the meaning of Section 1504(a) of the Code without regard to the
provisions of Section 1504(b) of the Code, the outstanding Options shall not
terminate unless the Board otherwise provides in its discretion. For the
purposes of this Section 9.2(b), an Option shall be considered assumed if, for
every share of Stock subject thereto immediately prior to the Change in Control,
the Participant has the right, following the Change in Control, to acquire in
accordance with the terms and conditions of the assumed Option the consideration
(whether stock, cash or other securities or property) received in the Change in
Control transaction by holders of shares of Stock for each share held
immediately prior to such transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Stock); provided, however, that if such consideration
received in the Change in Control transaction was not solely common stock of the
Acquiror, the Board may, with the consent of the Acquiror, provide for the
consideration to be acquired to be solely common stock of the Acquiror equal in
Fair Market Value to the per share consideration received by holders of Stock in
the Change in Control transaction.

               (c) Cash-Out of Options. The Board may, in its sole discretion
and without the consent of any Participant, determine that, upon the occurrence
of a Change in Control, each or any Option outstanding immediately prior to the
Change in Control shall be canceled in exchange for a payment with respect to
each vested share of Stock subject to such canceled Option in (i) cash, (ii)
stock of the Company or of a corporation or other business entity a party to the
Change in Control, or (iii) other property which, in any such case, shall be in
an amount having a Fair Market Value equal to the Fair Market Value of the
consideration to be paid per share of Stock in the Change in Control over the
exercise price per share under such Option (the "Spread"). In the event such
determination is made by the Board, the Spread (reduced by applicable
withholding taxes, if any) shall be paid to Participants in respect of their
canceled Options as soon as practicable following the date of the Change in
Control.

          9.3 Effect of Change in Control on Stock Purchase Right. In the event
of a Change in Control, the Acquiror, may, without the consent of any
Participant, either assume the Company's rights and obligations under
outstanding Stock Purchase Rights or substitute for outstanding Stock Purchase
Rights substantially equivalent purchase rights for the Acquiror's stock. Any
Stock Purchase Rights which are neither assumed or substituted for by the
Acquiror in connection with the Change in Control nor exercised as of the date
of the Change in Control shall terminate and cease to be outstanding effective
as of the date of the Change in Control. Notwithstanding the foregoing, shares
acquired upon exercise of a Stock Purchase Right prior to the Change in Control
and any consideration received pursuant to the Change in Control with respect to
such shares shall continue to be subject to all applicable provisions of the
Stock Purchase Agreement evidencing such Stock Purchase Right except as
otherwise provided in such Stock Purchase Agreement. Furthermore,
notwithstanding the foregoing, if the corporation the stock of which is subject
to the outstanding Stock Purchase Rights immediately prior to an Ownership
Change Event described in Section 9.1(a)(i) constituting a Change in Control is
the surviving or continuing


                                       15
<PAGE>

corporation and immediately after such Ownership Change Event less than fifty
percent (50%) of the total combined voting power of its voting stock is held by
another corporation or by other corporations that are members of an affiliated
group within the meaning of Section 1504(a) of the Code without regard to the
provisions of Section 1504(b) of the Code, the outstanding Stock Purchase Rights
shall not terminate unless the Board otherwise provides in its discretion.

     10.  TAX WITHHOLDING.
          ---------------

          10.1 Tax Withholding in General. The Company shall have the right to
deduct from any and all payments made under the Plan, or to require the
Participant, through payroll withholding, cash payment or otherwise, including
by means of a Cashless Exercise of an Option, to make adequate provision for,
the federal, state, local and foreign taxes, if any, required by law to be
withheld by the Participating Company Group with respect to an Award or the
shares acquired pursuant thereto. The Company shall have no obligation to
deliver shares of Stock or to release shares of Stock from an escrow established
pursuant to an Option Agreement or Stock Purchase Agreement until the
Participating Company Group's tax withholding obligations have been satisfied by
the Participant.

          10.2 Withholding in Shares. The Company shall have the right, but not
the obligation, to deduct from the shares of Stock issuable to a Participant
upon the exercise of an Award, or to accept from the Participant the tender of,
a number of whole shares of Stock having a Fair Market Value, as determined by
the Company, equal to all or any part of the tax withholding obligations of the
Participating Company Group. The Fair Market Value of any shares of Stock
withheld or tendered to satisfy any such tax withholding obligations shall not
exceed the amount determined by the applicable minimum statutory withholding
rates.

     11.  COMPLIANCE WITH SECURITIES LAW.
          ------------------------------

          The grant of Awards and the issuance of shares of Stock upon exercise
of Awards shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities. Awards may not
be exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. In addition, no Award may be exercised
unless (a) a registration statement under the Securities Act shall at the time
of exercise of the Award be in effect with respect to the shares issuable upon
exercise of the Award or (b) in the opinion of legal counsel to the Company, the
shares issuable upon exercise of the Award may be issued in accordance with the
terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the failure to issue or sell
such shares as to which such requisite authority shall not have been obtained.
As a condition to the exercise of any Award, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.


