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                                                                   EXHIBIT 4.3.2
                                 AMENDMENT NO. 4

                                       TO

                                K2 DIGITAL, INC.

                            1997 STOCK INCENTIVE PLAN

         Section 4.1 of the K2 Digital, Inc. 1997 Stock Incentive Plan (the
"Plan") is hereby amended and restated in its entirety to read as follows:

                  "4.1 Number of Shares. Subject to the provisions of this
         Article IV, the maximum number of shares of Common Stock with respect
         to which Awards may be granted during the term of the Plan shall be
         3,000,000 shares. Shares of Common Stock will be made available from
         the authorized but unissued shares of the Company. The shares of Common
         Stock subject to (i) any Award granted under the Plan that shall
         expire, terminate or be annulled for any reason without having been
         exercised (or considered to have been exercised as provided in Section
         7) and (ii) any Award of Restricted Shares that shall be forfeited
         prior to becoming vested (provided that the holder received no benefits
         of ownership of such Restricted Shares other than voting rights and the
         accumulation of Retained Distributions and unpaid Dividend Equivalents
         that are likewise forfeited), shall again be available for purpose of
         the Plan."


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