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                                                                    Exhibit 10.3


                              AMENDED AND RESTATED

                        TECHNICAL CONSUMER PRODUCTS, INC.

                                2001 EQUITY PLAN

1.        PURPOSE. The purpose of this Amended and Restated 2001 Equity Plan is
     to attract, retain and motivate employees, Directors, consultants and other
     independent contractors of Technical Consumer Products, Inc., a Delaware
     corporation and to provide to such persons incentives and rewards for
     superior performance.

2.        DEFINITIONS.  As used in this Plan,

     (a)       "Account" means a booking account in which Deferred Stock shall
          be recorded and to which dividends and distributions may be credited
          in accordance with this Plan.

     (b)       "Beneficiary" or "Beneficiaries" means the person or persons
          designated by a Director to receive payment of the Director's Account
          in the event of the death of the Director.

     (c)       "Beneficiary Designation" means an agreement in substantially the
          form adopted and modified from time to time by the Board pursuant to
          which a Director may designate a Beneficiary or Beneficiaries.

     (d)       "Board" means the Board of Directors of the Company and, to the
          extent of any delegation by the Board to a committee (or subcommittee
          thereof) pursuant to Section 12 of this Plan, such committee (or
          subcommittee).

     (e)       "Business Combination" will have the meaning provided in
          Section 8 of this Plan.

     (f)       "Change in Control" will have the meaning provided in
          Section 8 of this Plan.

     (g)       "Code" means the Internal Revenue Code of 1986, as amended from
          time to time.

     (h)       "Common Shares" means the shares of common stock, par value
          $0.001 per share, of the Company or any security into which such
          Common Shares may be changed by reason of any transaction or event of
          the type referred to in Section 7 of this Plan.

     (i)       "Company" means Technical Consumer Products, Inc., a Delaware
          corporation.


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     (j)       "Compensation" means all compensation that is payable to a
          Director in cash or stock, whether as annual retainer, for attendance
          at Board or committee meetings, for service in committee positions or
          otherwise, but excluding amounts reimbursed for expenses.

     (k)       "Date of Grant" means the date specified by the Board on which a
          grant of Option Rights will become effective (which date will not be
          earlier than the date on which the Board takes action with respect
          thereto).

     (l)       "Deferred Stock" means Common Shares that may be delivered
          pursuant to Section 5.

     (m)       "Director" means a member of the Board of Directors of the
          Company.

     (n)       "Incentive Stock Options" means Option Rights that are intended
          to qualify as "incentive stock options" under Section 422 of the Code
          or any successor provision.

     (o)       "Incumbent Board" will have the meaning provided in Section 8
          of this Plan.

     (p)       "Market Value per Share" means, as of any particular date,
          (i) the closing sale price per Common Share as reported on the
          principal exchange on which Common Shares are then trading, if any,
          or, if applicable, the Nasdaq National Market System, or if there are
          no sales on such day, on the next preceding trading day during which a
          sale occurred, or (ii) if clause (i) does not apply, the fair market
          value of the Common Shares as determined by the Board.

     (q)       "Non-Employee Director" means a Director who is not an employee
          of the Company or any Subsidiary.

     (r)       "Optionee" means a person who is selected by the Board to receive
          Option Rights under this Plan and who is at the time an officer, or
          other employee of the Company or any of its Subsidiaries (including an
          executive officer), a consultant or other independent contractor or a
          Non-Employee Director.

     (s)       "Option Price" means the purchase price payable on exercise of
          an Option Right.

     (t)       "Option Right" means the right to purchase Common Shares upon
          exercise of an option granted pursuant to Section 4 of this Plan.

     (u)       "Participation Agreement" means an agreement in substantially
          the form adopted and modified from time to time by the Board pursuant
          to which a Director may elect to receive his or her Compensation in
          Common Shares and/or Deferred Stock.

     (v)       "Person" will have the meaning provided in Section 8 of this
          Plan.



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     (w)       "Plan" means this Amended and Restated Technical Consumer
          Products, Inc. 2001 Equity Plan (formerly known as the Technical
          Consumer Products, Inc. 2001 Stock Option Plan).

