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                                                              EXHIBIT 10.3(A)(d)


                          NEXT GENERATION NETWORK, INC.
                      1998 NON-QUALIFIED STOCK OPTION PLAN


                                    ARTICLE I
                                   DEFINITIONS


     As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:

     (a) "Board" shall mean the Board of Directors of the Company.

     (b) "Code" shall mean the United States Internal Revenue Code of 1986, as
amended, including effective date and transition rules (whether or not
codified). Any reference herein to a specific section or sections of the Code
shall be deemed to include a reference to any corresponding provision of future
law.

     (c) "Committee" shall mean a committee of Directors that may, but is not
required to be appointed from time to time by the Board, having the duties and
authority granted by the Board. If so appointed, such Committee shall consist of
two or more members of the Board. In the absence of the appointment and the
granting by the Board of authority to carry out any responsibilities of the
Board hereunder, the duties and authority set forth herein shall rest with the
full Board. In the event the Board grants such authority to a Committee,
references herein to the Board shall mean the Committee acting on the Board's
behalf to the extent of such authority. In either event, no member of the
Committee or full Board shall vote as to the granting of an Option to himself or
herself.

     (d) "Company" shall mean Next Generation Network, Inc., a Delaware
corporation.

     (e) "Consultant" shall mean any consultant, independent contractor, advisor
or any other person or entity other than an Employee who performs or contracts
to perform bona fide services for the Company, provided that such services are
not in connection with the offer or sale of securities in a capital raising
transaction.

     (f) "Director" shall mean a member of the Board.

     (g) "Employee" shall mean any employee of the Company or any Subsidiary of
the Company, and any Director who also serves as an Officer and whose duties as
such involve a significant time commitment beyond that associated with
preparation for and attendance at meetings of the Board or committees thereof.

     (h) "Employer" shall mean the corporation that employs an Optionee.


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     (i) "Fair Market Value" of the shares of Stock on any date shall mean

          (i)  the closing sales price, regular way, or in the absence thereof
               the mean of the last reported bid and asked quotations, on such
               date on the exchange having the greatest volume of trading in the
               shares during the thirty-day period preceding such date (or if
               such exchange was not open for trading on such date, the next
               preceding date on which it was open for trading) or

          (ii) if there is no price specified in (i), the final reported sales
               price, or if not reported in the following manner, the mean of
               the closing high bid and low asked prices, in the
               over-the-counter market for the shares as reported by the
               National Association of Securities Dealers Automatic Quotation
               System or, if not so reported, then as reported by the National
               Quotation Bureau Incorporated, or if such organization is not in
               existence, by an organization providing similar services, on such
               date (or if such date is not a date for which such system or
               organization generally provides reports, then on the next
               preceding date for which it does so); or

          (iii) if there also is no price as specified in (ii), the price
               determined by the Board by reference to bid-and-asked quotations
               for the shares provided by members of an association of brokers
               and dealers registered pursuant to subsection 15(b) of the 1934
               Act, which members make a market in the shares, for such recent
               dates as the Board shall determine to be appropriate for fairly
               determining current market value; or

          (iv) if there also is no price as specified in (i), (ii) or (iii), or
               if the shares are not registered under the 1933 Act, the amount
               determined in good faith by the Board based on such relevant
               facts, which may include opinions of independent experts, as may
               be available to the Board.

     (j) "1933 Act" shall mean the Securities Act of 1933, as the same may be
amended from time to time.

     (k) "1934 Act" shall mean the Securities Exchange Act of 1934, as the same
may be amended from time to time.

     (l) "Officer" shall mean a person who constitutes an officer of the Company
for the purposes of Section 16 of the 1934 Act, as determined by reference to
such Section 16 and to the rules, regulations, judicial decisions, and
interpretative or "no-action" positions with respect thereto of the Securities
and Exchange Commission, as the same may be in effect or set forth from time to
time.


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     (m) "Option" shall mean a contractual right to purchase Stock granted
pursuant to the provisions of Article VI hereof.

     (n) "Optionee" shall mean a person to whom an Option has been granted
hereunder.

