EXHIBIT 4.03
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                                  DSL.NET, INC.

            AMENDED AND RESTATED 2001 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. PURPOSE.
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           The purpose of the Amended and Restated 2001 Stock Option and
Incentive Plan (the "Plan") is to secure for DSL.net, Inc., (the "Company"), its
parent (if any) and any subsidiaries of the Company (collectively the "Related
Corporations") the benefits arising from capital stock ownership by those
employees, directors, officers and consultants of the Company and any Related
Corporations who will be responsible for the Company's future growth and
continued success.

           The Plan will provide a means whereby (a) employees of the Company
and any Related Corporations may purchase stock in the Company pursuant to
options which qualify as "incentive stock options" ("Incentive Stock Options")
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
(b) directors, employees and consultants of the Company and any Related
Corporations may purchase stock in the Company pursuant to options granted
hereunder which do not qualify as Incentive Stock Options ("Non-Qualified
Options"); (c) directors, employees and consultants of the Company and any
Related Corporations may be awarded stock in the Company ("Awards"); (d)
directors, employees and consultants of the Company and any Related Corporations
may receive stock appreciation rights ("SARs"); and (e) directors, employees and
consultants of the Company and any Related Corporations may make direct
purchases of stock in the Company ("Purchases"). Both Incentive Stock Options
and Non-Qualified Options are referred to hereafter individually as an "Option"
and collectively as "Options." As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation" as those
terms are defined in Section 424 of the Code. Options, Awards, SARs and
Purchases are referred to hereafter individually as a "Plan Benefit" and
collectively as "Plan Benefits." Directors, employees and consultants of the
Company and any Related Corporations are referred to herein as "Participants."

SECTION 2. ADMINISTRATION.
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     2.1 BOARD OF DIRECTORS AND THE COMMITTEE. The Plan will be administered by
the Board of Directors of the Company whose construction and interpretation of
the terms and provisions hereof shall be final and conclusive. Any director to
whom a Plan Benefit is awarded shall be ineligible to vote upon his or her Plan
Benefit, but Plan Benefits may be granted any such director by a vote of the
remainder of the directors, except as limited below. The Board of Directors may
in its sole discretion grant Options, issue shares upon exercise of such
Options, grant Awards, grant SARs and approve Purchases, all as provided in the
Plan. The Board of

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Directors shall have authority, subject to the express provisions of the Plan,
to construe the Plan and its related agreements, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions of the respective Option, Award, SAR and Purchase agreements, which
need not be identical, and to make all other determinations in the judgment of
the Board of Directors necessary or desirable for the administration of the
Plan. The Board of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement in the
manner and to the extent it shall deem expedient to carry the Plan into effect
and it shall be the sole and final judge of such expediency. No director shall
be liable for any action or determination made in good faith. The Board of
Directors may delegate to the President or Chief Executive Officer of the
Company the power to grant options to non-officers in accordance with written
guidelines approved by the Board of Directors. In addition, the Board of
Directors may delegate any or all of its powers under the Plan to a Compensation
Committee or other Committee (the "Committee") appointed by the Board of
Directors consisting of at least two members of the Board of Directors. If the
Company has a class of stock registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), then members of the
Committee shall at all times be: (i) "outside directors" as such term is defined
in Treas. Reg. ss. 1.162-27(e)(3) (or any successor regulation); and (ii)
"non-employee directors" within the meaning of Rule 16b-3 (or any successor
rule) under the Exchange Act, as such terms are interpreted from time to time;
provided, however that if the members of the Committee do not meet the
requirements set forth in (ii) above, then all decisions and acts of the
Committee shall be subject to and effective upon the approval of the Board of
Directors. If a Committee meeting the requirements of (i) and (ii) above is so
appointed, all references to the Board of Directors herein shall mean and relate
to such Committee, unless the context otherwise requires; provided, however,
that if a Committee is appointed that does not meet the requirements of (i) and
(ii) above, then all decisions and acts of the Committee shall be subject to and
effective upon the approval of the Board of Directors.

     2.2 Compliance with Section 162(m) of the Code. Section 162(m) of the Code,
added by the Omnibus Budget Reconciliation Act of 1993, generally limits the tax
deductibility to publicly held companies of compensation in excess of $1,000,000
paid to certain "covered employees" ("Covered Employees"). If the Company is
subject to Section 162(m) of the Code, it is the Company's intention to preserve
the deductibility of such compensation to the extent it is reasonably
practicable and to the extent it is consistent with the Company's compensation
objectives. For purposes of this Plan, Covered Employees of the Company shall be
those employees of the Company described in Section 162(m)(3) of the Code.

