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                                                                    Exhibit 10.1

                             EQUITY MARKETING, INC.
                             2000 STOCK OPTION PLAN
                 (AMENDED AND RESTATED AS OF FEBRUARY 24, 2003)

         1. PURPOSE. The purpose of the Equity Marketing, Inc. 2000 Stock Option
Plan (the "Plan") is to enable Equity Marketing, Inc., a Delaware corporation
(the "Company"), and its stockholders to secure the benefits of common stock
ownership by key personnel of the Company and its subsidiaries. The Board of
Directors of the Company (the "Board") believes that the granting under the Plan
of (1) options ("Options") to purchase shares of the common stock of the
Company, $.001 par value per share (the "Common Stock"), (2) shares of Common
Stock issued pursuant to section 9(a) below that are subject to restrictions on
ownership ("Restricted Stock"), (3) restricted stock units granted pursuant to
section 9(b) below that are subject to restrictions on ownership ("Restricted
Stock Units"), or (4) shares of Common Stock issued pursuant to section 10 below
as a bonus or in lieu of other obligations of the Company ("Bonus Grants" and
collectively with awards of Options, Restricted Stock or Restricted Stock Units,
"Awards"), will foster the Company's ability to attract, retain and motivate
those individuals who will be largely responsible for the profitability and
long-term future growth of the Company.

         2. STOCK SUBJECT TO THE PLAN. The Company may issue and sell a total of
1,500,000 shares of its Common Stock pursuant to the Plan. Such shares may be
either authorized and unissued or held by the Company in its treasury. In the
event that a Participant pays part or all of the exercise price of an Option or
the purchase price of Restricted Stock in the form of Common Stock, only the net
additional shares issued (i.e., the number of shares issued in excess of the
number of shares surrendered) will be taken into account for purposes of the
limitation set forth above. Upon the expiration or termination of an outstanding
Option which shall not have been exercised in full, the shares of Common Stock
remaining unissued under the Option shall again become available for use under
the Plan. Upon the forfeiture of shares of Restricted Stock, the forfeited
shares of Common Stock shall again become available for use under the Plan. Upon
forfeiture of outstanding Restricted Stock Units, the shares of Common Stock
remaining unissued under such Restricted Stock Units shall again become
available for use under the Plan.

         3. ADMINISTRATION. The Plan will be administered by the Board, or at
the discretion of the Board, a committee (the "Committee") consisting of at
least two directors appointed by and serving at the pleasure of the Board. If
the Plan is administered by the Board, references in the Plan to the "Committee"
shall mean the "Board". Subject to the provisions of the Plan, the Committee,
acting in its sole and absolute discretion, will have full power and authority
to grant Awards under the Plan, to interpret the provisions of the Plan, to fix
and interpret the provisions of agreements regarding Awards made under the Plan,
to supervise the administration of the Plan, and to take such other action as
may be necessary or desirable in order to carry out the provisions of the Plan.
A majority of the members of the Committee will constitute a quorum. The
Committee may act (1) by the vote of a majority of its members present in person
or by telephone at a meeting at which there is a quorum or (2) by unanimous
written consent. The decision of the Committee as to any disputed question,
including questions of construction, interpretation and administration,

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will be final and conclusive on all persons. The Committee will keep a record of
its proceedings and acts and will keep or cause to be kept such books and
records as may be necessary in connection with the proper administration of the
Plan.

         4. ELIGIBILITY. Awards may be granted under the Plan to present or
future key employees of the Company or a subsidiary of the Company (a
"Subsidiary") within the meaning of Section 424(f) of the Internal Revenue Code
of 1986 (the "Code"), and to consultants to the Company or a Subsidiary who are
not employees. Awards may also be granted to directors of the Company who are
not employees of the Company and/or a Subsidiary. Subject to the provisions of
the Plan, the Committee may from time to time select the persons to whom Awards
will be granted (a "Participant"), and will fix the number of shares covered by
each such Award and establish the terms and conditions thereof (including,
without limitation, (1) the exercise price of an Option, (2) restrictions on
grant, vesting or exercisability of Awards, as well as on the disposition of the
shares of Common Stock issued upon exercise or vesting of Awards, and (3)
whether or not an Option is to be treated as an incentive stock option within
the meaning of Section 422 of the Code (an "Incentive Stock Option")). Incentive
Stock Options may only be granted to employees.

