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                             AM COMMUNICATIONS, INC.

                             1999 STOCK OPTION PLAN
 1.       Purpose

          The purpose of the 1999 Stock Option Plan (referred to herein as the
 "Plan") of AM Communications, Inc. (the "Company") is to provide a means by
 which certain employees and directors of, and others providing services to or
 having a relationship with, the Company and its subsidiaries (as such term is
 defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the
 "Code")) may be given an opportunity to purchase common stock of the Company
 ("Common Stock"). The Plan is intended to promote the interests of the Company
 by encouraging stock ownership on the part of such individuals, by enabling the
 Company and its subsidiaries to secure and retain the services of highly
 qualified persons, and by providing such individuals with an additional
 incentive to advance the success of the Company and its subsidiaries.

2.       Administration

         The Plan shall be administered by a Committee consisting of not less
than two directors (the "Committee") to be appointed from time to time by the
Board of Directors. Membership on the Committee shall in any event be limited to
those members of the Board who are "Non-Employee Directors" as defined in the
regulations promulgated by the Securities Exchange Commission pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Committee shall have the power to select optionees, to establish the
number of shares and other terms applicable to each such option, to construe the
provisions of the Plan, and to adopt rules and regulations governing the
administration of the Plan. All power and authority granted hereunder to the
Committee may, at the discretion of the Board of Directors, be exercised by the
Board. The members of the Board of Directors or the Committee shall not be
liable for any action or determination made in good faith with respect to the
Plan or to any option granted pursuant thereto.

3.       Eligibility

         The persons who shall be eligible to participate in this Plan and
receive options hereunder shall be the Company's directors and such employees
and other individuals who provide services to or otherwise have a relationship
with the Company or its subsidiaries as the Committee shall from time to time
determine to be key individuals to the success of the Company.



                                 Exhibits 10-f


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4.       Allotment of Shares

         A maximum of Ten Million  (10,000,000)  authorized but unissued shares
of the Common Stock, $0.10 par value, of the Company will be allotted to the
Plan. Shares that by reason of the expiration of an option or otherwise are no
longer subject to purchase pursuant to an option granted under the Plan may be
re-optioned under the Plan.

5.       Effective Date and Term of Plan

         The effective date of the Plan is the date on which it is approved by
the affirmative vote of shareholders owning a majority of the Common Stock of
the Company. The Plan shall terminate on the tenth anniversary of its effective
date, but the Board of Directors may terminate the Plan at any time prior
thereto. Termination of the Plan shall not alter or impair, without the consent
of the optionee, any of the rights or obligations of any option theretofore
granted under the Plan.

6.        Terms and Conditions

          A.      All Options

                  Stock options granted pursuant to this Plan shall be evidenced
by agreements in such form as the Committee shall from time to time approve.
Nothing in this Plan or any option granted hereunder shall govern the employment
rights and duties between the optionee and the Company or subsidiary. Neither
this Plan, nor any grant or exercise pursuant thereto, shall constitute an
employment agreement among such parties. The following shall also apply to all
options granted under the Plan:

                   (i)      Option Price

                            The option price per share for each stock option
                   shall be determined by the Committee, consistent with the
                   provisions of this Plan.

                   (ii)     Time of Exercise of Option

                            Except as otherwise set forth herein, the Committee
                   shall establish the option period and time or times within
                   the option period when the stock option may be exercised in
                   whole or in such parts as may be specified from time to time
                   by the Committee. No option shall be exercisable until after
                   the expiration of six months from the date of grant. With
                   respect to an optionee whose employment with the Company is
                   about to terminate (for whatever reason), the Committee may
                   in its discretion accelerate the time or times when any
                   particular stock option held by said optionee may be so
                   exercised so that such time or times are earlier than those




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                                  Exhibits 10-f


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                   originally provided in said option. In all cases exercise of
                   a stock option granted to an employee shall be subject to the
                   provisions of Section 6A(v).

                   (iii)    Payment and Manner of Exercise

                            The entire option price shall be paid at the time
                   the option is exercised. To the extent that the right to
                   purchase shares has accrued hereunder, options may be
                   exercised from time to time by written notice to the Company
                   stating the full number of shares with respect to which the
                   option is being exercised and the time of delivery thereof,
                   in accordance with such administrative procedures as may from
                   time to time be specified by the Committee. Such notice of
                   exercise shall be accompanied by full payment for the shares
                   by: (1) certified or official bank check or the equivalent
                   thereof acceptable to Company; (2) by tendering to the
                   Company shares of Common Stock, or requesting the Company to
                   accept shares to be acquired by exercising the option, having
                   an aggregate fair market value, determined by the Company at
                   the date of payment, equal to the option price; or (3) any
                   combination of the foregoing. Upon exercise, the Company
                   shall deliver to the optionee (or other person entitled to
                   exercise the option), at the principal office of the Company,
                   or such other place as shall be mutually agreed upon, a
                   certificate or certificates for such shares; provided,
                   however, that the time of delivery may be postponed by the
                   Company for such periods as may be required for it with
                   reasonable diligence to comply with any requirements of law;
                   and provided further that in the event the Common Stock
                   issuable upon exercise is not registered under the Securities
                   Act of 1933 (the "Act"), then the Company may require that
                   the registered owner deliver an investment representation in
                   form acceptable to the Company and its counsel and the
                   Company will place a legend on the certificate for such
                   Common Stock restricting the transfer of same. There shall be
                   no obligation or duty for the Company to register under the
                   Act at any time the Common Stock issuable upon exercise of
                   the options. If the optionee (or other person entitled to
                   exercise the option) fails to accept delivery, the optionee's
                   payment shall be returned and the right to exercise the
                   option with respect to such undelivered shares shall be
                   terminated.