SECTION 3. ELIGIBILITY.
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     3.1 INCENTIVE STOCK OPTIONS. Participants who are employees shall be
eligible to receive Incentive Stock Options pursuant to the Plan; provided that
no person shall be granted any Incentive Stock Option under the Plan who, at the
time such Option is granted, owns, directly or indirectly, Common Stock of the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its Related Corporations, unless the
requirements of Section 6.6(b) hereof are satisfied. In determining whether this
10%

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threshold has been reached, the stock attribution rules of Section 424(d) of the
Code shall apply. Directors who are not regular employees are not eligible to
receive Incentive Stock Options.

     3.2 NON-QUALIFIED OPTIONS, AWARDS, SARS AND PURCHASES. Non-Qualified
Options, Awards, SARs and authorizations to make Purchases may be granted to any
Participant.

     3.3 GENERALLY. The Board of Directors may take into consideration a
Participant's individual circumstances in determining whether to grant an
Incentive Stock Option, a Non-Qualified Option, an Award or an SAR or to approve
a Purchase. Granting of any Option, Award or SAR or approval of any Purchase for
any individual shall neither entitle that individual to, nor disqualify that
individual from, participation in any other grant of Plan Benefits.

SECTION 4. STOCK SUBJECT TO PLAN.
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           Subject to adjustment as provided in Sections 10 and 11 hereof, the
stock to be offered under the Plan shall consist of shares of the Company's
Common Stock, par value $.0005 per share, and the maximum number of shares of
stock which will be reserved for issuance, and in respect of which Plan Benefits
may be granted pursuant to the provisions of the Plan, shall not exceed in the
aggregate 20,000,000 shares. Such shares may be authorized and unissued shares
or may be treasury shares. If an Option or SAR granted hereunder shall expire or
terminate for any reason without having been exercised in full, or if the
Company shall reacquire any unvested shares issued pursuant to Awards or
Purchases, the unpurchased shares subject thereto and any unvested shares so
reacquired shall again be available for subsequent grants of Plan Benefits under
the Plan. Stock issued pursuant to the Plan may be subject to such restrictions
on transfer, repurchase rights or other restrictions as shall be determined by
the Board of Directors.

SECTION 5. GRANTING OF OPTIONS, AWARDS AND SARS AND APPROVALS OF PURCHASES.
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           Options, Awards and SARs may be granted and Purchases may be approved
under the Plan at any time on or after November 28, 2001 and prior to November
28, 2011; provided, however, that prior to the date the Plan is first approved
by the Company's stockholders (i) no Incentive Stock Options shall be granted
pursuant to the Plan and (ii) no Plan Benefits shall be granted to a director or
an officer of the Company or any Related Corporations, unless with respect to
such grant to an officer, such grant is an inducement essential to such person's
entering into one or more employment agreements with the Company or any Related
Corporations as a new employee. The date of grant of an Option, Award or SAR or
approval of a Purchase under the Plan will be the date specified by the Board of
Directors at the time the Board of Directors grants such Option, Award or SAR or
approves such Purchase; provided, however, that such date shall not be prior to
the date on which the Board of Directors takes such action. The Board of
Directors shall have the right, with the consent of a Participant, to convert an
Incentive Stock Option granted under the Plan to a Non-Qualified Option pursuant
to Section 6.7. Plan Benefits may be granted alone or in addition to other
grants under the Plan.

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SECTION 6. SPECIAL PROVISIONS APPLICABLE TO OPTIONS AND SARS.
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           6.1 PURCHASE PRICE AND SHARES SUBJECT TO OPTIONS AND SARS.

                     (a) The purchase price per share of stock deliverable upon
           the exercise of an Option shall be determined by the Board of
           Directors, provided, however, that, in the case of an Incentive Stock
           Option, the exercise price shall not be less than 100% of the fair
           market value of such stock on the day the option is granted (except
           as modified in Section 6.6(b) hereof). The Board of Directors may
           delegate to the Chief Executive Officer of the Company the power to
           determine the exercise price of an option in accordance with written
           guidelines approved by the Board of Directors.

