AANETCOM, INC. STOCK OPTION PLAN
                  Amended and Restated, Effective June 15, 1998

1. Purpose.  The purposes of the Aanetcom,  Inc. Stock Option Plan,  amended and
restated  effective June 15, 1998 (the "Plan") are to: (1) closely associate the
interests  of  the  management   and  key  employees  of  Aanetcom,   Inc.  (the
"Corporation")  with the  shareholders by reinforcing the  relationship  between
participant's  rewards and  shareholder  gains;  (2) provide  management and key
employees  with  an  equity  ownership  in  the  Corporation  commensurate  with
performance  as  reflected  in  increased   shareholder   value;   (3)  maintain
competitive  compensation  levels;  and (4) provide an incentive for  continuous
employment with the Corporation.

2. Authority to Grant Options. The Stock Option Committee  (hereinafter defined)
may from time to time in its discretion grant to eligible  employees  options to
purchase  shares of the Common Stock of the Corporation on the terms and subject
to the conditions hereinafter provided. The aggregate number of shares which may
hereafter be issued pursuant to the exercise of options granted  hereunder shall
not exceed the 3,500,000  shares subject however to the provisions of paragraphs
7 and 8 hereof.  The shares shall be made available from authorized and unissued
Common  Stock  or from  Common  Stock  issued  and held in the  treasury  of the
Corporation, as shall be determined by the Board of Directors.

3. Administration.  The Plan shall be administered by the Stock Option Committee
(the  "Committee")  consisting  of not less than two (2) members of the Board of
Directors who are not eligible to participate  in the Plan. The Committee  shall
have the full power and  authority to construe,  interpret and  administer  this
Plan and to make  determinations  which shall be final,  conclusive  and binding
upon all persons, including without limitation the Corporation, the stockholders
the directors  and any persons  having any interests in any options which may be
granted  under this Plan.  Among other  matters,  the  Committee  shall have the
authority, subject to the terms of the Plan: (i) to select those persons to whom
awards may be granted from time to time;  (ii) to determine  whether and to what
extent incentive stock options and nonqualified stock options or any combination
thereof are to be granted hereunder;  (iii) to determine the number of shares of
Common Stock to be covered by each award granted hereunder; (v) to determine the
terms and conditions of any award granted hereunder (including,  but not limited
to, the option price, the option period, any exercise  restriction or limitation
and any exercise  acceleration or forfeiture  waiver regarding any award and the
shares  of  Common  Stock  relating  thereto);  (vi) to  adjust  the  terms  and
conditions,  at any time or from  time to time,  of any  Award,  subject  to the
limitations  of Section  10;  (vii) to  determine  to what extent and under what
circumstances  Common Stock and other  amounts  payable with respect to an award
shall be deferred;  (viii) to determine under what circumstances an award may be
paid for in cash or Common Stock;  (ix) to provide for the forms of agreement to
be utilized in connection with this Plan; (x) to determine whether a participant
has a  disability;  (xi) to  determine  what  securities  law  requirements  are
applicable to the Plan,  awards,  and the issuance of shares of Common Stock and
to require of an option holder that appropriate  action be taken with respect to
such requirements;  (xii) to cancel, with the consent of the option holder or as
otherwise provided in the Plan or an Agreement,  outstanding  awards;  (xiii) to
require as a condition  of the  exercise of an award or the issuance or transfer
of a certificate of Common Stock,  the withholding  from an option holder of the
amount of any federal, state or local taxes as may be necessary to order for the
Corporation  or any there  employer to obtain a deduction or as may be otherwise
required by law;  (xiv) to determine  whether and with what effect an individual
has  incurred  a  termination  of  employment;  (xv) to  determine  whether  the
Corporation  or any other person has a right or  obligation  to purchase  Common
Stock from an option  holder and, if so, the terms and  conditions on which such
Common  Stock  is to be  purchased;  (xvi)  to  determine  the  restrictions  or
limitations  on the transfer of Common  Stock;  (xvii) to  determine  whether an
award  is to  be  adjusted,  modified  or  purchased,  or  is  to  become  fully
exercisable,  under the Plan or the  terms of an  agreement;  (xviii)  to adopt,
amend  and  rescind  such  rules and  regulations  as,  in its  opinion,  may be
advisable  in the  administration  of  this  Plan;  and  (xix)  to  appoint  and
compensate  agents,  counsel,  auditors  or other  specialists  to aid it in the
discharge of its duties.
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The  Committee  shall  have the  authority  to  adopt,  alter  and  repeal  such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any award  issued under the Plan (and any  agreement)  and to otherwise
supervise the administration of the Plan.Any determination made by the Committee
pursuant to the  provisions  of the Plan shall be made in its sole  discretions,
and in the case of any  determination  relating to an award,  may be made at the
time of the grant of the award or, unless in  contravention  of any express term
of the Plan or an agreement,  at any time thereafter.  All decisions made by the
Committee  pursuant to the  provisions of the Plan shall be final and binding on
all persons, including the Corporation and option holders.

