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                                                                   Exhibit 10.11

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                                 KOZMO.COM, INC.



                        1999 INCENTIVE STOCK OPTION PLAN



                                  (AS AMENDED AND RESTATED AS OF MARCH 16, 2000)


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                KOZMO.COM, INC. 1999 INCENTIVE STOCK OPTION PLAN
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                  (as amended and restated as of March 6, 2000)

                  1. ESTABLISHMENT AND PURPOSE OF THE PLAN.

                  (a) ESTABLISHMENT. Kozmo.com, Inc. (the "Company"), a Delaware
corporation, hereby establishes a stock option plan to be named the Kozmo.com,
Inc. 1999 Incentive Stock Option Plan (the "Plan"). The Plan is separate from,
and does not replace, the Kozmo.com, Inc. 1999 Stock Option Plan. All options
granted pursuant to this Plan on or after the effective date of this Plan shall
be governed by the terms and conditions of this Plan.

                  (b) PURPOSE. The purpose of this Plan is to authorize the
grant to directors, officers, key employees, advisors and others affiliated with
the Company of options ("options") to purchase shares of common stock of the
Company, par value $.001 (the "Common Stock"), and thus benefit the Company by
giving such persons a greater personal interest in the success of the enterprise
and an added incentive to continue and advance in their service to the Company.

                  (c) GRANT OF OPTIONS. The date of grant of an option under the
Plan will be the date on which the option is awarded by the Board or the
Committee, unless a later date is specified by Board or the Committee at the
time of the award; PROVIDED, HOWEVER, that in the case of an incentive stock
option, the date of grant shall be no earlier than the date as of which the
optionee becomes an employee of the Company or one of its subsidiaries. Options
which may be granted under this Plan include options intended to qualify as
"incentive stock options" under Sections 422 of the Internal Revenue Code of
1986, as amended, and non-qualified stock options.

                  (d) NO EVIDENCE OF EMPLOYMENT OR SERVICE. Nothing contained in
the Plan or in any option agreement shall confer upon any optionee any right
with respect to the continuation of his or her employment by or service with the
Company or any of its subsidiaries or interfere in any way with the right of the
Company or any such subsidiary (subject to the terms of any separate agreement
to the contrary) at any time to terminate such employment or service or to
increase or decrease the compensation of the optionee from the rate in existence
at the time of the grant of an option.

                  2. ADMINISTRATION.

                  (a) SELECTION OF PARTICIPANTS AND AMOUNT OF AWARDS; POWERS OF
THE COMMITTEE. The Plan shall be administered by the Board of Directors or by a
compensation committee (the "Committee") to be appointed from time to time by
the Board of Directors of the Company (the "Board"); PROVIDED, HOWEVER, that, so
long as it shall be required to comply with Rule 16b-3 ("Rule 16b-3")
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934 (the "1934 Act") in order to permit officers and
directors of the Company to be exempt from the provisions of Section 16(b) of
the 1934 Act with respect to transactions pursuant to
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the Plan, each of such persons, at the effective date of his or her appointment
to the Committee, shall be a "disinterested person" within the meaning of Rule
16b-3. Members of the Committee, or if the Plan is administered by the Board, a
majority of the Board, shall not be eligible to receive stock options granted
under the Plan. The Committee shall select one of its members as its chairman
and shall hold its meetings at such times and places as it deems appropriate. A
majority of its members shall constitute a quorum and all determinations of the
Committee shall be made by a majority of its members. Any decision or
determination that is reduced to writing and signed by a majority of the members
shall be fully as effective as if made by a majority vote at a meeting duly
called and held. The Board or Committee shall have authority, subject to the
terms of the Plan, to determine: (i) the persons eligible to receive options
hereunder, (ii) the number of shares for which options are granted, (iii) the
option price, (iv) whether an option shall be a non-qualified option or an
incentive stock option, (v) the time when the options may be granted and
exercised, (vi) the vesting schedule for the options, and (vii) the terms and
provisions of the agreements by which options shall be evidenced. The Committee
shall have full power and authority to construe, interpret and administer the
Plan and may from time to time adopt such rules and regulations for carrying out
this Plan as it may deem proper and in the best interests of the Company. The
interpretation of any provisions of this Plan by the Committee shall be final,
conclusive, and binding upon all persons and the Board of Directors shall place
into effect the determinations of the Committee.

                  (b) LIABILITY; INDEMNIFICATION. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to administration of this Plan. Each member of the Board and the
Committee shall be indemnified by the Company, pursuant to the Company's bylaws,
for any expenses, judgments or other costs incurred as a result of any claim or
action brought involving such member claiming any rights or remedies arising out
of such member's participation in administration of this Plan.