         5. TERMS AND CONDITIONS OF OPTIONS. Each Option granted under the Plan
will be evidenced by a written agreement in a form approved by the Committee.
Each such Option will be subject to the terms and conditions set forth in this
section 5 and such additional terms and conditions not inconsistent with the
Plan as the Committee deems appropriate. No person may receive Options to
purchase more than 250,000 shares of Common Stock under the Plan in a single
calendar year.

            (A) OPTION EXERCISE PRICE. In the case of an Option which is not
treated as an Incentive Stock Option, the exercise price per share may not be
less than the par value of a share of Common Stock on the date the Option is
granted; and, in the case of an Incentive Stock Option, the exercise price per
share may not be less than 100% of the fair market value of a share of Common
Stock on the date the Option is granted (110% in the case of an Participant who,
at the time the Option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or a
Subsidiary, determined using the constructive ownership rules contained in
Section 424(d) of the Code (a "ten percent stockholder")). For purposes hereof,
the fair market value of a share of Common Stock on any date will be equal to
the closing sale price per share as published by a national securities exchange
on which shares of the Common Stock are traded on such date or, if there is no
sale of Common Stock on such date, the average of the bid and asked prices on
such exchange at the closing of trading on such date or, if shares of the Common
Stock are not listed on a national securities exchange on such date, the closing
price or, if none, the average of the bid and asked prices in the over the
counter market at the close of trading on such date, or if the Common Stock is
not traded on a national securities exchange or the over the counter market, the
fair market value of a share of the Common Stock on such date as determined in
good faith by the Committee. Except in the case of Substitute Options (as
defined in Section 17), the aggregate fair market value (determined as of the
date of grant) of the number of shares of Common Stock with respect to which

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Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year shall not exceed $100,000. To the extent that a
Participant's Options exceed that limit, they will be treated as not being
Incentive Stock Options (but all of the other provisions of the Option shall
remain applicable), with the first Options that were granted to the Participant
to be treated as Incentive Stock Options.

            (B) OPTION PERIOD. The period during which an Option may be
exercised will be fixed by the Committee and will not exceed ten years from the
date the Option is granted (five years in the case of an Incentive Stock Option
granted to a "ten percent stockholder").

            (C) EXERCISE OF OPTIONS. The Committee will determine, and will set
forth in the Option agreement, any vesting or other restrictions on the
exercisability of an Option, subject to any earlier termination of the Option
required hereunder. Options shall only be exercised for whole number of shares.
All or part of the exercisable portion of an Option may be exercised at any time
during the Option period. An Option may be exercised by transmitting to the
Company (1) a written notice specifying the number of shares of Common Stock to
be purchased, and (2) payment of the exercise price, together with the amount,
if any, deemed necessary by the Committee to enable the Company to satisfy its
income tax withholding obligations with respect to such exercise (unless other
arrangements acceptable to the Company are made with respect to the satisfaction
of such withholding obligations). To the extent authorized by the Committee,
Participants may surrender previously acquired shares of Common Stock or have
shares withheld upon the exercise of an Option in satisfaction of the tax
withholding obligations. To the extent necessary to avoid adverse accounting
treatment, the number of shares that may be withheld for this purpose shall not
exceed the minimum number needed to satisfy the applicable income and employment
tax withholding rules.

