EXHIBIT 4.3
-----------
THIRD AMENDMENT TO THE
1996 STOCK PLAN OF
ATTORNEYS.COM, INC.
I. Section 4 is hereby deleted and replaced with the following:
4. Common Stock.
------------
The Common Stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock, no par value, or shares of Common
Stock reacquired by the Company in any manner, including purchase,
forfeiture or otherwise. The aggregate number of shares of Common Stock
which may be issued pursuant to the Plan is 2,000,000 subject to
adjustment as provided in Section 14. Any such shares may be issued as
ISOs, Non-Qualified Options or Awards, or to persons or entities making
Purchases, so long as the number of shares so issued does not exceed
the limitations in this Section. If any Stock Rights granted under the
Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in
whole or in part, or if the Company shall reacquire any unvested shares
issued pursuant to Awards or Purchases, the unpurchased shares subject
to such Stock Rights and any unvested shares so reacquired by the
Company shall again be available for grants of Stock Rights under the
Plan.
Page E-2