     (o) "Option Price" shall mean the price at which an Optionee may purchase a
share of Stock pursuant to an Option.

     (p) "Plan" shall mean the Next Generation Network, Inc. 1998 Non-Qualified
Stock Option Plan.

     (q) "Purchasable," when used to describe Stock, shall refer to Stock that
may be purchased by an Optionee under the terms of this Plan on or after a
certain date specified in the applicable Stock Option Agreement.

     (r) "Stock" shall mean the $.01 par value common stock of the Company or,
in the event that the outstanding shares of such stock are hereafter changed
into or exchanged for shares of a different class of stock or securities of the
Company or some other corporation, such other stock or securities.

     (s) "Stock Option Agreement" shall mean an agreement between the Company
and an Optionee setting forth the terms of an Option.

     (t) "Subsidiary" shall mean any corporation (other than the corporation
with respect to which the determination is being made) in an unbroken chain of
corporations beginning with the corporation with respect to which the
determination is being made if, at the time of the grant (or modification) of
the Option, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.


                                   ARTICLE II
                                    THE PLAN

     2.1 Name. This plan shall be known as the "Next Generation Network, Inc.
1998 Non-Qualified Stock Option Plan".

     2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company, its shareholders, and any Subsidiary of the Company, by offering
certain Employees, Directors and Consultants an opportunity to acquire or
increase their proprietary interests in the Company by granting such persons
Options to purchase Stock. The Options are intended to promote the growth and
profitability of the Company, and any Subsidiary of the Company, by providing
Optionees with an additional incentive to achieve the Company's objectives
through participation


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in its success and growth.

     2.3 Effective Date. The Plan shall become effective on November __, 1998.


     2.4 Termination Date. No further Options shall be granted hereunder or
after December 31, 2005, but all Options granted prior to that time shall remain
in effect in accordance with their terms; provided, however, that the Plan shall
terminate, and all options therefore granted shall become void and may not be
exercised, after January 1, 2009.


                                   ARTICLE III
                                   ELIGIBILITY

     The persons eligible to participate in this Plan shall consist only of
Employees, Directors and Consultants whose participation the Board determines is
in the best interests of the Company.


                                   ARTICLE IV
                                 ADMINISTRATION

     4.1 Duties and Powers of the Committee. The Plan shall be administered by
the Board. In administering the Plan, the Board shall have the discretion and
authority to determine those individuals to whom Options will be granted, the
number of shares of Stock subject to each Option, the minimum number of shares
of Stock Purchasable on any exercise, such other matters as are specified
herein, and any other terms and conditions of a Stock Option Agreement. To the
extent not inconsistent with the provisions of the Plan, the Board shall have
the authority to amend or modify an outstanding Stock Option Agreement, or waive
any provision thereof, provided that the Optionee consents to such action. The
Board may authorize the Committee to take any action that may be taken by the
Board under this Plan. To the extent the Board authorizes the Committee to
exercise any authority of the Board hereunder, the following shall apply:

          a. The Committee shall select one of its members as its Chairman and
shall hold its meetings at such time and places as it may determine.

          b. The Committee shall keep minutes of its meetings and shall make
such rules and regulations for the conduct of its business as it may deem
necessary.

          c. The Committee shall have the power to act by unanimous written
consent in lieu of a meeting, and shall have the right to meet telephonically.

          d. A majority of the members of the Committee shall constitute a
quorum, and any action taken by a majority at a meeting at which a quorum is
present, or any action taken


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without a meeting evidenced by a writing executed by all the members of
the Committee, shall constitute the action of the Committee.

     4.2 Interpretation Rules. Subject to the express provisions of the Plan,
the Board shall have complete authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the details
and provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable in the administration of the Plan,
including, without limitation, the amending or altering of any Options granted
hereunder as may be required to comply with or to conform to any federal, state
or local laws or regulations.

     4.3 No Liability. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option granted hereunder.

     4.4 Company Assistance. The Company shall supply full and timely
information to the Board on all matters relating to eligible persons, their
employment, death, retirement, disability or other termination of employment,
and such other pertinent facts as the Board may require. The Company shall
furnish the Board with such clerical and other assistance as is necessary in the
performance of its duties.