                     (b) Options granted under the Plan may provide for the
           payment of the exercise price by delivery of (i) cash or a check
           payable to the order of the Company in an amount equal to the
           exercise price of such Options, (ii) shares of Common Stock of the
           Company owned by the Participant having a fair market value equal in
           amount to the exercise price of the Options being exercised, or (iii)
           any combination of (i) and (ii). The fair market value of any shares
           of the Company's Common Stock which may be delivered upon exercise of
           an Option shall be determined by the Board of Directors. The Board of
           Directors may also permit Participants, either on a selective or
           aggregate basis, to simultaneously exercise Options and sell the
           shares of Common Stock thereby acquired, either to the Company or
           pursuant to a brokerage or similar arrangement, approved in advance
           by the Board of Directors, and to use the proceeds from such sale as
           payment of the purchase price of such shares.

                     (c) If, at the time an Option is granted under the Plan,
           the Company's Common Stock is publicly traded, "fair market value"
           shall be determined as of the last business day for which the prices
           or quotes discussed in this sentence are available prior to the date
           such Option is granted (the "Determination Date") and shall mean (i)
           the average (on the Determination Date) of the high and low prices of
           the Common Stock on the principal national securities exchange on
           which the Common Stock is traded, if such Common Stock is then traded
           on a national securities exchange; (ii) the last reported sale price
           (on the Determination Date) of the Common Stock on the Nasdaq Stock
           Market if the Common Stock is not then traded on a national
           securities exchange; or (iii) the closing bid price (or average of
           bid prices) last quoted (on the Determination Date) by an established
           quotation service for over-the-counter securities, if the Common
           Stock is not reported on the Nasdaq Stock Market. However, if the
           Common Stock is not publicly traded at the time an Option is granted
           under the Plan, "fair market value" shall be deemed to be the fair
           value of the Common Stock as determined by the Board of Directors
           after taking into consideration all factors which it deems
           appropriate, including, without limitation, recent sale and offer
           prices of the Common Stock in private transactions negotiated at
           arm's length.

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                     (d) If the Company is subject to Section 162(m) of the
           Code, the maximum number of shares with respect to which Options or
           SARs may be granted to any employee, including any cancellations or
           repricings which may occur, shall be limited to 3,000,000 shares in
           any calendar year.

           6.2 DURATION OF OPTIONS AND SARS. Subject to Section 6.6(b) hereof,
each Option and SAR and all rights thereunder shall be expressed to expire on
such date as the Board of Directors may determine, but in no event later than
ten years from the day on which the Option or SAR is granted and shall be
subject to earlier termination as provided herein.

           6.3 EXERCISE OF OPTIONS AND SARS.

                     (a) Subject to Section 6.6(b) hereof, each Option and SAR
           granted under the Plan shall be exercisable at such time or times and
           during such period as shall be set forth in the instrument evidencing
           such Option or SAR. To the extent that an Option or SAR is not
           exercised by a Participant when it becomes initially exercisable, it
           shall not expire but shall be carried forward and shall be
           exercisable, on a cumulative basis, until the expiration of the
           exercise period. No partial exercise may be for less than ten (10)
           full shares of Common Stock (or its equivalent).

                     (b) The Board of Directors shall have the right to
           accelerate the date of exercise of any installments of any Option or
           SAR; provided that the Board of Directors shall not accelerate the
           exercise date of any installment of any Option granted to a
           Participant as an Incentive Stock Option (and not previously
           converted into a Non-Qualified Option pursuant to Section 6.7) if
           such acceleration would violate the annual vesting limitation
           contained in Section 422(d)(1) of the Code, which provides generally
           that the aggregate fair market value (determined at the time the
           Option is granted) of the stock with respect to which Incentive Stock
           Options granted to any Participant are exercisable for the first time
           by such Participant during any calendar year (under all plans of the
           Company and any Related Corporations) shall not exceed $100,000. To
           the extent the aggregate fair market value of the stock with respect
           to which Incentive Stock Options granted to any Participant are
           exercisable for the first time by such Participant during any
           calendar year (under all plans of the Company and any Related
           Corporations) exceeds $100,000, such Options shall be treated as
           Non-Qualified Options.

           6.4 NONTRANSFERABILITY OF OPTIONS AND SARS.

           No Option or SAR granted under the Plan shall be assignable or
transferable by the Participant, either voluntarily or by operation of law,
except by will or the laws of descent and distribution or, with respect to
Non-Qualified Options and SARs, pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security Act
("ERISA") or the rules promulgated thereunder or unless the Participant's
non-qualified stock option agreement granting such options (the "Non-Qualified
Stock Option Agreement") or the Participant's SAR agreement granting such SARs
(the "SAR Agreement") provides otherwise. Unless otherwise provided by the
Non-Qualified Stock Option Agreement

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or the SAR Agreement, during the life of the Participant, the Option or SAR
shall be exercisable only by him or her. If any Participant should attempt to
dispose of or encumber his or her Options or SARs, other than in accordance with
the applicable terms of a Non-Qualified Stock Option Agreement or SAR Agreement,
his or her interest in such Options or SARs shall terminate.

