EXHIBIT 10.3

                                 AMENDMENT NO. 1
                                       TO
                         SYNCHRONOSS TECHNOLOGIES, INC.
                                 2000 STOCK PLAN

                  Pursuant to Section 11(b) of the Synchronoss Technologies,
Inc. 2000 Stock Plan (the "Plan"), the Board of Directors of Synchronoss
Technologies, Inc. (the "Company") has amended the Plan as follows, effective
April 3, 2006:

         1. Section 4(a) of the Plan will be amended and restated in its
entirety to read as follows:

         (a) BASIC LIMITATION. Shares offered under the Plan may be authorized
         but unissued Shares or treasury Shares. The aggregate number of Shares
         that may be issued under the Plan (upon exercise of Options or other
         rights to acquire Shares) shall not exceed 5,097,175 Shares, subject to
         adjustment pursuant to Section 8. The number of Shares that are subject
         to Options or other rights outstanding at any time under the Plan shall
         not exceed the number of Shares that then remain available for issuance
         under the Plan. The Company, during the term of the Plan, shall at all
         times reserve and keep available sufficient Shares to satisfy the
         requirements of the Plan.

         2. Section 4(b) of the Plan will be amended and restated in its
entirety to read as follows:

         (b) ADDITIONAL SHARES. In the event that any outstanding Option or
         other right for any reason expires or is canceled or otherwise
         terminated, the Shares allocable to the unexercised portion of such
         Option or other right shall again be available for the purposes of the
         Plan. In the event that Shares issued under the Plan are reacquired by
         the Company pursuant to any forfeiture provision, right of repurchase
         or right of first refusal, such Shares shall again be available for the
         purposes of the Plan.

         3. Except as set forth herein, all other provisions of the Plan shall
remain in full force and effect.



         IN WITNESS WHEREOF, the Company has executed this Amendment to the Plan
as of the date first written above.

                                                 SYNCHRONOSS TECHNOLOGIES, INC.


                                                 By:
                                                    ---------------------------
                                                    Stephen G. Waldis
                                                    Chief Executive Officer