                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN

     5.1 Limitations. Subject to any antidilution adjustment pursuant to the
provisions of Section 5.2 hereof, the maximum number of shares of Stock that may
be issued and sold hereunder shall be Eighty-Two Thousand (82,000). Shares
subject to an Option may be either authorized and unissued shares or shares
issued and later acquired by the Company; provided, however, that shares of
Stock with respect to which an Option has been exercised shall not again be
available for issuance hereunder. The shares covered by any unexercised portion
of an Option that has terminated for any reason, as well as that number of
shares issued pursuant to Option exercises that is equal to the number of shares
of Common Stock surrendered or withheld, in payment of (i) the Option Price of
such Options or (ii) taxes related to such exercises, may again be optioned
under this Plan, and such shares shall not be considered as having been optioned
under this Plan, and such shares shall not be considered as having been optioned
or issued in computing the number of shares of Stock remaining available for
option hereunder.

     In the event of the issuance of Options in respect of options to acquire
stock of any entity acquired, by merger or otherwise, by the Company (or any
Subsidiary of the Company), the aggregate number of shares of Stock for which
Options may be granted hereunder shall automatically be increased by the number
of shares subject to the Options so issued; provided, however, that the
aggregate number of shares of Stock for which Options may be granted

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hereunder shall automatically be decreased by the number of shares covered by
any unexercised portion of an Option so issued that has terminated for any
reason and the shares subject to any such unexercised portion may not be
optioned to other Employees, Directors or Consultants.

     5.2 Antidilution.


          (a) In the event that the outstanding shares of Stock are changed into
or exchanged for a different number or kind of shares or other securities of the
Company by reason of merger, consolidation, reorganization, recapitalization,
reclassification, combination or exchange of shares, stock split or stock
dividend, or in the event that any spin-off, spin-out or other distribution of
assets by the Company to the holders of its Stock that materially affects the
price of the Company's Stock:

               (i)  The aggregate number and kind of shares of Stock for which
                    Options may be granted hereunder shall be adjusted
                    proportionately by the Board; and

               (ii) The rights of Optionees (concerning the number of shares
                    subject to Options and the Option Price, and the minimum
                    number of shares of Stock as to which an Option may be
                    exercised) under outstanding Options shall be adjusted
                    proportionately by the Board.

          (b) If the Company shall be a party to any reorganization in which it
does not survive, involving merger, consolidation, or acquisition of the Stock
or of all or substantially all the assets of the Company, the Board, in its
discretion, shall:

               (i)  declare that all Options granted under the Plan shall become
                    exercisable immediately notwithstanding the provisions of
                    the respective Stock Option Agreements regarding
                    exercisability, and that all such Options shall terminate 30
                    days after the Committee gives written notices of the
                    immediate right to exercise all such Options and of the
                    decision to terminate all Options not exercised within such
                    30-day period; or

               (ii) notify all Optionees that all Options granted under the Plan
                    shall be assumed by the successor corporation or substituted
                    with options issued by such successor corporation.

          (c) If the Company is to be liquidated or dissolved in connection with
a reorganization described in paragraph 5.2(b), the provisions of such paragraph
shall apply. In all other instances in which the Company is to be liquidated or
dissolved, the adoption of a plan of dissolution or liquidation of the Company
shall cause every Option outstanding under the Plan to terminate to the extent
not exercised prior to the adoption of the plan of dissolution or liquidation


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by the shareholders, provided that the Board in its discretion may declare all
Options granted under the Plan to be exercised at any time on or before the
fifth business day following such adoption notwithstanding the provisions of the
respective Stock Option Agreement regarding exercisability. The Board's actions
under this provision and the Optionee's exercise of Options under this provision
shall be subject, however, to the limitations set forth in Article VI hereof.

          (d) The adjustments described in paragraphs (a) through (c) of this
Section 5.2, and the manner of their application, shall be determined solely by
the Board, and any such adjustment may provide for the elimination of fractional
share interests. The adjustments required under this Article V shall apply to
any successors of the Company and shall be made regardless of the number or type
of successive events requiring such adjustments.