     (x)       "Plan Year" means the fiscal year of the Company.

     (y)       "Spread" means the excess of the Market Value per Share on the
          date when Option Rights are surrendered in payment of the Option
          Price, over the Option Price provided for in the related Option Right.

     (z)       "Subsidiary" means a corporation, company or other entity
          (i) more than 50 percent of whose outstanding shares or securities
          (representing the right to vote for the election of directors or other
          managing authority) are, or (ii) which does not have outstanding
          shares or securities (as may be the case in a partnership, joint
          venture or unincorporated association), but more than 50 percent of
          whose ownership interest representing the right generally to make
          decisions for such other entity is, now or hereafter, owned or
          controlled, directly or indirectly, by the Company except that for
          purposes of determining whether any person may be a Optionee for
          purposes of any grant of Incentive Stock Options, "Subsidiary" means
          any corporation in which at the time the Company owns or controls,
          directly or indirectly, more than 50 percent of the total combined
          voting power represented by all classes of stock issued by such
          corporation.

     (aa)      "Voting Stock" means, at any time, securities entitled to vote
          generally in the election of Directors.

3.        SHARES AVAILABLE UNDER THE PLAN.

     (a)       Subject to adjustment as provided in Section 3(b) and Section 7
          of this Plan, the number of Common Shares that may be issued or
          transferred (i) upon the exercise of Option Rights as provided in
          Section 4; (ii) as awards to Directors in payment of their
          Compensation as provided in Section 5; or (iii) in payment of dividend
          equivalents paid with respect to awards made under the Plan will not
          exceed in the aggregate thirty six (36) Common Shares, plus any shares
          described in Section 3(b). Such shares may be shares of original
          issuance or treasury shares or a combination of the foregoing.

     (b)       The number of shares available in Section 3(a) above shall be
          adjusted to account for shares relating to awards that expire, are
          forfeited or are transferred, surrendered or relinquished upon the
          payment of any Option Price by transfer to the Company of Common Stock
          or upon satisfaction of any withholding amount.

     (c)       Notwithstanding anything in this Section 3, or elsewhere in this
          Plan, to the contrary and subject to adjustment as provided in Section
          7 of this Plan, the aggregate number of Common Shares actually issued
          or transferred by the Company upon the exercise of Incentive Stock
          Options will not exceed thirty six (36) Common Shares.





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4.        OPTION RIGHTS. The Board may, from time to time and upon such terms
     and conditions as it may determine, authorize the granting to Optionees of
     options to purchase Common Shares. Each such grant may utilize any or all
     of the authorizations, and will be subject to all of the requirements
     contained in the following provisions:

     (a)       Each grant will specify the number of Common Shares to which it
          pertains subject to the limitations set forth in Section 3 of this
          Plan.

     (b)       Each grant will specify an Option Price per share, which, in the
          case of an Incentive Stock Option, may not be less than the Market
          Value per Share on the Date of Grant, but otherwise may be more or
          less than the Market Value per Share on the Date of Grant.

     (c)       Each grant will specify whether the Option Price will be payable
          (i) in cash or by check acceptable to the Company, (ii) by the actual
          or constructive transfer to the Company of Common Shares owned by the
          Optionee for at least six months (or other consideration authorized
          pursuant to Section 4(d)) having a value at the time of exercise equal
          to the total Option Price, or (iii) by a combination of such methods
          of payment.

     (d)       The Board may determine, at or after the Date of Grant, that
          payment of the Option Price of any Option Right (other than an
          Incentive Stock Option) may also be made in whole or in part in the
          form of Common Shares that are forfeitable or subject to restrictions
          on transfer (based on the Market Value per Share on the date of
          exercise) or other Option Rights (based on the Spread on the date of
          exercise). Unless otherwise determined by the Board at or after the
          Date of Grant, whenever any Option Price is paid in whole or in part
          by means of any of the forms of consideration specified in this
          Section 4(d), the Common Shares received upon the exercise of the
          Option Rights will be subject to such risks of forfeiture or
          restrictions on transfer as may correspond to any that apply to the
          consideration surrendered, but only to the extent, determined with
          respect to the consideration surrendered, of the Spread of any
          unexercisable portion of Option Rights.