4.  Eligibility.  Management and other key employees of the  Corporation and its
subsidiaries (as defined in Section 424(f) of the Internal Revenue Code of 1986,
as amended),  including  officers,  whether or not directors of the Corporation,
shall be eligible to  participate in this Plan and will be referred to herein as
"eligible  employees."  Directors who are not employees shall not be eligible to
participate  in any  incentive  stock  option,  however,  such  directors may be
granted options which are nonqualified options.

5.  Allotment of Shares.  Options may be allotted to such eligible employees and
directors, and in such amounts, as the Committee
in its discretion, may from time to time determine.

6.  Terms and Conditions of Options.  Subject to the following  provisions,  all
options  granted  under  this Plan shall be in such form and upon such terms and
conditions as the Committee, in its discretion, may from time to time determine:

         (a)  Option  Price.  The  option  price per share of the  Common  Stock
purchasable under an option shall be determined by the Committee. If such option
is intended to qualify as an incentive stock option,  the option price per share
shall be not less than the fair market value per share on the date the option is
granted,  or where  granted  to an  individual  who owns or who is deemed to own
stock possessing more than ten percent (10%) of the combined voting power of all
classes of stock of the Corporation, a corporation which is a parent corporation
of the  Corporation  or any  subsidiary of the  Corporation  (each as defined in
Section 424 of the Code),  not less than one hundred ten percent  (110%) of such
fair  market  value per share.  The option  price per share of any  nonqualified
stock  options  shall be  determined by the Committee but shall not be less than
one hundred (100%) of the fair market value per share on the date such option is
granted.

         (b) Option  Period.  The option  period of each stock  option  shall be
fixed by the  Committee;  provided  that no  nonqualified  stock option shall be
exercisable  more than ten (10) years after the date the option is  granted.  In
the case of an incentive  stock  option,  the option period shall not exceed ten
(10) years from the date of grant or five (5) years in the case of an individual
who owns more than ten percent (10%) of the combined voting power of all classes
of stock of the Corporation,  a corporation which is a parent corporation of the
Company or any subsidiary of the Corporation  (each as defined in Section 424 of
the Code).  No option which is intended to be an incentive stock option shall be
granted  more  than ten (10)  years  from  the date the Plan is  adopted  by the
Corporation  or the  date  the  Plan  is  approved  by the  stockholders  of the
Corporation, whichever is earlier.

         Dividends  on partly paid shares  issued to such option  holder  (other
than dividends in stock of the Corporation) shall be declared and paid only upon
the basis of the percentage of the total option price actually  received thereon
by the  Corporation.  Certificates for partly paid shares shall be registered in
the name of the option holder and shall, immediately upon issue, be delivered to
the  Corporation,  endorsed in blank by the option  holder or  accompanied  by a
separate  stock power so endorsed,  in pledge as security for the payment of the
unpaid balance of the option price. The certificates  issued to represent partly
paid shares shall state thereon the total amount of the consideration to be paid
therefor and the amount paid thereon.  The holder of an option  shall,  as such,
have none of the rights of a stockholder.

         (c)  Offset  Provisions.   If  the  Committee  so  determines  and  the
applicable  instrument  or  instruments  evidencing  the option so provide,  the
exercise of all or any part of an option  granted  under this Plan may result in
the reduction or  termination  of another  option granted under this Plan to the
extent so determined and provided.

         (d) Payment.  Payment for shares  purchased  upon exercise of an option
shall be made  either in full or  installments,  as shall be  determined  by the
Committee and provided in the applicable  instrument or  instruments  evidencing
such option.

         (e) Exercise  of  Option  The  shares  covered  by  option  may  not be
purchased earlier than one year after the date on which the option is granted.

         (f) Nontransferability of Options.  During an option holder's lifetime,
an option shall be exercisable  only by him or her and shall not be transferable
except for exercise as provided in paragraph (g) hereof.

         (g)  Termination  of  Employment.  Upon the  termination  of an  option
holder's  employment  for any  reason,  his or her  option  privileges  shall be
limited to the shares which were  immediately  purchasable  by him or her at the
date or such  termination,  and  such  option  privileges  shall  expire  unless
exercised within three months after the date of such termination,  but not later
than the date of expiration of the option. Upon the termination of employment as
a result  of the  death of the  option  holder,  his or her  option  privileges,
limited  to  shares  which  were  immediately  purchasable  at the  date of such
termination,  may be exercised by the executor or administrator of the estate of
the option  holder within three months after the date of such  termination,  but
not later than the date of expiration of any such option.

         (h) Annual Limits. No employee eligible to participate  herein shall be
granted incentive  options to purchase shares,  which said incentive options are
exercisable  during any one  calendar  year,  to the extent that the fair market
value of such  shares  (determined  at the time that the  options  are  granted)
exceeds  $100,000.  No  employee  shall be given  the  opportunity  to  exercise
inventive  stock  options  granted  hereunder  with respect to shares  valued in
excess of  $100,000 in any  calendar  year except to the extent that the options
shall have accumulated over a period in excess of one year.

