Exhibit No. EX-99.m.1

                            JACOB INTERNET FUND INC.

         AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN PURSUANT TO
               RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

          This Amended and Restated Distribution and Service Plan (the "Plan")
is adopted by Jacob Internet Fund Inc. (the "Fund") in accordance with the
provisions of Rule 12b-1 under the Investment Company Act of 1940 (the "Act").

                                    The Plan

          1. The Fund and Quasar Distributors, LLC (the "Distributor") have
entered into a Distribution Agreement, in a form satisfactory to the Fund's
Board of Directors, under which the Distributor acts as distributor of the
Fund's shares. Pursuant to the Distribution Agreement, the Distributor, as agent
of the Fund, sells the Fund's shares on a best efforts basis, upon the terms and
at the current offering price described in the current prospectus. The Fund and
Jacob Asset Management of New York LLC (the "Advisor") have entered into a
Shareholder Servicing Agreement, in a form satisfactory to the Fund's Board of
Directors under which the Advisor provides shareholder services and arranges for
others to provide shareholder services with respect to the Fund's shares.

          2. (a) The Distribution Agreement provides that the Distributor will
receive from the Fund an asset based sales charge ("Asset Based Sales Charge")
equal to 0.10% of average annual net assets of the Fund to compensate the
Distributor for basic distribution services, out of pocket expenses incurred in
connection with activities to sell Fund shares, advertising compliance reviews,
and licensing of the Advisor's staff. The Distributor retains specified dollar
amounts and the remaining amounts of the Asset Based Sales Charge may be used to
satisfy distribution costs as directed by the Fund or the Advisor.

               (b) The Shareholder Servicing Agreement provides that the Advisor
will receive from the Fund a service fee ("Service Fee") to compensate the
Advisor for providing shareholder services and to permit the Advisor to
compensate others for providing such shareholder services with respect to the
Fund's shares.

               (c) In addition, the Investment Advisory Agreement for the Fund
provides that the Advisor may make payments from time to time from its own
resources, which






may include the management fee received from the Fund, management or advisory
fees received from other investment companies and past profits, for the
following purposes:

               (i) to defray the costs of, and to compensate others, including
     organizations whose customers or clients are Fund shareholders
     ("Shareholder Servicing Agents"), for performing shareholder servicing and
     related administrative functions on behalf of the Fund;

               (ii) to compensate certain Shareholder Servicing Agents for
     providing assistance in distributing the Fund's shares;

               (iii) to pay the cost of printing and distributing the Fund's
     prospectus to prospective investors; and

               (iv) to defray the cost of the preparation and printing of
     brochures and other promotional materials, mailings to prospective
     shareholders, advertising, and other promotional activities, including the
     salaries and/or commissions of sales personnel in connection with the
     distribution of the shares.

In addition, under the Distribution Agreement, the Distributor may make payments
from time to time from its Asset Based Sales Charge for some of the purposes
enumerated in paragraphs (ii), (iii) and (iv) above. Under the Shareholder
Servicing Agreement, the Advisor may make payments from time to time from its
Service Fees for the purpose enumerated in (i) above.

          3. The Fund will pay for (i) telecommunications expenses, including
the cost of dedicated lines and CRT terminals, incurred by the Distributor in
carrying out its obligations under the Distribution Agreement and (ii) the cost
of preparing, printing and delivering the Fund's prospectus to existing
shareholders of the Fund and preparing and printing subscription application
forms for shareholder accounts.

          4. The Distributor will cooperate with the Fund and Advisor to
negotiate and enter into selling or servicing agreements with Shareholder
Servicing Agents, as determined by the Fund or Advisor, to sell or facilitate
the sale of Fund shares. The form of agreement with the Shareholder Servicing
Agents shall be mutually agreed upon and approved by the Fund's Board of
Directors and Distributor.

          5. The Fund and the Distributor will prepare and furnish to the Fund's
Board of Directors and the Directors shall review, at least quarterly, written
reports setting forth all


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amounts expended for distribution purposes by the Fund and the Distributor,
pursuant to the Plan, and identifying the distribution activities for which such
expenditures were made.

          6. The Plan will become effective immediately upon approval by a
majority of the Board of Directors of the Fund, including a majority of the
Directors who are not interested persons (as defined in the Act) of the Fund and
who have no direct or indirect financial interest in the operation of the Plan
or in any agreement entered into in connection with the Plan (the "Independent
Directors"), pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of the Plan.

          7. The Plan will remain in effect until for one year, unless earlier
terminated in accordance with its terms, and thereafter may continue in effect
for successive annual periods if approved each year in the manner described in
paragraph 6 hereof.

          8. The Plan may be amended at any time with the approval of the Board
of Directors of the Fund, provided that (i) any material amendments of the terms
of the Plan will be effective only upon approval as provided in paragraph 6
hereof, and (ii) any amendment which increases materially the amount which may
be spent by the Fund pursuant to the Plan will be effective only upon approval
by a majority of the outstanding voting securities of the Fund (as defined in
the Act).

          9. The Plan may be terminated without penalty at any time (i) by a
vote of the majority of the entire Board of Directors of the Fund, (ii) by a
vote of a majority of the Independent Directors of the Fund, or (iii) by a vote
of a majority of the outstanding voting securities of the Fund (as defined in
the Act).

          10. During the period in which the Plan is effective:

               (a) a majority of the Fund's Board of Directors shall be
Directors who are not interested persons (as defined in the Act) of the Fund;

               (b) the selection and nomination of the Directors who are not
interested persons (as defined in the Act) of the Fund shall be committed to the
discretion of the Directors who are not interested persons (as defined in the
Act) of the Fund; and

               (c) any person who acts as legal counsel for the Directors who
are not interested persons (as defined in the Act) of the Fund shall be an
"independent legal counsel," as such term is defined in Rule 0-1(a)(6)(ii) of
the Act.

Effective November 26, 1999, as amended March 1, 2002 and as amended and
restated October 11, 2002.


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