           6.5 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.

                     (a) Except as provided in any applicable option agreement,
           if a Participant ceases to be employed by the Company or a Related
           Corporation for any reason, including retirement but other than
           death, any Option or SAR granted to such Participant under the Plan
           shall immediately terminate; provided, however, that any portion of
           such Option or SAR which was otherwise exercisable on the date of
           termination of the Participant's employment may be exercised within
           the three-month period following the date on which the Participant
           ceased to be so employed, but in no event after the expiration of the
           exercise period. Any such exercise may be made only to the extent of
           the number of shares subject to the Option or SAR which were
           purchasable on the date of such termination of employment. If the
           Participant dies during such three-month period, the Option or SAR
           shall be exercisable by the Participant's personal representatives,
           heirs or legatees to the same extent and during the same period that
           the Participant could have exercised the Option or SAR on the date of
           his or her death.

                     (b) If the Participant dies while an employee of the
           Company or any Related Corporation, any Option or SAR granted to such
           Participant under the Plan shall be exercisable by the Participant's
           personal representatives, heirs or legatees, for the purchase of that
           number of shares and to the same extent that the Participant could
           have exercised the Option or SAR on the date of his or her death. The
           Option or SAR or any unexercised portion thereof shall terminate
           unless so exercised prior to the earlier of the expiration of six
           months from the date of such death or the expiration of the exercise
           period.

           6.6 DESIGNATION OF INCENTIVE STOCK OPTIONS; LIMITATIONS.

           Options granted under the Plan which are intended to be Incentive
Stock Options qualifying under Section 422 of the Code shall be designated as
Incentive Stock Options and shall be subject to the following additional terms
and conditions:

                     (a) Dollar Limitation. The aggregate fair market value
           (determined at the time the option is granted) of the Common Stock
           for which Incentive Stock Options are exercisable for the first time
           during any calendar year by any person under the Plan (and all other
           incentive stock option plans of the Company and any Related
           Corporations) shall not exceed $100,000. To the extent the aggregate
           fair market value of the Common Stock for which Incentive Stock
           Options granted to any Participant are exercisable for the first time
           by such Participant during any calendar year (under all plans of the
           Company and any Related Corporations) exceeds $100,000, such Options
           shall be treated as Non-

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           Qualified Options. In the event that Section 422(d)(1) of the Code is
           amended to alter the limitation set forth therein so that following
           such amendment such limitation shall differ from the limitation set
           forth in this Section 6.6(a), the limitation of this Section 6.6(a)
           shall be automatically adjusted accordingly.

                     (b) 10% Stockholder. If any employee to whom an Incentive
           Stock Option is to granted pursuant to the provisions of the Plan is
           on the date of grant the owner of stock possessing more than 10% of
           the total combined voting power of all classes of stock of the
           Company or any Related Corporations, then the following special
           provisions shall be applicable to the Incentive Stock Option granted
           to such individual:

                               (i) The option price per share of the Common
                     Stock subject to such Incentive Stock Option shall not be
                     less than 110% of the fair market value of one share of
                     Common Stock on the date of grant; and

                               (ii) The option exercise period shall not exceed
                     five years from the date of grant.

           In determining whether the 10% threshold has been reached, the stock
           attribution rules of Section 424(d) of the Code shall apply.

                     (c) Except as modified by the preceding provisions of this
           Section 6.6, all of the provisions of the Plan shall be applicable to
           Incentive Stock Options granted hereunder.

           6.7 CONVERSION OF INCENTIVE STOCK OPTIONS INTO NON-QUALIFIED OPTIONS;
TERMINATION OF INCENTIVE STOCK OPTIONS. The Board of Directors, at the written
request of any Participant, may in its discretion take such actions as may be
necessary to convert such Participant's Incentive Stock Options (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such Incentive Stock Options, regardless of whether the
Participant is an employee of the Company or a Related Corporation at the time
of such conversion. Such actions may include, but not be limited to, extending
the exercise period or reducing the exercise price of the appropriate
installments of such Options. At the time of such conversion, the Board of
Directors (with the consent of the Participant) may impose such conditions on
the exercise of the resulting Non-Qualified Options as the Board of Directors in
its discretion may determine, provided that such conditions shall not be
inconsistent with the Plan. Nothing in the Plan shall be deemed to give any
Participant the right to have such Participant's Incentive Stock Options
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Board of Directors takes appropriate action. The Board of
Directors, with the consent of the Participant, may also terminate any portion
of any Incentive Stock Option that has not been exercised at the time of such
termination.