                                   ARTICLE VI
                                     OPTIONS

     6.1 Types of Options Granted. Within the limitations provided herein,
Options may be granted to an Employee, Director or Consultant at one or several
times or to different Employees, Directors or Consultants at the same time or at
several times or to different Employees at same time or at different times, in
any case under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other factor
the Board deems relevant. No incentive stock options (within the meaning of
Section 422 of the Code) shall be granted under the Plan.

     6.2 Option Grant and Agreement. The grant or modification of each Option
granted or modified hereunder shall be evidenced (a) by either minutes of a
meeting or a written consent of the Board, and (b) by a written Stock Option
Agreement executed by the Company and the Optionee. The terms and conditions of
an Option, including without limitation the Option's duration, vesting, time or
times of exercise, Option Price, shall be stated in a Stock Option Agreement.

     6.3 Option Price. The Option Price under each Option shall be determined by
the Board in its discretion, provided that such Option Price shall not be less
than the greater of (a) the Fair Market Value per share of the Stock at the time
of the grant of such Option, or (b) Seventy-Seven Dollars ($77.00) per share.

     6.4 Exercise Period. Subject to the terms, conditions and limitations of
this Plan, the period for the exercise of each Option granted hereunder shall be
determined by the Board and set forth in the Stock Option Agreement.

     6.5 Option Exercise.


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          (a) Unless otherwise provided in the Stock Option Agreement, an Option
may be exercised at any time or from time to time during the term of the Option
as to any or all whole shares that have become Purchasable under the provisions
of the Option but not at any time as to less than ten (10) shares unless the
remaining shares that have become so Purchasable are less than ten (10) shares.
The Board shall have the authority to prescribe in any Stock Option Agreement
that the Option may be exercised only in accordance with a vesting schedule
during the term of the Option.

          (b) An Option shall be exercised by (i) delivery to the Treasurer of
the Company at its principal office of written notice of exercise with respect
to a specified number of shares of Stock, and (ii) payment to the Company at
that office of the full amount of the Option Price for such number of shares.

          (c) The Option Price shall be paid in full upon the exercise of the
Option; provided, however, that the Board may provide in a Stock Option
Agreement that, in lieu of cash, all or any portion of the Option Price may be
paid by tendering to the Company shares of Stock duly endorsed for transfer and
owned by the Optionee, to be credited against the Option Price at the Fair
Market Value of such shares on the date of exercise (however, no fractional
shares may be so transferred, and the Company shall not be obligated to make any
cash payments in consideration of any excess of the aggregate Fair Market Value
of shares transferred over the aggregate option price).

          (d) In addition to and at the time of payment of the Option Price, the
Optionee shall pay to the Company in cash the full amount of any federal, state
and local income, employment or other taxes required to be withheld from the
income of such Optionee as a result of such exercise; provided, however, that in
the discretion of the Board any Stock Option Agreement may provide that all or
any portion of such tax obligations, together with additional taxes not
exceeding the actual additional taxes to be owed by the Optionee, be paid by
tendering to the Company whole shares of Stock duly endorsed for transfer and
owned by the Optionee, or by authorization to the Company to withhold shares of
Stock otherwise issuable upon exercise of the Option, in either case in that
number of shares having a Fair Market Value on the date of exercise equal to the
amount of such taxes thereby being paid, and subject to such restrictions as to
the approval and timing of any such election as the Board may from time to time
determine to be necessary or appropriate to satisfy the conditions of the
exemption set forth in Rule 16b-3 under the 1934 Act.

          (e) The holder of an Option shall not have any of the rights of a
stockholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to him upon the exercise of the Option.

     6.6 Nontransferability of Option. No Option or any rights therein shall be
transferable by an Optionee otherwise than by will or the laws of descent and
distribution.

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During the lifetime of an Optionee, an Option granted to that Optionee shall be
exercisable only by such Optionee (or by such Optionee's guardian or other legal
representative, should one be appointed).