                                       16
<PAGE>

     12.  TERMINATION OR AMENDMENT OF PLAN.
          --------------------------------

          The Board may terminate or amend the Plan at any time. However,
subject to changes in applicable law, regulations or rules that would permit
otherwise, without the approval of the Company's stockholders, there shall be
(a) no increase in the maximum aggregate number of shares of Stock that may be
issued under the Plan (except by operation of the provisions of Section 4.2),
(b) no change in the class of persons eligible to receive Incentive Stock
Options, and (c) no other amendment of the Plan that would require approval of
the Company's stockholders under any applicable law, regulation or rule. No
termination or amendment of the Plan shall affect any then outstanding Award
unless expressly provided by the Board. In any event, no termination or
amendment of the Plan may adversely affect any then outstanding Award without
the consent of the Participant, unless such termination or amendment is required
to enable an Option designated as an Incentive Stock Option to qualify as an
Incentive Stock Option or is necessary to comply with any applicable law,
regulation or rule.

     13.  MISCELLANEOUS PROVISIONS.
          ------------------------

          13.1 Repurchase Rights. Shares issued under the Plan may be subject to
one or more repurchase options, or other conditions and restrictions as
determined by the Board in its discretion at the time the Award is granted. The
Company shall have the right to assign at any time any repurchase right it may
have, whether or not such right is then exercisable, to one or more persons as
may be selected by the Company. Upon request by the Company, each Participant
shall execute any agreement evidencing such transfer restrictions prior to the
receipt of shares of Stock hereunder and shall promptly present to the Company
any and all certificates representing shares of Stock acquired hereunder for the
placement on such certificates of appropriate legends evidencing any such
transfer restrictions.

          13.2 Provision of Information. At least annually, copies of the
Company's balance sheet and income statement for the just completed fiscal year
shall be made available to each Participant and purchaser of shares of Stock
upon the exercise of an Award. The Company shall not be required to provide such
information to key employees whose duties in connection with the Company assure
them access to equivalent information. Furthermore, the Company shall deliver to
each Participant such disclosures as are required in accordance with Rule 701
under the Securities Act.

          13.3 Rights as Employee, Consultant or Director. No person, even
though eligible pursuant to Section 5, shall have a right to be selected as a
Participant, or, having been so selected, to be selected again as a Participant.
Nothing in the Plan or any Award granted under the Plan shall confer on any
Participant a right to remain an Employee, Consultant or Director, or interfere
with or limit in any way any right of a Participating Company to terminate the
Participant's Service at any time. To the extent that an Employee of a
Participating Company other than the Company receives an Award under the Plan,
that Award shall in no event be understood or interpreted to mean that the
Company is the Employee's employer or that the Employee has an employment
relationship with the Company.

          13.4 Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any shares covered by an Award until the date of the
issuance of such shares (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer


                                       17
<PAGE>

agent of the Company). No adjustment shall be made for dividends, distributions
or other rights for which the record date is prior to the date such shares are
issued, except as provided in Section 4.2 or another provision of the Plan.

          13.5 Fractional Shares. The Company shall not be required to issue
fractional shares upon the exercise of any Award.

          13.6 Beneficiary Designation. Subject to local laws and procedures,
each Participant may file with the Company a written designation of a
beneficiary who is to receive any benefit under the Plan to which the
Participant is entitled in the event of such Participant's death before he or
she receives any or all of such benefit. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. If a married Participant
designates a beneficiary other than the Participant's spouse, the effectiveness
of such designation may be subject to the consent of the Participant's spouse.
If a Participant dies without an effective designation of a beneficiary who is
living at the time of the Participant's death, the Company will pay any
remaining unpaid benefits to the Participant's legal representative.

          13.7 Stockholder Approval. The Plan or any increase in the maximum
aggregate number of shares of Stock issuable thereunder as provided in Section
4.1 (the "Authorized Shares") shall be approved by a majority of the outstanding
securities of the Company entitled to vote within twelve (12) months before or
after the date of adoption thereof by the Board. Awards granted prior to
security holder approval of the Plan or in excess of the Authorized Shares
previously approved by the security holders shall become exercisable no earlier
than the date of security holder approval of the Plan or such increase in the
Authorized Shares, as the case may be.



                                       18
<PAGE>

                                  PLAN HISTORY
                                  ------------


September 23, 2004      Board adopts Plan effective as of the Effective Date,
                        with an initial reserve of 30,000,000 shares.

November 17, 2004       Stockholders approve Plan at annual meeting on the
                        Effective Date.