           6.8 STOCK APPRECIATION RIGHTS. A SAR is the right to receive, without
payment, an amount equal to the excess, if any, of the fair market value of a
share of Common Stock on the

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date of exercise over the grant price, which amount will be multiplied by the
number of shares with respect to which the SARs shall have been exercised. The
grant of SARs under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the express terms of the Plan, as the Board of Directors shall
deem desirable:

                     (a) Grant. SARs may be granted in tandem with, in addition
           to or completely independent of any Plan Benefit.

                     (b) Grant Price. The grant price of a SAR may be the fair
           market value of a share of Common Stock on the date of grant or such
           other price as the Board of Directors may determine.

                     (c) Exercise. A SAR may be exercised by a Participant in
           accordance with procedures established by the Board of Directors or
           as otherwise provided in any agreement evidencing any SARs. The Board
           of Directors may provide that an SAR shall be automatically exercised
           on one or more specified dates.

                     (d) Form of Payment. Payment upon exercise of an SAR may be
           made in cash, in shares of Common Stock or any combination thereof,
           as the Board of Directors shall determine.

                     (e) Fair Market Value. Fair market value shall be
           determined in accordance with Section 6.1(c) with the "Determination
           Date" being determined by reference to the date of grant or the date
           of exercise of an SAR, as applicable.

           6.9 RIGHTS AS A STOCKHOLDER.

           The holder of an Option or SAR shall have no rights as a stockholder
with respect to any shares covered by the Option or SAR until the date of issue
of a stock certificate to him or her for such shares. Except as otherwise
expressly provided in the Plan, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date such stock
certificate is issued.

           6.10 SPECIAL PROVISIONS APPLICABLE TO NON-QUALIFIED OPTIONS AND SARS
GRANTED TO COVERED EMPLOYEES.

           If the Company is subject to Section 162(m) of the Code, in order for
the full value of Non-Qualified Options or SARs granted to Covered Employees to
be deductible by the Company for federal income tax purposes, the Company may
intend for such Non-Qualified Options or SARs to be treated as "qualified
performance-based compensation" as described in Treas. Reg. ss.1.162-27(e) (or
any successor regulation). In such case, Non-Qualified Options or SARs granted
to Covered Employees shall be subject to the following additional requirements:

                     (a) such options and rights shall be granted only by the
           Committee; and

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                     (b) the exercise price of such Options and the grant price
           of such SARs granted shall in no event be less than the fair market
           value of the Common Stock as of the date of grant of such Options or
           SARs.

SECTION 7. SPECIAL PROVISIONS APPLICABLE TO AWARDS
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           7.1 GRANTS OF AWARDS. The Board of Directors may grant a Participant
an Award subject to such terms and conditions as the Board of Directors deems
appropriate, including, without limitation, restrictions on the pledging, sale,
assignment, transfer or other disposition of such shares and the requirement
that the Participant forfeit all or a portion of such shares back to the Company
upon termination of employment.

           7.2 CONDITIONS.  Approvals of Awards may be subject to the followin
conditions:

                     (a) Each Participant receiving an Award shall enter into an
           agreement (a "Stock Restriction Agreement") with the Company, if
           required by the Board of Directors, in a form specified by the Board
           of Directors agreeing to such terms and conditions of the Award as
           the Board of Directors deems appropriate.

                     (b) Shares issued and transferred to a Participant pursuant
           to an Award may, if required by the Board of Directors, be deposited
           with the Treasurer or other officer of the Company designated by the
           Board of Directors to be held until the lapse of the restrictions
           upon such shares, and each Participant shall execute and deliver to
           the Company stock powers enabling the Company to exercise its rights
           hereunder.

                     (c) Certificates for shares issued pursuant to an Award
           shall, if the Company shall deem it advisable, bear a legend to the
           effect that they are issued subject to specified restrictions.

                     (d) Certificates representing the shares issued pursuant to
           an Award shall be registered in the name of the Participant and shall
           be owned by such Participant. Such Participant shall be the holder of
           record of such shares for all purposes, including voting and receipt
           of dividends paid with respect to such shares.