     (e)       Any grant may provide for deferred payment of the Option Price
          from the proceeds of sale through a bank or broker on a date
          satisfactory to the Company of some or all of the shares to which such
          exercise relates.

     (f)       Successive grants may be made to the same Optionee whether or
          not any Option Rights previously granted to such Optionee remain
          unexercised.

     (g)       Each grant will specify the period or periods of continuous
          service by the Optionee with the Company or any Subsidiary that is
          necessary before the Option Rights or installments thereof will become
          exercisable and may provide for the earlier exercise of such Option
          Rights in the event of a Change in Control.

     (h)       Option Rights granted under this Plan may be (i) options,
          including, without limitation, Incentive Stock Options, that are
          intended to qualify under




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          particular provisions of the Code, (ii) options that are not intended
          so to qualify, or (iii) combinations of the foregoing.

     (i)       The Board may, at or after the Date of Grant of any Option Rights
          (other than Incentive Stock Options), provide for the payment of
          dividend equivalents to the Optionee on either a current or deferred
          or contingent basis or may provide that such equivalents will be
          credited against the Option Price.

     (j)       No Option Right will be exercisable more than 10 years from the
          Date of Grant.

     (k)       Each grant of Option Rights will be evidenced by an agreement
          executed on behalf of the Company by an officer and delivered to the
          Optionee and containing such terms and provisions, consistent with
          this Plan, as the Board may approve.

5.        DIRECTOR COMPENSATION.  If a Director becomes entitled to receive
     Compensation in the form of cash, such Director may, subject to the
     limitations set forth in Section 3 of this Plan, elect instead to receive
     such Compensation in Common Shares and may further elect to have such
     Common Shares paid in the form of Deferred Stock in accordance with the
     following provisions:

     (a)       A Director who desires to receive Common Shares or Deferred
          Stock in lieu of cash Compensation for a Plan Year must complete and
          deliver a Participation Agreement to the Board before the first day of
          the Plan Year for which such cash Compensation would be earned. An
          election that is timely delivered shall be effective for the
          succeeding Plan Year and, in addition, except as otherwise specified
          by a Director in his or her election, shall continue to be effective
          from Plan Year to Plan Year until revoked or modified by written
          notice to the Board or until terminated automatically upon termination
          of the Plan. In order to be effective to revoke or modify an election
          with respect to Compensation for a Plan Year, a revocation or
          modification must be delivered prior to the first day of the Plan Year
          for which such Compensation would be earned.

     (b)       If a Director elects to receive all or a portion of his or her
          Compensation for a Plan Year in the form of Common Shares, he or she
          shall be entitled to receive an award of a number of Common Shares
          equal to the Compensation earned by such Director divided by the
          Market Value per Share on the date such Compensation is earned (unless
          the Board otherwise determines).

     (c)       If a Director elects to receive all or a portion of the Common
          Shares awarded in Section 5(b) above in the form of Deferred Stock,
          there shall be credited to the Director's Account as of the day such
          Compensation is earned, the number of shares of Deferred Stock which
          is equal to the number of Common Shares that would otherwise have been
          delivered to the Director pursuant to Section 5(b) above on such date.



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     (d)       Each grant of Deferred Stock shall be subject to a deferral
          period beginning on the date of crediting to the Director's Account
          and ending upon termination of service as a Director or such other
          period as the Director may have elected. The period of deferral shall
          be (i) for a minimum period of one year, except in the case where the
          Director elects a deferral period determined by reference to his
          termination of service as a Director; and (ii) for a maximum period of
          not more than 10 years after the date of termination of service as a
          Director. During the deferral period, the Director shall have no right
          to transfer any rights under his or her Deferred Stock and shall have
          no other rights of ownership therein.

