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                                                                   EXHIBIT 10.11

                           SECOND AMENDED AND RESTATED
                            2000 STOCK OPTION PLAN OF
                            GLOBAL TELESYSTEMS, INC.

                            (AS OF DECEMBER 20, 2000)


1. PURPOSES OF THE PLAN. The purposes of the 2000 Stock Option Plan of Global
TeleSystems, Inc. are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentives to
Employees of the Company and its Parent or Subsidiaries, and to promote the
success of the business of the Company and its Parent or Subsidiaries. Each
Option granted hereunder shall be a Nonstatutory Stock Option. This 2000 Stock
Option Plan of Global TeleSystems, Inc. is intended to have broadly based
eligibility criteria in compliance with the rules, policies and procedures of
the applicable stock exchanges on which GTS is listed.

2. DEFINITIONS. As used herein, and in any Option granted hereunder, the
following definitions shall apply:

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

      (b) "Cause" shall have the definition set forth in the Option Agreement
relating to a particular Option, or, in the absence of such a definition, shall
mean

            (i) failure to follow a lawful order of the Board, the Chief
      Executive Officer of the Company or the Optionee's supervisor(s), after
      notice and reasonable opportunity for cure,

            (ii) fraud, embezzlement, or any other similar illegal act committed
      by the Optionee in connection with the Optionee's duties as an Employee of
      the Company,

            (iii) conviction of any felony or crime involving moral turpitude
      which causes or may reasonably be expected to cause substantial economic
      injury to or substantial injury to the reputation of the Company or any
      subsidiary or affiliate of the Company, or

            (iv) willful or grossly negligent commission of any other act or
      failure to act which causes or may reasonably be expected (as of the time
      of such occurrence) to cause substantial economic injury to or substantial
      injury to the reputation of the Company, including, without limitation,
      any material violation of the Foreign Corrupt Practices Act.

      (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (d) "Common Stock" shall mean the Common Stock of GTS, par value $.10 per
share.
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      (e) "Company" shall mean GTS, any Parent, Subsidiary or affiliate of GTS,
and except as provided in Section 11 below, any successors in interest to GTS or
such Parent, Subsidiary or affiliate.

      (f) "Committee" shall mean the Compensation Committee of the Board, the
Senior Executive Compensation Committee of the Board, or such other Stock Option
Committee appointed by the Board in accordance with Section 4 of the Plan. If
the Board does not appoint or ceases to maintain a Committee, the term
"Committee" shall refer to the Board.

      (g) "Continuous Employment" shall mean the absence of any interruption or
termination of service as an Employee, independent contractor or director with
the Company. For purposes of the preceding sentence, service shall not be
considered interrupted during any period of vacation, sick leave, military leave
or any other absence approved by the Board and shall not be considered
terminated as a result of a transfer between locations within the Company. The
effect of a Company-approved leave of absence, including the above-listed
absence periods other than approved and paid vacation time, of greater than 14
(fourteen) calendar days on the terms and conditions of an Option, specifically
on the vesting period, shall be determined by the Plan Administrator, in its
sole discretion.

      (h) "Director" shall mean any person serving on the Board of Directors of
the Company or analogous governing body in the case of entities organized in
jurisdictions outside the United States.

      (i) "Employee" shall mean any person, including any officer (whether or
not he or she is a director of the Company), employed by the Company.

      (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      (k) "Family" means the child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Optionee,
including adoptive relationships, or a domestic partner sharing the Optionee's
household.

      (l) "Family Trust" means a trust in which members of the Optionee's Family
have more than 50% of the beneficial interest, a foundation in which members of
the Optionee's Family (or the Optionee) control the management of assets, and
any other entity in which member(s) of the Optionee's family (or the Optionee)
own more than 50% of the voting interests.

      (m) "GTS" shall mean Global TeleSystems, Inc., a Delaware corporation, and
except as provided in Section 11 below, its successors in interest.

      (n) "Non-Employee Director" shall mean a "non-employee director" of GTS
within the meaning of Rule 16b-3 promulgated under the Exchange Act who is an
"outside director" for purposes of Section 162(m) of the Code.

      (o) "Nonstatutory Stock Option" shall mean any Option granted under the
Plan that is not an incentive stock option.

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      (p) "Option" shall mean a stock option granted pursuant to the Plan.

      (q) "Option Agreement" shall mean a written agreement between the Company
and the Optionee or the Trust regarding the grant and exercise of Options to
purchase Shares and the terms and conditions thereof as determined by the
Committee pursuant to the Plan.

      (r) "Optioned Shares" shall mean the Common Stock subject to an Option.

      (s) "Optionee" shall mean an Employee, independent contractor or director
who receives an Option under the Plan, either directly or as a beneficiary of
the Trust.

      (t) "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

      (u) "Plan" shall mean this 2000 Stock Option Plan of GTS.

      (v) "Registration Date" shall mean February 5, 1998, the effective date of
the first registration statement filed by GTS, pursuant to Section 12(g) of the
Exchange Act, with respect to any class of equity securities.

      (w) "Securities Act" shall mean the Securities Act of 1933, as amended.

      (x) "Share" shall mean a share of the Common Stock of GTS, as adjusted in
accordance with Section 11 of the Plan.