                  3. SHARES SUBJECT TO THE PLAN.

                  (a) GENERAL. Subject to adjustments made pursuant to Section
11 (relating to adjustments upon changes in capital structure and other
corporate transactions), the aggregate number of shares of the Company's Common
Stock for which options may be awarded under the Plan shall be 11,613,546 shares
of Common Stock. The shares of Common Stock pursuant to which options are
granted under this Plan may be shares of Common Stock previously issued and
acquired or reacquired, as the case may be, by the Company (or, if applicable at
any future time, any of its subsidiaries or other entities in common control
with the Company at any time), or authorized but unissued shares of Common Stock
maintained in the Company's treasury, as the Board or Committee from time to
time may determine.

                  (b) EFFECT OF EXPIRED OPTIONS. In the event that any options
granted hereunder expire or terminate for any reason, such a corresponding
number of shares of Common Stock shall again be available for options under the
Plan. The Company shall not, upon the exercise of any option,


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be required to issue or deliver any shares of Common Stock prior to the
completion of such registration or other qualification of such shares under any
state or federal law, rule or regulation as the Company shall determine to be
necessary or advisable.

                  4. ELIGIBILITY.

                  (a) Any key employee of the Company, and any non-employee
providing services to the Company (as a director, agent, consultant, advisor,
professional or otherwise), in the discretion of the Board of Directors, shall
be eligible to be granted options hereunder (any such employees granted options
pursuant to this Plan as well as any such non-employees are referred to herein
as "optionee" or "Plan Participants"). The Committee may determine (in its sole
discretion) that any person who would otherwise be eligible to be granted
options hereunder shall, nonetheless, be ineligible to receive any option under
this Plan, for any reason or for no reason.

                  (b) Unless otherwise determined by the Board or the Committee,
non-qualified stock options shall be granted only to directors, advisors,
officers and key employees of the Company and incentive stock options shall be
granted only to key employees. Employees of the Company shall be eligible to
receive options under the Plan only upon the completion of one continuous year
of employment with the Company, unless otherwise determined to be eligible by
the Board. Directors and officers of the Company shall be eligible to receive
options under the Plan only after serving on the Board or as officers for one
continuous year, unless otherwise determined to be eligible by the Board or
Committee.

                  5. OPTION PRICE. Unless otherwise determined by the Board or
the Committee, the purchase price per share of Common Stock under each
non-qualified option will be the book value of such Common Stock on the date of
grant as determined in accordance with generally accepted accounting principles.
Qualified incentive stock options may be granted at an option price per share
not less than 100% of the fair market value of a share on the date of grant. No
option may have a term greater than 10 years. Qualified incentive stock options
granted to persons who own more than 10 percent of the Company's stock have
option prices not less than 110% of the fair market value of the stock on the
date of grant and may have terms no longer than 5 years. In no event shall the
purchase price per share of Common Stock under any option be less than the par
value of a share of Common Stock.

                  6. PERIOD OF OPTION AND RIGHTS TO EXERCISE. Subject to the
provisions of this Section and Sections 9 and 10 hereof, an option shall be
exercisable as follows:

                  (a) Unless otherwise determined by the Board or the Committee,
25% of an option shall become exercisable upon and after twelve (12) months
following the date of grant. Thereafter, 1/36 of the remaining 75% of such
option shall vest following each subsequent month period, on the last day of the
month, until the entire option is vested.


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                  (b) The right to exercise an option shall expire on the
expiration date specified in the agreement evidencing the option, which in no
event shall be later than ten years from the date the option was granted.

                  (c) No shares shall be delivered pursuant to any exercise of
an option until the requirements of such laws and regulations as may be deemed
by the Board or Committee to be applicable are satisfied and until payment of
the option price is received by the Company. Such payment shall be made as
specified in the agreement evidencing the option, which may provide for payment
in cash or other manner approved by the Board or the Committee. Except as
provided in Sections 9 and 10 hereof, no option may be exercised unless the
optionee is then in the service of the Company and shall have continuously been
in the service of the Company since the grant of the option.

                  7. RESTRICTIONS UPON SALE OF STOCK. If an optionee purchases
Common Stock of the Corporation pursuant to the exercise of an option granted
under this Plan, such optionee shall not sell, transfer or otherwise dispose of
such Common Stock without the prior written consent of the Company prior to the
date upon which the Company first offers its Common Stock for sale in a public
offering registered under the Securities Act of 1933, as amended.

                  8. TRANSFERABILITY OF OPTIONS. An option granted under the
Plan may not be transferred except by will or the laws of descent or
distribution, and such option shall be exercisable, during the lifetime of the
optionee, only by the optionee.