     (e)       A Director's Account will be credited as of the last day of each
          calendar quarter with that number of additional shares of Deferred
          Stock equal to the amount of cash dividends paid by the Company during
          such quarter on the number of Common Shares equivalent to the number
          of shares of Deferred Stock in the Director's Account from time to
          time during such quarter divided by the Market Value per Share on the
          last business day of such calendar quarter. Such dividend equivalents,
          which shall likewise be credited with dividend equivalents, shall be
          deferred until the end of the deferral period for the Deferred Stock
          with respect to which the dividend equivalents were credited.

     (f)       In the event of the death of a Director, the Director's Account
          shall be immediately paid to the Beneficiary or Beneficiaries
          designated on the Director's Beneficiary Designation or, if no such
          designation is in effect or no Beneficiary is then living, then to the
          Director's estate.

     (g)       Notwithstanding the foregoing, if, upon the Director's
          termination of service as a Director, the value of a Director's
          Account is less than $500, the amount of such Director's Account, at
          the discretion of the Board, may immediately be paid to the Director
          or, if the Director is deceased, to his or her Beneficiary, in cash or
          Common Shares.

     (h)       Notwithstanding the foregoing provisions: (i) if a Change in
          Control occurs, the amount of each Director's Account shall
          immediately be paid to the Director in full; and (ii) in the event of
          an unforeseeable emergency, as defined in section 1.457- 2(h)(4) and
          (5) of the Income Tax Regulations, that is caused by an event beyond
          the control of the Director or Beneficiary and that would result in
          severe financial hardship to the individual if acceleration were not
          permitted, the Board may in its sole discretion accelerate the payment
          to the Director or his or her Beneficiary of his or her Account, but
          only up to the amount necessary to meet the emergency.

6.        TRANSFERABILITY.

     (a)       Except as otherwise determined by the Board, no Option Right or
          Deferred Stock granted under the Plan will be transferable by an
          Optionee or Director, as the case may be, other than by will or the
          laws of descent and




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          distribution. Except as otherwise determined by the Board, Option
          Rights will be exercisable during the Optionee's lifetime only by him
          or her or by his or her guardian or legal representative.

     (b)       The Board may specify (i) at the Date of Grant that part or all
          of the Common Shares that are to be issued or transferred by the
          Company upon the exercise of Option Rights or (ii) at the date of
          deferral that part or all of the Deferred Stock, will be subject to
          further restrictions on transfer.

7.        ADJUSTMENTS.  The Board may make or provide for such adjustments in
     the numbers of Common Shares covered by outstanding Option Rights and
     Deferred Stock granted hereunder, in the Option Price, and in the kind of
     shares covered thereby, as the Board, in its sole discretion, exercised in
     good faith, may determine is equitably required to prevent dilution or
     enlargement of the rights of Optionees or Directors that otherwise would
     result from (a) any stock dividend, stock split, combination of shares,
     recapitalization or other change in the capital structure of the Company,
     or (b) any merger, consolidation, spin-off, split- off, spin-out, split-up,
     reorganization, partial or complete liquidation or other distribution of
     assets, issuance of rights or warrants to purchase securities, or (c) any
     other corporate transaction or event having an effect similar to any of the
     foregoing. Moreover, in the event of any such transaction or event, the
     Board, in its discretion, may provide in substitution for any or all
     outstanding awards under this Plan such alternative consideration as it, in
     good faith, may determine to be equitable in the circumstances and may
     require in connection therewith the surrender of all awards so replaced.
     The Board may also make or provide for such adjustments in the numbers of
     shares specified in Section 3 of this Plan as the Board in its sole
     discretion, exercised in good faith, may determine is appropriate to
     reflect any transaction or event described in this Section 7; PROVIDED,
     HOWEVER, that any such adjustment to the number specified in Section
     3(c)(i) will be made only if and to the extent that such adjustment would
     not cause any option intended to qualify as an Incentive Stock Option to
     fail so to qualify.

