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                                                                Exhibit 10.39.04


                   FOURTH AMENDMENT TO STOCK OPTION AGREEMENT

         THIS FOURTH AMENDMENT TO STOCK OPTION AGREEMENT ("Fourth Amendment") is
made as of the 31st day of July, 2000 by and between eUniverse, Inc., a Nevada
corporation (the "Company") and Charles Beilman, an individual residing in
Wallingford, Connecticut ("Beilman").

                                    RECITALS:

         1. The Company and Beilman have executed that certain Stock Option
Agreement dated as of the 26th day of January, 2000 (the "Stock Option
Agreement") as amended by the First, Second and Third Amendments to Stock Option
Agreement dated March 31, 2000, May 31, 2000 and June 16, 2000 respectively.

         2. As of the date of this Fourth Amendment, the Company and/or its
designee has exercised the right to purchase, as reflected in that certain Stock
Purchase Agreement by and between the Company (or its assignee) and Beilman
dated as of the 16th day of June, 2000, 100,000 of the 2,425,000 shares
originally optioned under the Stock Option Agreement, resulting in 2,325,000
Company shares still beneficially owned by Beilman.

         3. The parties desire to amend the Stock Option Agreement as set forth
below.

                                   AGREEMENT:
         In consideration of the covenants and agreements contained in the Stock
Option Agreement and this Fourth Amendment, and other good and value
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

1.       AMENDMENTS TO STOCK OPTION AGREEMENT. The Stock Option Agreement
is hereby amended as follows:

         A. By amending Section 1.1 thereof to provide for the Option to
purchase two million three hundred twenty-five thousand (2,325,000) shares of
the common stock of the Company, $.001 par value (the "Common Stock")
beneficially owned by Beilman.

         B. By deleting Section 1.2(a) thereof and inserting in lieu thereof the
following:

         "(a) The Option may be exercised from time to time by the Company for
all, or less than all, of the Shares of the Common Stock subject to this Option
at any time during the period beginning with the date of this Agreement and
ending November 1, 2000 (the "Option Period"). In the event, however, the
Company and/or its designee fail(s) to purchase at least 500,000 of the Shares
on or before September 1, 2000, then Beilman shall

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have the right to sell up to 170,000 of the Shares on the open market during the
Option Period; provided, however, the Company retains the right to purchase any
unsold amount of the 170,000 salable shares at any time during the Option Period
and upon the terms contained in the Stock Option Agreement."

         C. By deleting Section 1.2(c) thereof and inserting in lieu thereof the
following:

         "(c) The exercise price (the "Exercise Price") at which the Shares may
be purchased upon the exercise of the Option shall be $1.675 per Share purchased
on or before September 1, 2000 and $1.85 per Share purchased thereafter."

         D. By deleting Section 1.3 thereof and inserting in lieu thereof the
following:

         "1.3 RESIGNATION OF BEILMAN. At such time as Beilman owns less than one
million (1,000,000) Shares OR upon purchase by the Company and/or its designee
of five hundred thousand (500,000) of the Shares on or before September 1, 2000,
(i) Beilman shall immediately resign as a member of the Board of Directors of
the Company; and (ii) Beilman shall immediately resign as an employee of the
Company and terminate that certain Employment Agreement by and between
CD Universe, Inc. and Charles Beilman dated as of October 1, 1998, without
liability to any party to this Agreement."

2.       MISCELLANEOUS.

         A. All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Stock Option Agreement.

         B. Except as otherwise provided herein, the terms and conditions of the
Stock Option Agreement shall remain in full force and effect. Nothing herein
shall be construed to abrogate the aforementioned Stock Purchase Agreement or
the Escrow Agreement by and between the Company, Beilman and Martin, Gasparrini
& Chioffi, LLP dated as of June 16, 2000.

         IN WITNESS WHEREOF, the parties have executed or have caused their duly
authorized representatives to execute this Agreement the day and year first
above written.

/s/ BRAD GREENSPAN                          /s/ CHARLES BEILMAN
---------------------------                 --------------------------------
eUNIVERSE, INC.                             CHARLES BEILMAN
by: Brad Greenspan                          32 Cooke Road
Its   Chairman                              Wallingford, CT  06492
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