7. Adjustment in Event of  Recapitalization.  In the event of a  reorganization,
recapitalization,  stock split, stock dividend,  combination of shares,  merger,
consolidation,  rights offering,  or any other change in the corporate structure
or  shares  of  the  Corporation,   the  Committee  shall  make  such  equitable
adjustment, if any, as it may deem appropriate, in the number and kind of shares
authorized  by this  Plan,  or in the  number,  option  price and kind of shares
covered by the options granted.

8.  Reallocation  of  Options.  Shares  covered by options  which  expire or are
terminated  for any  reason  prior to being  exercised  in full may,  within the
limitations of paragraph 2 above, be reallocated by the Committee.

9.  Governmental  Regulations.  The Plan,  and the grant and exercise of options
hereunder,  shall  be  subject  to  all  applicable,  rules  an  regulations  of
governmental or other authorities.

10.  Discontinuance  or  Amendment  of the  Plan.  The  Board of  Directors  may
discontinue  this Plan at any time,  any may amend it from time to time,  but no
amendment may, without further stockholder  approval,  increase the total number
of shares  which may be  purchased  under the Plan  other  than as  provided  in
paragraph 7, or extend the period during which options may be granted, or change
the class of employees to whom options may be granted, and no outstanding option
may be revoked, or altered in any manner unfavorable to the holder,  without the
consent of the holder.

11. Headings.  The headings  contained in this Plan are for  reference  purposes
only and shall not affect the meaning or interpretation of this Plan.

12. Severability.  If any provision of this Plan shall for any reason be held to
be invalid or  unenforceable,  such  invalidity  or  unenforceability  shall not
effect any other provision  hereby,  and this Plan shall be construed as if such
invalid or unenforceable provision were omitted.

13. Successors  and  Assigns.  This Plan  shall  inure to the  benefit of and be
binding upon each successor of the Corporation.  All obligations  imposed upon a
Participant,  and all rights  granted  to the  Corporation  hereunder,  shall be
binding upon the Participant's heirs, legal representatives and successors.

14. Entire  Agreement.  This  Plan  and  the  Agreement  constitute  the  entire
agreement with respect to the subject  matter hereof and thereof,  provided that
in the event of any inconsistency between the Plan and the Agreement,  the terms
and conditions of this Plan shall control.

15. Unfunded  Status of Plan. It is intended that the Plan be an "unfunded" plan
for  incentive  and deferred  compensation.  The  Committee  may  authorize  the
creation of trust or other  arrangements to meet the  obligations  created under
the Plan to deliver  Common  Stock or make  payments;  provided,  however,  that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.

16. Representation.  The   Committee  may  require  each  person  purchasing  or
receiving shares pursuant to an award to represent to and agree with the Company
in  writing  that such  person is  acquiring  the  shares  without a view to the
distribution  thereof.  The  certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfers.

17. No Additional  Obligation.  Nothing  contained in the Plan shall prevent the
Company  or  an  affiliate  from  adopting  other  or  additional   compensation
arrangements for its employees.

18. Controlling  Law. The Plan and all Awards made and actions taken  thereunder
shall  be  governed  by  and  construed  in  accordance  with  the  laws  of the
Commonwealth of Pennsylvania (other than its law respecting choice of law).

19. No Company Obligation.  Neither the Company,  nor any affiliate,  shall have
any duty or obligation to  affirmatively  disclose to an option holder or to any
other record or beneficial  holder of Common Stock or an of option,  and such an
option holder or other holder shall have no right to be advised of, any material
information  regarding the Company or an affiliate at any time prior to, upon or
in connection with the exercise of an award or the Company's  purchase of Common
Stock or an award from such  holder in  accordance  with the terms  hereof.  The
Company shall have no duty or obligation to register the shares of Common Stock.

20. Headings.  The headings  contained in this Plan are for  reference  purposes
only and shall not affect the meaning or interpretation of this Plan.

21. Severability.  If any provision of this Plan shall for any reason be held to
be invalid or  unenforceable,  such  invalidity  or  unenforceability  shall not
effect any other provision  hereby,  and this Plan shall be construed as if such
invalid or unenforceable provision were omitted.

22. Entire  Agreement.  This  Plan  and  the  agreement  constitute  the  entire
agreement with respect to the subject  matter hereof and thereof,  provided that
in the event of any inconsistency between the Plan and the agreement,  the terms
and conditions of this Plan shall control.

23. Effective Date of Plan. This Plan shall be amended and restated effective as
of June 15, 1998,  subject to the  approval  hereof by the  stockholders  of the
Corporation  not  later  than  June,  15,  1999.  If  the  stockholders  of  the
Corporation  do not  approve  the Plan by said date,  the Plan shall be null and
void and all options  granted  hereunder shall similarly by null and void and of
no further force or effect.  This Plan shall terminate on June, 15, 2008, unless
terminated earlier by the Board.