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EXHIBIT 4.3.2
AMENDMENT NO. 3
TO
K2 DESIGN, INC.
1997 STOCK INCENTIVE PLAN
Section 4.1 of the K2 Design, Inc. 1997 Stock Incentive Plan (the
"Plan") is hereby amended and restated in its entirety to read as follows:
"4.1 Number of Shares. Subject to the provisions of this
Article IV, the maximum number of shares of Common Stock with respect
to which Awards may be granted during the term of the Plan shall be
1,700,000 shares. Shares of Common Stock will be made available from
the authorized but unissued shares of the Company. The shares of Common
Stock subject to (i) any Award granted under the Plan that shall
expire, terminate or be annulled for any reason without having been
exercised (or considered to have been exercised as provided in Section
7) and (ii) any Award of Restricted Shares that shall be forfeited
prior to becoming vested (provided that the holder received no benefits
of ownership of such Restricted Shares other than voting rights and the
accumulation of Retained Distributions and unpaid Dividend Equivalents
that are likewise forfeited), shall again be available for purpose of
the Plan."
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