8.        CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
     will mean, with respect to an Optionee or a Director, a change in control
     as defined in any employment, severance or other agreement between the
     Company and the Optionee and/or Director, or if there is no such agreement
     in effect that contains a definition of change in control, the occurrence
     of one or more of the following events:

          (a) the acquisition by any individual, entity or group (a "Person") of
beneficial ownership of 35% or more of the combined voting power of the then
outstanding Voting Stock of the Company; PROVIDED, HOWEVER, that the following
acquisitions will not constitute a Change in Control: (1) any issuance of Voting
Stock of the Company directly from the Company that is approved by the Incumbent
Board (as defined below), (2) any acquisition by the Company of Voting Stock of
the Company, (3) any acquisition of Voting Stock of the Company by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
subsidiary of the Company, or (4) any acquisition of Voting Stock of the Company
by any Person pursuant to a Business Combination (as defined below) that would
not constitute a Change in Control;



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          (b) the consummation of a reorganization, amalgamation, merger or
consolidation, a sale or other disposition of all or substantially all of the
assets of the Company, or other transaction (each, a "Business Combination") in
which all or substantially all of the individuals and entities who were the
beneficial owners of Voting Stock of the Company immediately prior to such
Business Combination beneficially own, directly or indirectly, immediately
following such Business Combination less than 35% of the combined voting power
of the then outstanding shares of Voting Stock of the entity resulting from such
Business Combination;

          (c) individuals who, as of the date of this Plan, constitute the Board
of Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; PROVIDED, HOWEVER, that any
individual becoming a Director subsequent to such effective date whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of at least two-thirds of the Directors then comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for Director, without objection to
such nomination) will be deemed to have been a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of Directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

          (d) the approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company, except pursuant to a Business
Combination that would not constitute a Change in Control.

9.         FRACTIONAL SHARES. The Company will not be required to issue any
     fractional Common Shares or fractional shares of Deferred Stock pursuant to
     this Plan. The Board may provide for the elimination of fractions or for
     the settlement of fractions in cash.

10.        WITHHOLDING TAXES.  To the extent that the Company is required to
     withhold federal, state, local or foreign taxes in connection with any
     payment made or benefit realized by an Optionee, a Director or other person
     under this Plan, and the amounts available to the Company for such
     withholding are insufficient, it will be a condition to the receipt of such
     payment or the realization of such benefit that the Optionee, Director or
     such other person make arrangements satisfactory to the Company for payment
     of the balance of such taxes required to be withheld, which arrangements
     (in the discretion of the Board) may include relinquishment of a portion of
     such benefit. Optionees shall also make such arrangements as the Company
     may require for the payment of any withholding tax obligations that may
     arise in connection with the dispensation of shares acquired upon the
     exercise of Option Rights. The Company and an Optionee, a Director or such
     other person may also make similar arrangements with respect to the payment
     of any taxes with respect to which withholding is not required. In no
     event, however, shall the Company accept Common Stock for the payment of
     taxes in excess of required tax withholding rates, except that, in the
     discretion of the Board, an Optionee, a Director or such other person may
     surrender Common Stock owned for more than 6 months to satisfy any tax
     obligations resulting from any such transaction.



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11.       FOREIGN EMPLOYEES.  In order to facilitate the making of any grant or
     combination of grants under this Plan, the Board may provide for such
     special terms for awards to Optionees or Directors who are foreign
     nationals or who are employed by the Company or any Subsidiary outside of
     the United States of America as the Board may consider necessary or
     appropriate to accommodate differences in local law, tax policy or custom.
     Moreover, the Board may approve such supplements to or amendments,
     restatements or alternative versions of, this Plan as it may consider
     necessary or appropriate for such purposes, without thereby affecting the
     terms of this Plan as in effect for any other purpose, and the Secretary or
     other appropriate officer of the Company may certify any such document as
     having been approved and adopted in the same manner as this Plan. No such
     special terms, supplements, amendments or restatements, however, will
     include any provisions that are inconsistent with the terms of this Plan as
     then in effect unless this Plan could have been amended to eliminate such
     inconsistency without further approval by the stockholders of the Company.