            (D) PAYMENT OF EXERCISE PRICE. Options are exercised by payment of
the full amount of the purchase price to the Company. The payment shall be in
the form of cash or such other forms of consideration as the Committee shall
deem acceptable or such other methods of payment as the Committee shall deem
acceptable. If the payment is made by means of the surrender of Restricted
Stock, a number of shares issued upon the exercise of the Option equal to the
number of shares of Restricted Stock surrendered shall be subject to the same
restrictions as the Restricted Stock that was surrendered. The Committee may
also authorize the exercise of Options by the delivery to the Company or its
designated agent of an executed written notice of exercise form together with
irrevocable instructions to a broker-dealer to sell or margin a sufficient
portion of the shares of Common Stock and to deliver the sale or margin loan
proceeds directly to the Company to pay all or a portion of the exercise price
of the Option and/or any income tax withholding obligations.

            (E) RIGHTS AS A STOCKHOLDER. No shares of Common Stock will be
issued in respect of the exercise of an Option granted under the Plan until full
payment therefor has been made. The holder of an Option will have no rights as a
stockholder with respect to any shares covered by an Option until the date a
stock certificate for such shares is


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issued to him or her. Except as otherwise provided herein, no adjustments shall
be made for dividends or distributions of other rights for which the record date
is prior to the date such stock certificate is issued.

            (F) OTHER PROVISIONS. The Committee may impose such other conditions
with respect to the exercise of Options, including, without limitation, any
conditions relating to the application of federal or state securities laws, as
it may deem necessary or advisable.

            (G) PAPERLESS EXERCISE. In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the
exercise of Options, such as a system using an internet website or interactive
voice response, then the paperless exercise of Options by Participants may be
permitted through the use of such an automated system.

         6. CAPITAL CHANGES, REORGANIZATION, SALE.

            (A) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of a
stock split, stock dividend, recapitalization, merger, consolidation, split-up,
combination, exchange of shares, or similar change affecting Common Stock, the
Committee shall authorize such adjustments as it may deem appropriate with
respect to the following: (1) the number and/or kind of shares covered by each
outstanding Award; (2) the aggregate number and/or kind of shares for which
Awards may be granted under this Plan; and (3) the exercise price per share in
respect of each outstanding Option. The Committee may also make such adjustments
in the event of a spinoff (or other distribution) of Company assets to
stockholders, other than normal cash dividends. Except as set forth above in
this section 6(a), no issuance by the Company of shares of stock of any class,
or securities convertible into, or options or warrants to purchase shares of any
class of stock, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to any
Award.

            (B) CASH, STOCK OR OTHER PROPERTY FOR STOCK. In the event of an
Exchange Transaction (as defined below), (1) all Participants will be permitted
to exercise their outstanding Options in whole or in part (whether or not
otherwise exercisable) immediately prior to such Exchange Transaction, and any
outstanding Options which are not exercised before the Exchange Transaction will
thereupon terminate, and (2) all restrictions and conditions of all Awards of
Restricted Stock or Restricted Stock Units then outstanding shall be deemed
satisfied immediately prior to such Exchange Transaction.

            (C) DEFINITION OF EXCHANGE TRANSACTION. For purposes hereof, the
term "Exchange Transaction" means a sale of substantially all of the assets of
the Company, a liquidation or dissolution of the Company, or a merger,
consolidation or similar transaction in which the Company is not the Surviving
Corporation. The determination as to which party to a merger or consolidation is
the "Surviving Corporation" shall be made on the basis of the relative equity
interests of the stockholders in the corporation existing after the transaction,
as follows: if immediately following any


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merger or consolidation the holders of outstanding voting securities of the
Company immediately prior to the merger or consolidation own equity securities
possessing more than 50% of the voting power of the corporation existing
following the merger or consolidation, then for purposes of this Plan, the
Company shall be the Surviving Corporation. In all other cases, the Company
shall not be the Surviving Corporation. In making the determination of ownership
by the stockholders of a corporation immediately after the merger or
consolidation, equity securities which the stockholders owned immediately before
the merger or consolidation as stockholders of another party to the transaction
shall be disregarded. Further, for purposes of this section 6(c) only,
outstanding voting securities of a corporation shall be calculated by assuming
the conversion of all equity securities convertible (immediately or at some
future time) into shares entitled to vote.

