BAM! ENTERTAINMENT, INC.



 





Exhibit 4.2


AMENDMENT NO. 1

TO

BAM! ENTERTAINMENT, INC.


2001 EMPLOYEE STOCK PURCHASE PLAN


          The following amendments were adopted by the Board of Directors on
November 14, 2001 and constitute Amendment No. 1 to the 2001 Employee Stock
Purchase Plan (the “Plan”) of BAM! Entertainment, Inc.:



A. Section 3 of the Plan shall be deleted in its entirety and replaced with the
following:


     3. Eligibility.

	     	
	 	     (a) First Offering Period. Any individual who is an Employee
immediately prior to the first Offering Period shall be automatically
enrolled in the first Offering Period.


	     	
	 	     (b) Subsequent Offering Periods. Any Employee who shall be employed by
the Company on a given Enrollment Date shall be eligible to participate in
the Plan.


	     	
	 	     (c) Limitations. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i)
to the extent that, immediately after the grant, such Employee (or any other
person whose stock would be attributed to such Employee pursuant to Section
424(d) of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of the
capital stock of the Company or of any Subsidiary, or (ii) to the extent
that his or her rights to purchase stock under all employee stock purchase
plans of the Company and its subsidiaries accrues at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the
fair market value of the shares at the time such option is granted) for each
calendar year in which such option is outstanding at any time.



Section 5 of the Plan shall be deleted in its entirety and replaced with the
following:


     5. Participation.

	     	
	 	     (a) First Offering Period. An Employee shall be entitled to
participate in the first Offering Period only if such individual submits a
subscription agreement authorizing payroll deductions in the form of Exhibit
A to this Plan (i) no earlier than the effective date of the Form S-8
registration statement with respect to the issuance of Common Stock under
this Plan and (ii) no later than ten (10) business days from the effective
date of such S-8 registration statement (the “Enrollment Window”). An
Employee’s failure to submit the subscription agreement during the
Enrollment Window shall result in the automatic termination of such
individual’s participation in the Offering Period.









 




	     	
	 	     (b) Subsequent Offering Periods. An eligible Employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deductions in the form of Exhibit A to this Plan and filing it with
the Company’s payroll office not later than two (2) weeks prior to the
applicable Enrollment Date. Eligible employees who begin employment with the
Company within two weeks of an Enrollment Date may file a subscription
agreement with the Company’s payroll office up to one day prior to the
applicable Enrollment Date. With respect to the first Enrollment Date,
eligible Employees may file a subscription agreement up to one day prior to
the Enrollment Date. An eligible Employee may participate in only one
Offering Period at a time.


	     	
	 	     (c) Payroll Deductions. Payroll deductions for a participant shall
commence on the first payroll following the Enrollment Date and shall end on
the last payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in
Section 10 hereof; provided however, that for the first Offering Period,
payroll deductions shall commence on the first payday on or following the
end of the Enrollment Window.