     6.7 Termination of Employment. The Board shall have the power to specify,
with respect to the Options granted to any particular Optionee, the effect upon
such Optionee's right to exercise an Option and any shares purchased under an
Option as of the termination of such Optionee's employment, service or other
relationship with the Company under various circumstances, which effect may
include without limitation immediate or deferred termination of such Optionee's
rights under an Option, acceleration of the date at which an Option may be
exercised in full, or an option in favor of the Company to re-acquire shares
acquired pursuant to the exercise of an Option.

     6.8 Employment Rights. Options granted under the Plan shall not be affected
by any change of employment or other relationship with the Company so long as
the Optionee continues to be an Employee, Director or Consultant. Nothing in the
Plan or any Stock Option Agreement shall confer on any person any right to
continue in the employ of the Company or any Subsidiary of the Company, or shall
interfere in any way with the right of the Company or any such Subsidiary to
terminate such person's employment at any time.

     6.9 Certain Successor Options. An Option issued in respect of an option
held by an employee to acquire stock of any entity acquired, by merger or
otherwise, by the Company (or any Subsidiary of the Company) may contain terms
that differ from those stated in this Article VI, but solely to the extent
necessary to preserve for any such employee the rights and benefits contained in
such predecessor option.

     6.10 Condition on Transfers. The Board shall have the power to specify in
any Stock Option Agreement certain conditions to transfer of shares of Stock
purchased under an Option, including without limitation a right of first refusal
in favor of the Corporation to purchase such shares under certain circumstances.


                                   ARTICLE VII
                           CONDITIONS TO ISSUING STOCK

     If at any time the Board of Directors shall determine in its discretion
that the listing, registration or qualification of the shares subject to the
Plan upon any national securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares subject to the Plan, the Company shall not be required to issue or
deliver any Stock purchased upon the full or partial exercise of any Option
granted hereunder prior to fulfillment of all of the following conditions,
together with such other conditions as the Board shall deem advisable:

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          (a) The admission of such shares to listing on all stock exchanges on
which the Stock is then listed;

          (b) The completion of any registration or other qualification of such
shares that the Company shall determine to be necessary or advisable under any
federal or state law or under the rulings of the Securities and Exchange
Commission or any other governmental regulatory body, or the Company's
determination that an exemption is available from such registration or
qualification;

          (c) The obtaining of any approval or other clearance from any federal
or state governmental agency that the Company shall determine to be necessary or
advisable; and

          (d) The lapse of such reasonable period of time following exercise as
shall be appropriate for reasons of administrative convenience.

     Unless the shares of Stock covered by the Plan shall be the subject of an
effective registration statement under the 1933 Act, stock certificates issued
and delivered to Optionees shall bear such restrictive legends, and their
issuance subject to such conditions and covenants of the applicable Optionee, as
the Company shall deem necessary or advisable pursuant to applicable federal and
state securities laws.


                                  ARTICLE VIII
                 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

     The Board may at any time, (i) cease granting Options, (ii) terminate the
Plan, or (iii) in any respect amend or modify the Plan.

     No termination, amendment or modification of the Plan shall affect
materially and adversely the rights of an Optionee under any outstanding Option
without the consent of the Optionee or his legal representative.


                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1 Replacement Option Grants. At the sole discretion of the Board, an
Optionee may be given an election to surrender an Option in exchange for a new
Option.

     9.2 Forfeiture for Competition. If an Optionee provides services to a
competitor of the Company or any of its Subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent or otherwise, such
services being of a nature that can

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reasonably be expected to involve the skills and experience used or developed by
the Optionee while an Employee, Director or Consultant, then that Optionee's
rights under any Options outstanding hereunder shall be immediately forfeited
and terminated, subject to a determination to the contrary by the Board.

     9.3 Plan Binding on Successors. The Plan shall be binding upon the
successors of the Company.

     9.4 Gender. Whenever used herein, the masculine pronoun shall include the
feminine gender.


     9.5 Headings Not Part of Plan. Headings of Articles and Sections hereof are
inserted for convenience and reference, and do not constitute a part of the
Plan.




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