            (D) FRACTIONAL SHARES. In the event of any adjustment in the number
of shares covered by any Option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be disregarded, and each
such Option will cover only the number of full shares resulting from the
adjustment.

         7. CANCELLATION OF GRANTS. Except as otherwise provided in the Award,
the Committee may cancel any unexpired, unpaid, or deferred Award at any time if
the Participant does not comply with all of the terms of the Award and the
following conditions.

            (A) A Participant shall not render services for any organization or
engage directly or indirectly in any business that, in the judgment of the Chief
Executive Officer of the Company or other senior officer designated by the
Committee, is or becomes competitive with the Company, or which organization or
business, or the rendering of services to such organization or business, is or
becomes otherwise prejudicial to or in conflict with the interests of the
Company. For Participants whose employment has terminated, the judgment of the
Chief Executive Officer shall be based on the Participant's position and
responsibilities while employed by the Company, the Participant's
post-employment responsibilities and position with the other organization or
business, the extent of past, current and potential competition or conflict
between the Company and the other organization or business, the effect on the
Company's customers, suppliers and competitors of the Participant assuming the
post-employment position and such other considerations as are deemed relevant
given the applicable facts and circumstances. A Participant who has Retired (as
defined below) shall be free, however, to purchase as an investment or
otherwise, stock or other securities of such organization or business so long as
they are listed upon a recognized securities exchange or traded
over-the-counter, and such investment does not represent a substantial
investment to the Participant or a greater than five percent (5%) equity
interest in the organization or business. For purposes hereof, the term
"Retired" means a Participant who ceases to be employed by or to perform
services for the Company or any Subsidiary for any reason where the Participant
had previously attained the age of fifty-five (55) and completed five (5) years
of service as determined in accordance with the terms of the Equity Marketing,
Inc. 401(k) Plan.

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            (B) A Participant shall not, without prior written authorization
from the Company, disclose to anyone outside the Company, or use in other than
the Company's business, any confidential information or material, as those terms
are used in the Company's Employee Patent and Confidence Agreement, relating to
the business of the Company, acquired by the Participant either during or after
employment with the Company.

            (C) A Participant, pursuant to the Company's Employee Patent and
Confidence Agreement, shall disclose promptly and assign to the Company all
right, title, and interest in any invention or idea, patentable or not, made or
conceived by the Participant during employment by the Company, relating in any
manner to the actual or anticipated business, research, or development work of
the Company and shall do anything reasonably necessary to enable the Company to
secure a patent where appropriate in the United States and in foreign countries.

            (D) Upon exercise, payment, or delivery pursuant to an Award, the
Participant shall certify on a form acceptable to the Committee that he or she
is in compliance with the terms and conditions of the Plan. Failure to comply
with the provisions of paragraph (a), (b) or (c) of this section 7 prior to, or
during the six (6) months after, any exercise, payment or delivery pursuant to
an Award may, at the Committee's discretion, cause such exercise, payment or
delivery to be rescinded. The Company shall notify the Participant in writing of
any such rescission within two (2) years after such exercise, payment or
delivery. Within ten (10) days after receiving such a notice from the Company,
the Participant shall pay to the Company the amount of any gain realized or
payment received as a result of the rescinded exercise, payment, or delivery
pursuant to an Award. Such payment shall be made either in cash or by returning
to the Company the number of shares of Common Stock that the Participant
received in connection with the rescinded exercise, payment, or delivery.

         8. AMENDMENT AND TERMINATION OF THE PLAN. The Board may at any time
amend or terminate the Plan. No amendment or termination may affect adversely
any outstanding Award without the written consent of the Participant. However,
if the amendment affects the class of individuals who are eligible to receive
Incentive Stock Options or the maximum number of shares of Common Stock that may
be issued under the Plan, then stockholder approval of the amendment must be
obtained within twelve months of the date on which the amendment was adopted.