           7.3 NONTRANSFERABILITY. Shares issued pursuant to an Award may not be
sold, assigned, transferred, alienated, commuted, anticipated, or otherwise
disposed of (except, subject to the provisions of such Participant's Stock
Restriction Agreement, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA or the rules promulgated thereunder), or pledged or hypothecated as
collateral for a loan or as security for the performance of any obligation, or
be otherwise encumbered, and are not subject to attachment, garnishment,
execution or other legal or equitable process, prior to the lapse of
restrictions on such shares, and any attempt at action in contravention of this
Section shall be null and void. If any Participant should attempt to dispose

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of or encumber his or her shares issued pursuant to an Award prior to the lapse
of the restrictions imposed on such shares, his or her interest in such shares
shall terminate.

           7.4 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH ON AWARDS. If, prior
to the lapse of restrictions applicable to Awards, the Participant ceases to be
an employee of the Company or the Related Corporations for any reason, Awards to
such Participant, as to which restrictions have not lapsed, shall be forfeited
to the Company, effective on the date of the Participant's termination of
employment. The Board of Directors shall have the sole power, consistent with
applicable laws, to decide in each case to what extent leaves of absence shall
be deemed a termination of employment.

SECTION 8. SPECIAL PROVISIONS APPLICABLE TO PURCHASES.
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           All approvals of Purchases which provide that the Company has a right
to repurchase the shares subject to such Purchase (the "Restricted Shares")
shall be subject to the terms and conditions set forth in the related agreement
(the "Stock Purchase Restriction Agreement") approved by the Board of Directors,
and shall be subject to the other terms and conditions of this Section 8.

           8.1 CONDITIONS. All approvals of Purchases shall be subject to the
following conditions:

                     (a) Prior to the issuance and transfer of Restricted
           Shares, the Participant shall pay to the Company the purchase price
           (the "Purchase Price") of the Restricted Shares in cash or in such
           other manner as shall be as approved by the Board of Directors.

                     (b) Restricted Shares issued and transferred to a
           Participant may, if required by the Board of Directors, be deposited
           with the Treasurer or other officer of the Company designated by the
           Board of Directors to be held until the lapse of the restrictions
           upon such Restricted Shares, and each Participant shall execute and
           deliver to the Company stock powers enabling the Company to exercise
           its rights hereunder.

                     (c) Certificates for Restricted Shares shall, if the
           Company shall deem it advisable, bear a legend to the effect that
           they are issued subject to specified restrictions.

                     (d) Certificates representing the Restricted Shares shall
           be registered in the name of the Participant and shall be owned by
           such Participant. Such Participant shall be the holder of record of
           such Restricted Shares for all purposes, including voting and receipt
           of dividends paid with respect to such Restricted Shares.

           8.2 NONTRANSFERABILITY. A Participant's Restricted Shares may not be
sold, assigned, transferred, alienated, commuted, or otherwise disposed of
(except, subject to the provisions of such Participant's Stock Purchase
Restriction Agreement, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title

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I of ERISA or the rules promulgated thereunder), or pledged or hypothecated as
collateral for a loan or as security for the performance of any obligation, or
be otherwise encumbered, and are not subject to attachment, garnishment,
execution or other legal or equitable process, prior to the lapse of
restrictions on such Restricted Shares, and any attempt at action in
contravention of this Section shall be null and void. If any Participant should
attempt to dispose of or encumber his or her Restricted Shares prior to the
lapse of the restrictions imposed on such Restricted Shares, his or her interest
in the Restricted Shares awarded to him or her shall terminate.

SECTION 9. REQUIREMENTS OF LAW.
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           9.1 VIOLATIONS OF LAW. No shares shall be issued and delivered upon
exercise of any Option or the making of any Award or Purchase or the payment of
any SAR unless and until, in the opinion of counsel for the Company, any
applicable registration requirements of the Securities Act of l933, as amended,
any applicable listing requirements of any national securities exchange on which
stock of the same class is then listed, and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery, shall
have been fully complied with. Each Participant may, by accepting Plan Benefits,
be required to represent and agree in writing, for himself or herself and for
his or her transferees by will or the laws of descent and distribution, that the
stock acquired by him, her or them is being acquired for investment. The
requirement for any such representation may be waived at any time by the Board
of Directors.