                  9. TERMINATION OF SERVICES. Except as specifically provided in
an award agreement or employment agreement applicable to an optionee:

                  (a) In the event that employment of an optionee by, or
affiliation with, the Company is terminated for any reason other than death, a
fully-vested option granted hereunder shall be exercisable by the optionee at
any time prior to the expiration date of the option or within ninety days after
the date of such termination, whichever is earlier, but only to the extent the
optionee had the right to exercise such option at the date of such termination;
PROVIDED, HOWEVER, that any optionee who is terminated for cause (which, except
as otherwise defined in an applicable award or employment agreement, shall mean
willful neglect of duties or malfeasance in respect of the Company, its
properties, assets, business or employees) shall lose the right to exercise any
option granted under this Plan as of the date of notice of such termination.
Notwithstanding the foregoing, if in the judgment of the Board or Committee an
optionee shall cease to perform services for the Company as a result of a
disability, the optionee may exercise an option within one year after the date
of cessation of services, but in no event after the expiration date specified in
the agreement evidencing the option, if and to the extent that the optionee was
entitled to exercise the option at the time of cessation of services.


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                  (b) If an optionee does not exercise any outstanding option
which was exercisable upon the date of cessation of services to the Company
within the foregoing ninety-day or one-year periods following such cessation,
the option shall thereupon expire.

                  10. DEATH OF OPTIONEE. In the event of the death of an
optionee while in the employ or affiliated with the Company or within the period
of sixty (60) days next succeeding the optionee's cessation of services, the
option will be exercisable by the person or persons to whom such optionee's
rights pass by will or by the laws of descent and distribution at any time prior
to the expiration date of the option or within six months after the date of such
death, whichever is earlier, but only to the extent the optionee had the right
to exercise such option on the date of death.

                  11. ADJUSTMENT IN SHARES SUBJECT TO PLAN. In the event that
the outstanding shares of Common Stock are subject to a stock split or changed
into or exchanged for a different number or kind of shares or other securities
of the Company or other corporation by reason of a merger, consolidation,
reorganization, recapitalization, reclassification, combination of shares or a
dividend payable in capital stock, or a similar corporate structural change,
then (i) the total number of shares of Common Stock subject to this Plan shall
be appropriately adjusted, (ii) the rights of Plan Participants shall be
appropriately adjusted as to the number of shares of Common Stock subject to the
option and/or as to the option price, and (iii) if the Company is involved in a
dissolution, liquidation, merger, or combination in which it is not the
surviving entity and the options outstanding hereunder are not assumed by the
surviving corporation or a parent thereof, then each outstanding option granted
hereunder shall terminate thirty (30) days after the effective date of such
dissolution, liquidation, merger or consolidation. Within said thirty (30) day
period, the optionee may exercise his option in whole or in part, to the extent
it shall not have previously been exercised. The granting of an option pursuant
to this Plan shall not affect in any way the right or power of the Company to
make adjustments, reorganizations, reclassifications, or changes of its capital
or business structure or to merge, consolidate, dissolve, liquidate, or sell or
transfer all or any part of its business or assets.

                  12. ACCELERATION UPON CHANGE IN CONTROL. In the event of a
Change in Control (as defined below), notwithstanding anything to the contrary
herein all options granted under the Plan shall be considered 100% vested and
nonforfeitable. For purposes of the foregoing, a "Change in Control" shall be
deemed to have occurred when:

                  (A) Any Person is or becomes the "beneficial owner" (as
         defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the
         "Exchange Act"), whether or not the Company is then subject to the
         terms of the Exchange Act), directly or indirectly, of securities of
         the Company representing fifty percent (50%) or more of the combined
         voting power of the Company's then-outstanding securities; or

                  (B) The individuals who were directors on the Effective Date,
         or any director whose appointment or election by the Board or
         nomination for election by the Company's


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         shareholders was approved or recommended by a vote of at least
         two-thirds (2/3) of the directors then in office, who either were
         directors as of the Effective Date or whose appointment, election or
         nomination for election was previously so approved or recommended
         (other than a director whose initial assumption of office is in
         connection with an actual or threatened election contest, including,
         but not limited to, a consent solicitation, relating to the election of
         directors of the Company) cease for any reason to constitute a majority
         of the directors then serving on the Company's board of directors; or

