Amended And Restated 2000 Stock Incentive Plan - BAM! Entertainment Inc.


                            AMENDED AND RESTATED
                            BAM! ENTERTAINMENT, INC.
                            2000 STOCK INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Stock Incentive Plan 
are to attract and retain the best available personnel, to 
provide additional incentive to Employees, Directors and 
Consultants and to promote the success of the Company's business.

2. Definitions. As used herein, the following definitions 
shall apply:

(a) "Administrator" means the Board or any of the 
Committees appointed to administer the Plan.

(b) "Applicable Laws" means the legal requirements 
relating to the administration of stock incentive plans,
if any, under applicable provisions of federal and 
state securities laws, the corporate laws of California 
and, to the extent other than California, the corporate 
law of the state of the Company's incorporation, the 
Code, the rules of any applicable stock exchange or
national market system, and the rules of any foreign jurisdiction 
applicable to Awards granted to residents therein.

(c) "Award" means the grant of an Option, Restricted 
Stock or other right or benefit under the Plan.

(d) "Award Agreement" means the written agreement 
evidencing the grant of an Award executed by the 
Company and the Grantee, including any amendments thereto.

(e) "Board" means the Board of Directors of the Company.