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                                                                     EXHIBIT 4.6

                               AMENDMENT NO. 2 TO
               1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN


        This Amendment No. 2 dated as of November 2, 2000 amends that certain
1996 Incentive and Non-Qualified Stock Option Plan (the "Plan") of Digital Lava
Inc., a Delaware corporation (the "Company"). Capitalized terms used herein
without definition have the meanings given to them in the Plan.

        1.      Section 2(d) of the Plan is hereby amended to read in its
entirety as follows:

                " "Committee" means the Board or the Committee appointed by the
                Board pursuant to Section 4(a), as applicable, responsible for
                conducting the general administration of the Plan in accordance
                with Section 4 hereof; provided, however, that in the case of
                the administration of the Plan with respect to Options granted
                to Independent Directors, the term "Committee" shall refer to
                the Board."

        2.      The following definition is hereby added to Section 2 of the
Plan:

                "(v) "Independent Director" means a member of the Board who is
                not an Employee of the Company."

        3.      The following sentence is hereby added to the end of Section
4(a) of the Plan:

                "Notwithstanding the foregoing, the full Board, acting by a
                majority of its members in office, shall conduct the general
                administration of the Plan with respect to Options granted to
                Independent Directors."

        4.      The following sentence is hereby added to the end of Section
5(a) of the Plan:

                "Independent Directors shall only be eligible to be granted
                Options at the times and in the manner set forth in Section 8(c)
                hereof."

        5.      The first sentence of Section 7(a) is hereby amended to read in
its entirety as follows:

                "Exercise Price. Except as provided in Section 8(d), the per
                Share exercise price for the Shares to be issued pursuant to
                exercise of an Option shall be determined by the Committee as
                follows:"

        6.      The first sentence of Section 8(b)(i) is hereby amended to read
in its entirety as follows:

                "Procedure for Exercise; Rights as a Stockholder. Except as
                provided in Section 8(d), any Option granted under this Plan
                shall be exercisable at such times and under such conditions as
                determined by the Committee, including



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                performance criteria with respect to the Company and/or the
                Optionee, and as shall otherwise be permissible under the terms
                of this Plan."

        7.      Section 8 of the Plan is hereby amended to add the following
                subsections:

                "(c) Granting of Options to Independent Directors. During the
                term of the Plan, a person who is initially elected to the Board
                following the Company's initial public offering and who is an
                Independent Director at the time of such initial election,
                automatically shall be granted (i) a Nonstatutory Stock Option
                to purchase thirty thousand (30,000) shares of Common Stock
                (subject to adjustment as provided in Section 10) on the date of
                such initial election, as applicable (each, an "Initial Option")
                and (ii) a Nonstatutory Stock Option to purchase ten thousand
                (10,000) shares of Common Stock (subject to adjustment as
                provided in Section 10) on the date of each annual meeting of
                stockholders after the date of the Board's adoption of the Plan
                at which the Independent Director is reelected to the Board,
                provided the Independent Director has served on the Board for at
                least ninety (90) days as of the date of such annual meeting (a
                "Subsequent Option"). Members of the Board who are Employees of
                the Company who subsequently retire from the Company and remain
                on the Board will not receive an Initial Option pursuant to
                clause (i) of the preceding sentence, but to the extent that
                they are otherwise eligible, will receive, after retirement from
                employment with the Company, Subsequent Options as described in
                clause (ii) of the preceding sentence.

                (d) Terms of Options Granted to Independent Directors. The per
                Share price of each Option granted to an Independent Director
                shall equal 100% of the Fair Market Value of a share of Common
                Stock on the date the Option is granted. Each Initial Option
                shall be exercisable in three (3) cumulative installments as
                follows: the first installment shall consist of 1/3 of the
                Shares subject to the Initial Option and shall be exercisable on
                the date of grant of the Initial Option, the second installment
                shall consist of 1/3 of the Shares subject to the Initial Option
                and shall become exercisable on the first yearly anniversary of
                the date of Initial Option grant, and the third installment
                shall consist of 1/3 of the Shares subject to the Initial Option
                and shall become exercisable on the second yearly anniversary of
                the date of Initial Option grant, such that each Initial Option
                shall be one hundred percent (100%) exercisable on the second
                anniversary of its date of grant. Each Subsequent Option shall
                be exercisable in four (4) cumulative installments as follows:
                the first installment shall consist of 1/4 of the Shares subject
                to the Subsequent Option and shall be exercisable on the first
                yearly anniversary of the date of grant of the Subsequent
                Option, the second installment shall consist of 1/4 of the
                Shares subject to the Subsequent Option and shall become
                exercisable on the second yearly anniversary of the date of
                Subsequent Option grant, the third installment shall consist of
                1/4 of the Shares subject to the Subsequent Option and shall
                become exercisable on the third yearly anniversary of the date
                of Subsequent Option grant, and the fourth installment shall
                consist of



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1/4 of the Shares subject to the Subsequent Option and shall become exercisable
on the fourth yearly anniversary of the date of Subsequent Option grant, such
that each Subsequent Option shall be one hundred percent (100%) exercisable on
the fourth anniversary of the date of Subsequent Option grant. Subject to
Section 8(b)(iii), the term of each Option granted to an Independent Director
shall be ten (10) years from the date the Option is granted. No portion of an
Option which is unexercisable at the time of an Independent Director's
termination of membership on the Board shall thereafter become exercisable."

        8.      This Amendment shall be and is hereby incorporated in and forms
a part of the Plan.

        9.      All other terms and provisions of the Plan shall remain
unchanged except as specifically modified herein.

        10.     The Plan, as amended by this Amendment, is hereby ratified and
confirmed.

        11.     This Amendment shall be interpreted and enforced under the
internal laws of the State of Delaware without regard to conflicts of laws
thereof.




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