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                                                                   EXHIBIT 10.29

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER
AND TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT, AND EACH OWNER OF THIS
NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE PURCHASE
AGREEMENT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT), IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT, AND EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE OWNER (1) REPRESENTS THAT IT IS
NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION"
PURSUANT TO REGULATION S (WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT); AND (2) AGREES THAT IT WILL NOT OFFER, RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (B) TO THE COMPANY, (C) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S OR (D)
PURSUANT TO RULE 144 OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT (IF AVAILABLE) SUBJECT IN EACH OF THE FOREGOING CASES
TO ANY REQUIREMENTS OF LAW THAT THE DISPOSITION OF THE PROPERTY OF SUCH OWNER BE
AT ALL TIMES WITHIN SUCH OWNER'S CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN THE CASE OF ANY TRANSFER REFERRED TO IN CLAUSES 2(D) OR 2(E) ABOVE,
THE OWNER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. IN ALL SITUATIONS THE OWNER WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE
SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT.

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THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART UNTIL AFTER THE EXPIRATION OF
40 DAYS FROM THE DATE OF THIS NOTE AND THEREAFTER MAY ONLY BE EXCHANGED UPON
RECEIPT OF CERTIFICATION OF BENEFICIAL OWNERSHIP OF THE SECURITIES REPRESENTED
BY THIS NOTE BY A NON-U.S. PERSON OR A U.S. PERSON WHO PURCHASED THE SECURITIES
IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

                         11.0% SENIOR SUBORDINATED NOTE
                              DUE JANUARY 18, 2007

$5,000,000                                                          May 27, 2004

            SECTION 1. PAYMENT OBLIGATION. PLANETOUT INC., a Delaware
corporation, having an address at 300 California St. Suite 200, San Francisco CA
94104 (herein called the "Company"), for value received, hereby promises to pay
to Peter Andrew Allard or his registered assigns (hereinafter referred to as the
"Owner"), the principal sum of $5,000,000 on the Maturity Date, or such earlier
date as provided in the Purchase Agreement, and to pay interest from the date
hereof on the unpaid balance of such principal amount from time to time
outstanding (computed on the basis of a 360-day year for actual days elapsed) at
the rate of 11.0% per annum; provided that, the interest rate shall
automatically increase to 22.0% per annum on January 1, 2007 and shall decrease
to 8% if the Owner elects to take a security interest pursuant to the Security
Agreement. Such interest shall be paid in cash on each Monthly Payment Date
commencing on July 1, 2004, and on the Maturity Date. Any interest which is not
so paid in cash shall be compounded monthly and added to the principal amount of
the Notes (but such failure to pay interest within 5 days of when due shall in
any event be an Event of Default under the Purchase Agreement). Payment of the
principal of and interest on this Note as well as all other amounts payable in
connection with the repayment of this Note will be made by wire transfer of
immediately available funds, in currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts, to
such account as shall be designated to the Company by the Owner.

            SECTION 2. DEFINITIONS. Capitalized terms used herein but not
otherwise defined herein shall have the meaning ascribed thereto in the Purchase
Agreement. As used herein, the following terms will be deemed to have the
meanings set forth below:

      "MATURITY DATE" means January 18, 2007.

      "NOTE" means this 11.0% senior subordinated note issued by the Company.

      "PURCHASE AGREEMENT" means that certain Securities Purchase Agreement,
dated as of May 25, 2004, among the Company and Peter Andrew Allard.

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            SECTION 3. PURCHASE AGREEMENT. This Note is issued in connection
with the Purchase Agreement and is entitled to all of the benefits of the
Purchase Agreement and the other Financing Documents.

            SECTION 4. OPTIONAL PREPAYMENT. This Note shall be subject to
optional prepayment, at the option of the Company, in accordance with the terms
and conditions of the Purchase Agreement.

            SECTION 5. MANDATORY PREPAYMENT. This Note shall be subject to
mandatory prepayment in accordance with the terms and conditions of the Purchase
Agreement.

            SECTION 6. ACCELERATION. This Note and the indebtedness evidenced
hereby is subject to acceleration under the terms and conditions set forth in
the Purchase Agreement.

            SECTION 7. NOTE TRANSFERS AND REGISTER.