           9.2 COMPLIANCE WITH RULE 16B-3. If the Company has a class of stock
registered pursuant to Section 12 of the Exchange Act, the intent of this Plan
is to qualify for the exemption provided by Rule 16b-3 under the Exchange Act.
To the extent any provision of the Plan does not comply with the requirements of
Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and
deemed advisable by the Board of Directors and shall not affect the validity of
the Plan. In the event Rule 16b-3 is revised or replaced, the Board of Directors
may exercise discretion to modify this Plan in any respect necessary to satisfy
the requirements of the revised exemption or its replacement.

SECTION 10. RECAPITALIZATION.
-----------------------------

           In the event that dividends are payable in Common Stock of the
Company or in the event there are splits, sub-divisions or combinations of
shares of Common Stock of the Company, the number of shares available under the
Plan shall be increased or decreased proportionately, as the case may be, and
the number of shares deliverable upon the exercise thereafter of any Option
previously granted shall be increased or decreased proportionately, as the case
may be, without change in the aggregate purchase price, and the number of shares
to which granted SARs relate shall be increased or decreased proportionately, as
the case may be, and the grant price of such SARs shall be decreased or
increased proportionately, as the case may be.

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<PAGE>

SECTION 11. REORGANIZATION.
---------------------------

           (a) In case the Company is merged or consolidated with another
corporation and the Company is not the surviving corporation, or, in case the
property or stock of the Company is acquired by any other corporation, or in
case of a reorganization or liquidation of the Company, the Board of Directors
of the Company, or the board of directors of any corporation assuming the
obligations of the Company hereunder, shall, as to outstanding Plan Benefits,
either (i) make appropriate provision for the protection of any such outstanding
Plan Benefits by the substitution on an equitable basis of appropriate stock of
the Company or of the merged, consolidated or otherwise reorganized corporation
which will be issuable in respect of the shares of Common Stock of the Company,
provided only that the excess of the aggregate fair market value of the shares
subject to the Plan Benefits immediately after such substitution over the
purchase price thereof is not more than the excess of the aggregate fair market
value of the shares subject to such Plan Benefits immediately before such
substitution over the purchase price thereof, (ii) upon written notice to the
Participants, provide that all unexercised Plan Benefits must be exercised
within a specified number of days of the date of such notice or such Plan
Benefits will be terminated, or (iii) upon written notice to the Participants,
provide that the Company or the merged, consolidated or otherwise reorganized
corporation shall have the right, upon the effective date of any such merger,
consolidation, sale of assets or reorganization, to purchase all Plan Benefits
held by each Participant and unexercised as of that date at an amount equal to
the aggregate fair market value on such date of the shares subject to the Plan
Benefits held by such Participant over the aggregate purchase price therefor,
such amount to be paid in cash or, if stock of the merged, consolidated or
otherwise reorganized corporation is issuable in respect of the shares of the
Common Stock of the Company, then, in the discretion of the Board of Directors,
in stock of such merged, consolidated or otherwise reorganized corporation equal
in fair market value to the aforesaid amount. In any such case the Board of
Directors shall, in good faith, determine fair market value and may, in its
discretion, advance the lapse of any waiting or installment periods and exercise
dates.

           (b) Notwithstanding anything herein to the contrary, in the event
that following or in connection with a Change-in-Control (as defined below), a
Participant's employment with, or service as a director or consultant of, the
Company is (i) terminated by the Company for any reason other than Cause (as
defined below), or (ii) terminated by the Participant for Good Reason (as
defined below), any portion of a Participant's Plan Benefit which would
otherwise vest or become exercisable solely with the passage of time and the
Participant's continued employment with or service as a director or consultant
of the Company, shall immediately vest and become fully exercisable and all
rights relevant to such Plan Benefit shall accrue immediately to such
Participant, unless otherwise explicitly provided in the applicable Award
agreement. The term "Cause" shall mean (i) habitual intoxication, (ii) illegal
drug use or addiction, (iii) conviction of a felony (or plea of guilty or nolo
contendere), (iv) material failure or inability to perform one's agreements,
duties or obligations as an employee, director or consultant, other than from
illness or injury, and (v) willful misconduct or negligence in the performance
of one's agreements, duties or obligations as an employee, director or
consultant. The term "Change-in-Control" shall mean: (i) any sale, lease,
exchange or other transfer (in one transaction or series of transactions) of all
or substantially all of the assets of the Company; (ii) individuals who, as of
the date hereof, constitute the entire Board of Directors of the Company (the
"Incumbent Directors") cease for