         9. RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

            (a) The Committee may issue Awards of Restricted Stock upon such
terms and conditions as it may deem appropriate, which terms need not be
identical for all such Awards. Restricted Stock may be sold to Participants, or
it may be issued to Participants without the receipt of any consideration. If
the Participant is required to give any consideration, the payment shall be in
the form of cash or such other forms of consideration as the Committee shall
deem acceptable, such as the surrender of outstanding shares of Common Stock
owned by the Participant. A Participant shall not have a vested


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right to the Restricted Stock until the satisfaction of the vesting requirements
specified in the Award. A Participant may not assign or alienate his or her
interest in the shares of Restricted Stock prior to vesting. Otherwise, the
Participant shall have all of the rights of a stockholder of the Company with
respect to the Restricted Stock, including the right to vote the shares and to
receive any dividends. The following rules apply with respect to events that
occur prior to the date on which the Participant obtains a vested right to the
Restricted Stock: (1) stock dividends issued with respect to the shares covered
by an Award of Restricted Stock shall be treated as additional shares received
under the Award of Restricted Stock, and (2) cash dividends are taxable
compensation to the Participant that is deductible by the Company.

            (b) The Committee may issue Awards of Restricted Stock Units upon
such terms and conditions as it may deem appropriate, which terms need not be
identical for all such Awards. The Committee will specify continuous service
requirements that the Participant must satisfy before the Restricted Stock Units
will become wholly or partially vested. No Restricted Stock Unit grant will be
effective until the Participant and the Company each execute an agreement
setting out the conditions of the grant. Upon satisfying the specified
conditions, and any other applicable requirements, the Company will deliver to
the Participant the shares of Common Stock covered by the Restricted Stock
Units. If the Participant fails to satisfy the specified conditions within the
time specified or if the Participant's employment terminates before the
Participant has satisfied the conditions, subject to any provision to the
contrary in an Award agreement or in an applicable employment agreement between
the Participant and the Company or a Subsidiary, the Company will deliver to the
Holder the shares of Common Stock covered by the Restricted Stock Units that are
vested and the Participant will forfeit the Restricted Stock Units that are not
vested.

         10. BONUS GRANTS AND GRANTS IN LIEU OF COMPENSATION. The Committee is
authorized to grant shares of Common Stock as a bonus, or to grant shares of
Common Stock, Restricted Stock or Options in lieu of Company obligations to pay
cash or deliver other property under the Plan or under other plans or
compensatory arrangements of the Company. Such Bonus Grants shall be upon such
terms and conditions as the Committee may deem appropriate.

         11. NONTRANSFERABILITY OF AWARDS. Unless otherwise determined by the
Committee, no Option or grant of Restricted Stock shall be assignable or
transferable except upon the Participant's death to a beneficiary designated by
the Participant in accordance with procedures established by the Committee or,
if no designated beneficiary shall survive the Participant, pursuant to the
Participant's will or by the laws of descent and distribution. Unless otherwise
determined by the Committee, during a Participant's lifetime, Options may be
exercised only by the Participant or, in the event of the Participant's
disability (as defined in section 12 below), the Participant's guardian or legal
representative.

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         12. TERMINATION OF EMPLOYMENT OR OTHER SERVICE.

