Exhibit 10.29

                          KAIRE HOLDINGS INCORPORATED

                         1999 STOCK COMPENSATION PLAN


     1.   Purpose of the Amendment to the Plan. The purpose of the 1999 Stock
Compensation Plan ("Plan") of Kaire Holdings Incorporated, a Delaware
corporation, ("Company") is to provide the Company with a means of compensating
selected key employees (including officers) and directors of and consultants to
the Company and its subsidiaries for their services rendered in connection with,
1) Company name change, 2) stock reverse split and 3) Company symbol change,
with shares of Common Stock of the Company.

     2.   Administration of the Plan. The Amendment to the Plan shall be
administered by the Company's Board of Directors (the "Board").

          2.1  Award or Sales of shares. The Company's Board shall (a) select
those key employees (including officers), directors and consultants to whom
shares of the Company's Common Stock shall be awarded or sold, and (b) determine
the number of shares to be awarded or sold; the time or times at which shares
shall be awarded or sold; whether the shares to be awarded or sold will be
registered with the Securities and Exchange Commission; and such conditions,
rights of repurchase, rights of first refusal or other transfer restrictions as
the Board may determine. Each award or sale of shares under the Amendment to the
Plan may or may not be evidenced by a written agreement between the Company and
the persons to whom shares of the Company's Common Stock are awarded or sold.

          2.2  Consideration for Shares.  Shares of the Company's Common Stock
to be awarded or sold under the Amendment to the Plan shall be issued for such
consideration, having a value not less than par value thereof, as shall be
determined from time to time by the Board in its sole discretion.

          2.3  Board Procedures.  The Board from time to time may adopt such
rules and regulations for carrying out the purposes of the Amendment to the Plan
as it may deem proper and in the best interests of the Company.  The Board shall
keep minutes of its meetings and records of its actions.  A majority of the
members of the Board shall constitute a quorum for the transaction of any
business by the Board.  The Board may act at any time by an affirmative vote of
a majority of those members voting.  Such vote shall be taken at a meeting
(which may be conducted in person or by any telecommunication medium) or by
written consent of Board members without a meeting.

          2.4  Finality of Board Action.  The Board shall resolve all questions
arising under the Plan.  Each determination, interpretation, or other action
made or taken by the Board shall be final and conclusive and binding on all
persons, including, without limitation, the Company, its stockholders, the Board
and each of the members of the Board.


          2.5  Non-Liability of Board Members.  No Board member shall be liable
for any action or determination made by him in good faith with respect to the
Plan or any shares of the Company's Common Stock sold or awarded under it.

          2.6  Board Power to amend, Suspend, or Terminate the Amendment to the
Plan.  The Board may, from time to time, make such changes in or additions to
the Plan as it may deem proper and in the best interests of the Company and its
Stockholders.  The Board may also suspend or terminate the Plan at any time,
without notice, and in its sole discretion.

     3.   Shares Subject to the Amendment to the Plan. For purposes of the Plan,
the Board of Directors is authorized to sell or award up to 3,500,000 shares
and/or options of the Company's Common Stock. $.001 par value per share ("Common
Stock").

     4.   Participants. All key employees (including officers) and directors of
and consultants to the Company and any of its subsidiaries (sometimes referred
to herein as ("participants") are eligible to participate in the Plan. A copy of
this Plan shall be delivered to all participants, together with a copy of any
Board resolutions authorizing the issuance of the shares and establishing the
terms and conditions, if any, relating to the sale or award of such shares.

     5.   Rights and Obligations of Participants. The award or sale of shares of
Common stock shall be conditioned upon the participant providing to the Board a
written representation that, at the time of such award or sale, it is the intent
of such person(s) to acquire the shares for investment only and not with a view
toward distribution. The certificate for unregistered shares issued for
investment shall be restricted by the Company as to transfer unless the Company
receives an opinion of counsel satisfactory to the Company to the effect that
such restriction is not necessary under the pertaining law. The providing of
such representation and such restriction on transfer shall not, however, be
required upon any person's receipt of shares of Common Stock under the Amendment
to the Plan in the event that, at the time of award or sale, the shares shall be
(i) covered by an effective and current registration statement under the
Securities Act of 1933, as amended, and (ii) either qualified or exempt from
qualification under applicable state securities laws. The Company shall,
however, under no circumstances be required to sell or issue any shares under
the Amendment to the Plan if, in the opinion of the Board, (i) the issuance of
such shares would constitute a violation by the participant or the Company of
any applicable law or regulation of any governmental authority, or (ii) the
consent or approval of any governmental body is necessary or desirable as a
condition of, or in connection with, the issuance of such shares.

     6.   Payment of Shares.

          (a) The entire purchase price of shares issued under the Plan shall be
payable in lawful money of the United States of America at the time when such
shares are purchased, except as provided in subsection (b) below.

          (b) At the discretion of the Board, Shares may be issued under the
Plan in consideration of services rendered; provided, however, that any issuance
of shares under the Plan shall be in compliance with Section 152 of the Delaware
General Corporation Law, as amended.


     7.   Adjustments. If the outstanding Common Stock shall be hereafter
increased or decreased, or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, reorganization, merger,
consolidation, share exchange, or other business combination in which the
Company is the surviving parent corporation, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock or rights to
acquire capital stock, appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Amendment to the Plan.

     8.   Tax Withholding. As a condition to the purchase or award of shares,
the participant shall make such arrangements as the Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase or award.

     9.   Terms of the Plan.

          9.1 Effective Date. The Amendment to the Plan shall become effective
on January 1, 1999.

          9.2  Termination Date. The Plan shall terminate at Midnight on
December 31, 2001, and no shares shall be awarded or sold after that time. The
Plan may be suspended or terminated at any earlier time by the Board within the
limitations set forth in Section 2.6.

     10.  Non-Exclusivity of the Plan. Nothing contained in the Plan is intended
to amend, modify, or rescind any previously approved compensation plans,
programs or options entered into by the Company. This Plan shall be construed to
be in addition to and independent of any and all such other arrangements. The
adoption of the Amendment to the Plan by the Board shall not be construed as
creating any limitations on the power of authority of the Board to adopt, with
or without stockholder approval, such additional or other compensation
arrangements as the Board may from time to time deem desirable.

     11.  Governing Law. The Plan and all rights and obligations under it shall
be construed and enforced in accordance with the laws of the state of Delaware.