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<PAGE>

any reason to constitute at least a majority of the Board of Directors, provided
that any individual becoming a director subsequent to the date hereof whose
election or nomination for election was approved by a vote of at least a
majority of the then Incumbent Directors shall be, for the purposes of this
provision, considered as though such individual were an Incumbent Director;
(iii) any consolidation or merger of the Company with any other entity
(including, without limitation, a triangular merger) where the stockholders of
the Company immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, beneficially own, directly or
indirectly, shares representing fifty percent (50%) of the combined voting power
of all of the outstanding securities of the entity issuing cash or securities in
the consolidation or merger (or its ultimate parent corporation, if any); (iv) a
person, including a "person" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company or
an employee benefit plan sponsored by the Company, becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing forty percent (40%) or more of the total
voting power represented by the Company's then outstanding voting securities,
except for a person who was a beneficial owner of forty percent (40%) or more of
the total voting power of the Company's outstanding voting securities on April
29, 1999; or (v) the Board of Directors of the Company, by a vote of a majority
of all the Directors, adopts a resolution to the effect that a
"Change-in-Control" has occurred for purposes of this Agreement. The term "Good
Reason" shall mean that (i) the Participant's compensation has been materially
reduced, (ii) the Participant's position, duties or responsibilities have been
materially changed, (iii) the Participant, if an employee of the Company, has
been required to move his or her principal residence because his primary place
of employment is moved to a location greater than thirty (30) miles away from
its then current location, (iv) the Company has not paid to the Participant when
due any salary, bonus or other material benefit due to him or her, or (v) there
exists a breach by the Company of any material term or provision of any
employment agreement between it and the Participant, provided, however, that, in
any such event, the Participant shall notify the Company of such event and give
it fifteen (15) days to remedy the situation before terminating his or her
employment.

SECTION 12. NO SPECIAL EMPLOYMENT RIGHTS.
-----------------------------------------

           Nothing contained in the Plan or in any Plan Benefit documentation
shall confer upon any Participant receiving a grant of any Plan Benefit any
right with respect to the continuation of his or her employment by the Company
(or any Related Corporation) or interfere in any way with the right of the
Company (or any Related Corporation), subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of any Plan Benefit. Whether an authorized
leave of absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Board of Directors.

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<PAGE>

SECTION 13. AMENDMENT OF THE PLAN.
----------------------------------

           The Board of Directors may at any time and from time to time modify
or amend the Plan in any respect. The termination or any modification or
amendment of the Plan shall not, without the consent of a recipient of any Plan
Benefit, affect his or her rights under any Plan Benefit previously granted.
With the consent of the affected Participant, the Board of Directors may amend
outstanding agreements relating to any Plan Benefit, in a manner not
inconsistent with the Plan. The Board of Directors hereby reserves the right to
amend or modify the terms and provisions of the Plan and of any outstanding
Options to the extent necessary to qualify any or all Options under the Plan for
such favorable federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded incentive stock options under Section 422 of the
Code, provided, however, that the consent of an optionee is required if such
amendment or modification would cause unfavorable income tax treatment for such
optionee.

SECTION 14. WITHHOLDING.
------------------------

           The Company's obligation to deliver shares of stock upon the exercise
of any Option or the granting of an Award or to make payment upon any exercise
of any SAR or making of a Purchase shall be subject to the satisfaction by the
Participant of all applicable federal, state and local income and employment tax
withholding requirements.

SECTION 15. EFFECTIVE DATE AND DURATION OF THE PLAN.
----------------------------------------------------

           15.1 EFFECTIVE DATE. This Plan, which amends and restates the 2001
Stock Option and Incentive Plan approved by the Board of Directors on November
28, 2001, became effective on November 28, 2001. Subject to the limitations set
forth in Section 5, Options may be granted under the Plan at any time on or
after the effective date and before the date fixed herein for termination of the
Plan.

           15.2 DURATION. Unless sooner terminated in accordance with Section l1
hereof, the Plan shall terminate upon the earlier of (i) November 28, 2011 or
(ii) the date on which all shares available for issuance under the Plan shall
have been issued pursuant to any Awards or Purchases or the exercise or
cancellation of Options and SARs granted hereunder. If the date of termination
is determined under (i) above, then Plan Benefits outstanding on such date shall
continue to have force and effect in accordance with the provisions of the
instruments evidencing such Plan Benefits.

SECTION 16. GOVERNING LAW.
--------------------------

           The Plan and all actions taken thereunder shall be governed by the
laws of the State of Connecticut.

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