            (A) OPTIONS. Unless otherwise determined by the Committee, if a
Participant ceases to be employed by or to perform services for the Company or
any Subsidiary for any reason other than death, Disability (as defined below) or
Cause (as defined below), then each outstanding Option granted to him or her
under the Plan will terminate six months after the date of such termination of
employment or service. Notwithstanding the preceding sentence, an Incentive
Stock Option will terminate three months following the termination of the
Participant's employment for any reason. For this purpose, a Participant who is
on a leave of absence that exceeds ninety days will be considered to have
terminated employment on the ninety-first day of the leave of absence, unless
the Participant's rights to reemployment are guaranteed by statute or contract.
If a Participant's employment or service is terminated by reason of the
Participant's death or Disability (as defined below), then each outstanding
Option granted to the Participant under the Plan will terminate on the date one
year after the date of such termination of employment or service. For purposes
hereof, the term "Disability" means a determination to that effect under the
group long-term disability plan of the Company; provided, however, that in no
event will a Participant be considered to be disabled for purposes of this Plan
if, at the sole discretion of the Committee, the Participant's disability is a
result of intentionally self-inflicted injuries (while sane or insane), alcohol
or drug abuse, or a criminal act for which the Participant is convicted or to
which the Participant pleads guilty or nolo contendere. If a Participant's
employment or service is terminated by reason of Cause (as defined below), then
each outstanding Option granted to the Participant under the Plan will terminate
on the date of such termination of employment or service for Cause. For purposes
hereof, the term "Cause" means (1) "Cause" as defined in an individual
employment agreement between the Company and the Participant, if any, (2) in the
judgement of the Chief Executive Officer of the Company or the Board, the
Participant is negligent in the course of providing services to the Company, or
commits any act of personal dishonesty, fraud or breach of fiduciary duty or
trust, (3) conduct of a criminal nature that has or that may have an adverse
effect on the Company's reputation or standing in the community, or on its
continuing relationships with customers or those who purchase or use its
products or services, (4) any act or acts of personal conduct that, in the
judgement of the Chief Executive Officer of the Company or the Board, are in
violation of a Company policy or policies as set forth in the Employee Handbook
of the Company in effect at the time of the act or acts, (5) any act or acts by
the Participant in violation of specific directions of the Participant's
supervisor or the Chief Executive Officer of the Company or continued or
repeated failure by the Participant to perform duties assigned by such
supervisor or the Chief Executive Officer of the Company, or (6) any material
misrepresentation or omission regarding employment history, education or
experience made by the Participant in connection with their negotiations with
the Company to become an employee of the Company.

            (B) RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Unless otherwise
determined by the Committee, a Participant shall forfeit to the Company all
non-vested shares of Restricted Stock and all Restricted Stock Units upon
termination of such Participant's employment with the Company for any reason.

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            13. NO RIGHTS CONFERRED. Neither the adoption of this Plan nor the
granting of any Award shall affect or restrict in any way the power of the
Company to undertake any corporate action otherwise permitted under applicable
law or confer upon any Participant the right to continue performing services for
the Company or a Subsidiary, nor shall it interfere in any way with the right of
the Company or a Subsidiary to terminate the services of any Participant at any
time, with or without cause.

            14. GOVERNING LAW. The Plan and each Award granted thereunder shall
be governed by and construed in accordance with the laws of the State of
Delaware, without regard to the conflict of law provisions of any state.

            15. DECISIONS AND DETERMINATIONS OF COMMITTEE TO BE FINAL. Except to
the extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are
final and binding.

            16. TERM OF THE PLAN. The Plan shall be effective as of June 27,
2000, the date on which it was adopted by the Board. The Plan will terminate on
June 27, 2010, the date ten years after the date of adoption by the Board,
unless sooner terminated by the Board. The rights of Participants under Awards
outstanding at the time of the termination of the Plan shall not be affected
solely by reason of the termination and shall continue in accordance with the
terms of the Award (as then in effect or thereafter amended).

            17. SUBSTITUTE OPTIONS. In the event that the Company acquires
another entity by merger or otherwise, the Committee may authorize the issuance
of Options to the individuals performing services for the acquired entity in
substitution of stock options previously granted to those individuals in
connection with their performance of services for the acquired entity upon such
terms and conditions as the Committee shall determine ("Substitute Options").
The exercise price of such a Substitute Option shall be determined without
regard to the rules of section 5(a), but, in the case of a Substitute Option
that is intended to be an Incentive Stock Option, all of the terms of the
Substitute Option shall be determined in accordance with the rules of Code
Section 424(a).

(As Amended 2/24/03)

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