            (a) Notwithstanding anything contained herein or in the Purchase
Agreement to the contrary, the Company agrees to maintain at its principal place
of business a register or registers, in which subject to such reasonable
procedures as it may prescribe, it will register the Note as to both principal
and interest and will register the transfer of this Note as provided below. This
Note may be assigned only by the surrender of this Note together with all
necessary endorsements, whereupon, the Company shall issue a new Note payable to
the order of the party to whom this Note has been endorsed. The foregoing
requirement is intended to cause this Note to qualify as a registered obligation
pursuant to Section 5f.103-1(c)(1)(i) of the United States Income Tax
Regulations promulgated under the United States Internal Revenue Code of 1986,
as amended (the "Regulations"), and shall be interpreted in a manner necessary
to cause this Note to qualify as a registered obligation under Section
5f.103-1(c)(1)(i) of the regulations.

            (b) The Company and Owner agree that the ownership of this Note or
any interest therein is required to be reflected in a book entry on the books
and records of the Company and that at all times the ownership of this Note or
any interest therein will be reflected on the records of the Company. Owner
agrees to notify the Company of any assignment of this Note or interest therein
and agrees that the ownership of this Note as shown in the records of the
Company will control the payment of this Note and supersedes the right of any
person with the physical possession of this Note. The foregoing is intended to
cause this Note to qualify as a registered obligation under Section
5f.103-1(c)(1)(iii) of the Regulations and shall be interpreted in a manner
necessary to cause this Note to qualify as a registered obligation under Section
5.f103-1(c)(1)(i) of the Regulations.

            (c) Owner agrees to provide the Company the appropriate tax
information consistent with Section 1.871-14 of the Regulations, including
without limitation United States Income Tax Form W-8BEN.

            (d) It is the intent of Company and Owner that any interest paid
pursuant to the terms of this Note would qualify as "Portfolio Interest" as such
term is defined in Section 871(h) of the United States Internal Revenue Code of
1986, as amended, and the terms of this Note shall be construed in that manner.
This Note is intended to be in registered form and to comply with

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all requirements of Sections 5f.103-(1)(c) and 1.871-14 of the Regulations, and
the provisions of this Note shall be interpreted in a manner necessary to cause
this Note to be in registered form as defined in Section 5f.103-(1)(c) and
1.871-14 of the Regulations.

            SECTION 8. MISCELLANEOUS.

            (a) All notices, requests, demands and other communications
hereunder shall be in accordance with the terms and conditions of the Purchase
Agreement.

            (b) In the event of prepayment or conversion of this Note in part
only, a new note or notes for the unpaid or unconverted portion hereof will be
issued in the manner described in Section 7 above. Each such note shall be in
substantially the same form as this Note.

            (c) This Note shall be governed by and construed in accordance with
the laws of the State of California.

            (d) The Company agrees, to the extent permitted by law, to pay to
the Owner all costs and expenses (including attorneys fees) incurred by it in
the collection hereof or the enforcement of any right or remedy provided for
herein (including such costs and expenses incurred in connection with a workout
or an insolvency or bankruptcy proceeding).

            (e) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND THE
OWNER OF THIS NOTE HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH
RESPECT TO THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE DEALINGS OF THE COMPANY AND THE OWNER WITH RESPECT TO THIS NOTE, OR THE
TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND THE OWNER OF THIS NOTE
HEREBY AGREE THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING
SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY MAY FILE
A COPY OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF
THE CONSENT OF THE OTHER PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

            THE COMPANY AND THE OWNER OF THIS NOTE AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS NOTE SHALL BE TRIED AND LITIGATED
ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SAN FRANCISCO,
STATE OF CALIFORNIA. THE COMPANY AND THE OWNER OF THIS NOTE WAIVES, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO

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VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE HEREWITH.

            (f) All payments made by the Company in respect of principal of, and
interest on, this Note will be made without set-off, counterclaim or other
defense. The Company shall pay on all demand stamp, documentary and other
similar duties and taxes, if any, to which this Note from time to time may be
subject or give rise.

            (g) The Company may not assign any of its rights or delegate any of
its obligations under this Note (or any part thereof) without the prior written
consent of the Majority Owners.

            (h) The Company hereby waives diligence, presentment, protest,
demand, and notice of every kind other than notices expressly provided herein or
by the Purchase Agreement or required by applicable law and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.

                            [signature page follows]

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            IN WITNESS WHEREOF, the undersigned has executed this Note effective
as of the date first above written.

                                    PLANETOUT INC.
                                    A Delaware corporation

                                    By: /s/ Jeffrey T. Soukup
                                        ----------------------------------------
                                    Title: Chief Financial Officer & Secretary