12.       ADMINISTRATION OF THE PLAN.

     (a)       This Plan will be administered by the Board, which may from time
          to time delegate all or any part of its authority under this Plan to a
          committee of the Board (or subcommittee thereof) consisting of not
          less than two Non-Employee Directors appointed by the Board. A
          majority of the committee (or subcommittee) will constitute a quorum,
          and the action of the members of the committee (or subcommittee)
          present at any meeting at which a quorum is present, or acts
          unanimously approved in writing, will be the acts of the committee (or
          subcommittee). To the extent of any such delegation, references in
          this Plan to the Board will be deemed to be references to any such
          committee or subcommittee.

     (b)       The interpretation and construction by the Board of any
          provision of this Plan or of any agreement, notification or document
          evidencing the grant of Option Rights and any determination by the
          Board pursuant to any provision of this Plan or of any such agreement,
          notification or document will be final and conclusive. No member of
          the Board will be liable for any such action or determination made in
          good faith.

13.       AMENDMENTS, ETC.

     (a)       The Board may at any time and from time to time amend the Plan in
          whole or in part; PROVIDED, HOWEVER, that any amendment which must be
          approved by the stockholders of the Company in order to comply with
          applicable law or the rules of the Nasdaq National Market System or,
          if the Common Shares are not traded under the Nasdaq National Market
          System, the principal national securities exchange upon which the
          Common Shares are traded or quoted, will not be effective unless and
          until such approval has been obtained. Presentation of this Plan or
          any amendment hereof for stockholder approval will not be construed to
          limit the Company's authority to offer similar or dissimilar benefits
          under other plans without stockholder approval.



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     (b)       The Board will not, without the further approval of the
          stockholders of the Company, authorize the amendment of any
          outstanding Option Right to reduce the Option Price. Furthermore, no
          Option Right will be cancelled and replaced with awards having a lower
          Option Price without further approval of the stockholders of the
          Company. This Section 13(b) is intended to prohibit the repricing of
          "underwater" Option Rights and will not be construed to prohibit the
          adjustments provided for in Section 7 of this Plan.

     (c)       The Board also may permit Optionees to elect to defer the
          issuance of Common Shares or the settlement of awards in cash under
          the Plan pursuant to such rules, procedures or programs as it may
          establish for purposes of this Plan. The Board also may provide that
          deferred issuances and settlements under this Section 13(c) include
          the payment or crediting of dividend equivalents or interest on the
          deferral amounts.

     (d)       The Board may condition the grant of any award or combination of
          awards authorized under this Plan on the surrender or deferral by an
          Optionee and/or a Director of his or her right to receive a cash bonus
          or other compensation otherwise payable by the Company or a Subsidiary
          to such Optionee or Director.

     (e)       In case of termination of employment by reason of death,
          disability or normal or early retirement, or in the case of hardship
          or other special circumstances, of an Optionee who holds an Option
          Right not immediately exercisable in full, or who holds Common Shares
          subject to any transfer restriction imposed pursuant to Section 6(b)
          of this Plan, the Board may, in its sole discretion, accelerate the
          time at which such Option Right may be exercised or the time when such
          transfer restriction will terminate or may waive any other limitation
          or requirement under any such award.

     (f)       This Plan will not confer upon any Optionee or Director any
          right with respect to continuance of employment or other service with
          the Company or any Subsidiary, nor will it interfere in any way with
          any right the Company or any Subsidiary would otherwise have to
          terminate such Optionee's or Director's employment or other service at
          any time.

     (g)       To the extent that any provision of this Plan would prevent any
          Option Right that was intended to qualify as an Incentive Stock Option
          from qualifying as such, that provision will be null and void with
          respect to such Option Right. Such provision, however, will remain in
          effect for other Option Rights and there will be no further effect on
          any provision of this Plan.



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14.       TERMINATION.  No grant will be made under this Plan more than 10 years
     after the date on which this Plan is first approved by the stockholders of
     the Company, but all grants made on or prior to such date will continue in
     effect thereafter subject to the terms thereof and of this Plan.

15.       AMENDMENT AND RESTATEMENT.  This Plan amends and restates the 2001
     Stock Option Plan, as adopted by the Board of Directors of the Company on
     October 16, 2001.



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