                  (C) There is consummated a merger or consolidation of the
         Company, other than (x) a merger or consolidation which would result in
         the voting securities of the Company outstanding immediately prior to
         such merger or consolidation continuing to represent (either by
         remaining outstanding or by being converted into voting securities of
         the surviving entity or any parent thereof), in combination with the
         ownership of any trustee or other fiduciary holding securities under an
         employee benefit plan of the Company or any subsidiary, at least sixty
         percent (60%) of the combined voting power of the securities of the
         Company or such surviving entity, or any parent thereof, outstanding
         immediately after such merger or consolidation, or (y) a merger or
         consolidation effected to implement a recapitalization of the Company
         (or similar transaction) in which no Person is or becomes the
         beneficial owner, directly or indirectly, of the Company's securities
         (excluding any securities acquired directly from the Company or its
         affiliates other than in connection with the acquisition by the Company
         or its affiliates of a business) representing twenty percent (20%) or
         more of the combined voting power of the Company's then-outstanding
         securities; or

                  (D) The shareholders of the Company approve a plan of complete
         liquidation or dissolution of the Company or there is consummated an
         agreement for the sale or disposition by the Company of all or
         substantially all of the Company's assets, other than a sale or
         disposition by the Company of all or substantially all of the Company's
         assets to an entity, at least sixty percent (60%) of the combined
         voting power of the voting securities of which are owned by
         shareholders of the Company in substantially the same proportions as
         their ownership of the Company immediately prior to such sale.

                  For purposes of the above, "Person" shall mean any person,
entity or "group" within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act, except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                  13. SUBSTITUTION OR ASSUMPTION OF OPTIONS. Notwithstanding any
provision of the Plan to the contrary (but subject to the provisions of Section
3 hereof), by action of the Board, the


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Company may as an incident to or by reason of any corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, substitute new options on Common Stock of the Company for options
granted by another employer to its employee on stock of such employer or may
assume options granted by another employer to its employees, at such purchase
prices and under such conditions, in the case of non-qualified options, as the
Board may approve and, in the case of incentive stock options, as may be
permitted by Section 425(a) of the Internal Revenue Code, as amended, and the
Committee is hereby expressly authorized to take such action as may be required
to effectuate any such issuance or assumption. Shares of Common Stock of the
Company subject to any option so issued or assumed shall be charged against the
total number of shares available for grant of options under the Plan.

                  14. WITHHOLDING AND REPORTING. The Company's obligation to
deliver shares of Common Stock or make payment upon the exercise of any option
or with respect to its purchase of any option shall be subject to applicable
federal, state and local tax withholding and reporting requirements.

                  15. PERIOD, EXPIRATION AND TERMINATION OF THE PLAN. Options
may be granted under the Plan at any time prior to the tenth anniversary of the
effective date of the Plan, on which anniversary the Plan will expire except as
to options then outstanding thereunder, which options shall remain in effect
until they have been exercised or have expired or otherwise terminated pursuant
to the terms of the Plan (including any award or employment agreement entered
into with an optionee with respect to options granted hereunder). The Plan may
be abandoned or terminated at any time by the Board except with respect to any
options then outstanding under the Plan.

                  16. AMENDMENT OF THE PLAN. The Board of Directors or Committee
may at any time or from time to time make such amendments hereto as it shall
deem advisable and in the best interests of the Company, without action on the
part of the stockholders of the Company; PROVIDED, HOWEVER, that no such
termination or amendment shall (i) without the consent of the individual to whom
any awards shall theretofore have been granted, affect or impair the rights of
such individual under the Plan, (ii) increase the maximum number of shares that
may be issued under the Plan, (iii) change the minimum purchase price under the
Plan, (iv) extend the period during which any option may be granted or exercised
or (v) change the provisions of the Plan relating to eligibility.

                  17. SUBJECT TO STOCKHOLDERS' AGREEMENT. The shares of Common
Stock deliverable upon the exercise of options under this Plan shall be governed
by all of the terms, conditions, restrictions and limitations contained in the
First Amended and Restated Stockholders' Agreement, dated as of December 23,
1999, among the Company and the stockholders identified therein (the
"Stockholders' Agreement"). By exercising an option pursuant to this Plan, each
Plan participant shall thereby agree to any and all such terms, conditions,
restrictions and limitations, and shall execute a copy of the Stockholders'
Agreement. In addition, any shares of Common Stock issued pursuant to this Plan
shall be subject to such restrictions on transfer and limitations as shall, in
the


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opinion of the Administrator or the Company's corporate counsel, be necessary or
advisable to assure compliance with the laws, rules and regulations of the
United States government or any state or jurisdiction thereof.

                  18. EFFECTIVENESS. This Plan as amended and restated shall be
effective as of March 16, 2000; PROVIDED, HOWEVER, that Section 12 of the Plan
shall only become effective upon the Company obtaining the approval of the
Company's shareholders necessary to satisfy the requirements for the exemption
contained in Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, as
amended. The Company will use reasonable best efforts to cause the Plan to
continue to satisfy the exemption referred to above.


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