                   (iv)     Non-Transferability of Option

                            An option by its terms shall not be transferable by
                   the optionee otherwise than by will or by the laws of
                   descent and distribution.

                   (v)      Rights after Termination of Employment

                            In the event of termination of employment due to any
                   cause other than death or disability, rights to exercise the
                   stock option shall terminate three months following cessation
                   of employment. In the event of termination of employment due
                   to disability (within the meaning of Section 22(e)(3) of the
                   Code) or death, such

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                                 Exhibits 10-f

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                   optionee or executor, administrator or devisee of an
                   optionee, shall have the right to exercise such option (to
                   the extent otherwise exercisable) at any time within one year
                   after cessation of employment by reason of such disability or
                   death.

                   (vi)     Effect of Termination of Directorship

                            An option granted to a director shall not be
                   affected solely due to the fact that the holder ceases, for
                   whatever reason, to serve on the Board of Directors.

                   (vii)    Adjustment in Event of Recapitalization of the
                            Company

                            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 Company, the Board of
                   Directors shall make such adjustment as it may deem equitably
                   required, in the number and kind of shares authorized by and
                   for the Plan, in the number and kind of shares covered by the
                   options granted, and in the option price.

                   (viii)   Change in Control

                           Notwithstanding any other provision of this Plan, if
                   there is a Change in Control of the Company, all then
                   outstanding stock options shall immediately become
                   exercisable. For purposes of this Section (viii), a "Change
                   in Control" shall be deemed to have occurred in the event of
                   a change in control of the Company which would be required to
                   be reported in response to Item 1 of Form 8-K promulgated
                   under the Exchange Act; provided that a Change in Control
                   shall in no event be deemed to have occurred for the purposes
                   hereof solely due to the grant of voting rights (including by
                   the entering into of a voting trust), or the termination or
                   modification of such grant of voting rights, by any
                   individual who, at the time of adoption of this Plan, owns in
                   excess of 30% of the Common Stock of the Company.

          B.      Non-Qualified Stock Options

                  The Committee may, in its discretion, grant options under the
Plan which, in whole or in part, do not qualify as incentive stock options under
Section 422 of the Code ("Non-Qualifying Options"). The terms and conditions of
the Non-Qualifying Options shall be governed by Section 6A above.

          C.      Incentive Stock Options

                  The Committee may, in its discretion, grant options under the
Plan which qualify, in whole or in part, as incentive stock options under
Section 422 of the Code. In addition to the terms


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                                  Exhibits 10-f


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and conditions set forth in Section 6A above, the following terms and conditions
shall govern any incentive stock option issued under the Plan:

                   (i)      Maximum Fair Market Value of Incentive Stock Options

                            No optionee may have incentive stock options which
                   become exercisable for the first time in any calendar year
                   (under all incentive stock option plans of the Company and
                   its subsidiary corporations) with an aggregate fair market
                   value (determined as of the time such option is granted) in
                   excess of One Hundred Thousand Dollars ($100,000).

                   (ii)     Option Price

                            The option price per share for each incentive stock
                   option shall be 100% of the fair market value of the Common
                   Stock on the date the option is granted; except, in the case
                   of the grant to an optionee who owns Common Stock of the
                   Company possessing more than 10% of the total combined voting
                   power of all classes of stock of the Company or its
                   subsidiaries, the option price of such option shall be at
                   least 110% of the fair market value of the Common Stock on
                   the date the option is granted. The fair market value shall
                   be determined as prescribed by the Code and regulations
                   promulgated thereunder.

                   (iii)    Period of Option

                            Each incentive option shall expire ten years from
                   the date it is granted or at the end of such shorter period
                   as may be designated by the Committee on the date of grant;
                   except, in the case of the grant of an incentive stock option
                   to an optionee who owns Common Stock of the Company
                   possessing more than 10% of the total combined voting power
                   of all classes of stock of the Company or its subsidiaries,
                   such option shall not be exercisable after the expiration of
                   five years from the date it is granted.

                   (iv)     Eligible Participants

                            Incentive stock options may be issued only to
                   employees of the Company or its parent or subsidiary
                   corporation or corporations.


7.       Amendment of Plan

         The Board, within its discretion, shall have authority to amend the
Plan and the terms of any option issued hereunder; provided, that no such action
of the Board of Directors, without the approval of the Shareholders of the
Company, shall:

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                                  Exhibits 10-f


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                   (a) materially increase the benefits accruing to optionees
                   under the Plan;

                   (b) increase the number of securities which may be issued
                   under the Plan; or

                   (c) materially modify the requirements as to eligibility for
                   participation under the Plan.



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                                 Exhibits 10-f