      (y) "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      (z) "Trust" shall mean the GTS Employee Stock Option Plan Trust, as may be
amended from time to time.

      (aa) "Trustee" shall mean the trustee of the Trust, as may be designated
from time to time in accordance with the terms and provisions of the Trust.

3. STOCK SUBJECT TO THE PLAN. (a) Without limiting the application of Section 11
of the Plan, the maximum aggregate number of Shares which may be subject to
Options and sold under the Plan is the greater of ten million (10,000,000)
Shares or 10% of the total number of Shares outstanding at the time of the grant
of such Options or on any other relevant date. If an Option is surrendered to
the Company for cash or other consideration (including Shares withheld in
payment of taxes relating to awards or in payment of the exercise price of
Options), or if an Option expires, terminates, or is terminated or becomes
unexercisable for any reason without having been exercised in full, the Shares
that were subject to the unexercised portion of such Option and the Shares
surrendered to the Company shall become available for future Option grants under
the Plan, unless the Plan shall have been terminated. The Shares underlying
Option grants hereunder may be issued from authorized but unissued, treasury, or
reacquired Common Stock.

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      (b) The Committee may adopt reasonable counting procedures to ensure
appropriate counting, avoid double counting and make adjustments if the number
of Shares actually delivered differs from the number of Shares previously
counted in connection with an award.

4. ADMINISTRATION OF THE PLAN.

      (a) Procedure. (i) The Plan shall be administered by the Board. The Board
may appoint a Committee consisting of not less than two members of the Board to
administer the Plan, subject to the direction of the Board and such terms and
conditions as the Board may prescribe. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. In the discretion of
the Board, the Committee may be comprised of members each of whom qualifies as a
Non-Employee Director.

            (ii) From time to time, the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies,
however caused, and remove all members of the Committee and, thereafter,
directly administer the Plan. Members of the Board or Committee who are either
eligible for Options or have been granted Options (either directly or as a
beneficiary of the Trust) may vote on any matters affecting the administration
of the Plan or the grant of Options pursuant to the Plan, except that no such
member shall act upon the granting of an Option to such member (either directly
or as a beneficiary of the Trust) but any such member may be counted in
determining the existence of a quorum at any meeting of the Board or the
Committee during which action is taken with respect to the granting of an Option
to such member (either directly or as a beneficiary of the Trust).

            (iii) The Committee shall meet at such times and places and upon
such notice as the Chairperson determines. A majority of the Committee shall
constitute a quorum. Any acts by the Committee may be taken at any meeting at
which a quorum is present and shall be by majority vote of those members
entitled to vote. Additionally, any acts reduced to writing or approved in
writing by all of the members of the Committee shall be valid acts of the
Committee.

      (b) Procedure After Registration Date. After the Registration Date, the
Board shall take all action necessary to administer the Plan in accordance with
the then effective provisions of Rule 16b-3 promulgated under the Exchange Act,
provided that any amendment to the Plan required for compliance with such
provisions shall be made in accordance with Section 13 of the Plan.

      (c) Powers of the Committee. Subject to the provisions of the Plan, the
Committee shall have discretionary authority: (i) to determine the exercise
price of Options to be granted; (ii) the persons (including the Trust) to whom
and the time or times at which Options shall be granted, the number of Shares to
be represented by each Option and the time periods during which the Option may
be exercised; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind
rules and regulations relating to the Plan; (v) to establish the terms and
conditions of each Option granted under the Plan (which terms and conditions
need not be identical in any two Options) and, with the consent of the holder
thereof, to modify or amend any Option; (vi) to authorize any person to execute
on behalf of the Company any instruments required to effect the grant of an
Option

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awarded by the Committee; (vii) to accelerate the vesting or extend the exercise
period of an Option, or (with the consent of an Optionee) to defer the vesting
or shorten an exercise period of any Option; and (viii) to make all other
determinations deemed necessary or advisable for the administration of the Plan.

      (d) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and binding on all potential or
actual Optionees, any other holder of an Option or other equity security of the
Company and all other persons. In any controversy regarding the administration
of the Plan, any arbitrator or court reviewing any decision, determination or
interpretation by the Committee shall not set aside or modify such decision,
determination or interpretation unless it is arbitrary, capricious or clearly
contrary to the terms of the Plan.

5. ELIGIBILITY.

      (a) Persons Eligible to Participate. Options under the Plan may be granted
only to (i) Employees; (ii) the Trust for the benefit of Employees; (iii)
independent contractors performing services for the Company, whom the Committee
may designate from time to time; and (iv) Directors of the Company. Each
Employee in certain jurisdictions, as designated by the Committee from time to
time, must be a beneficiary of the Trust in order to be a participant under this
Plan. An Optionee who has been granted an Option may receive an additional
Option or Options, if he or she is otherwise eligible for such grant. Such
additional Option or Options may be granted to the Trust for the benefit of such
eligible Optionee.

      (b) No Right to Continuing Employment or Service. Neither the
establishment nor operation of the Plan or the Trust shall confer upon any
Optionee or any other person any right with respect to continuation of
employment or other service with the Company, nor shall the Plan or the Trust
interfere in any way with the right of the Optionee or other person or the right
of the Company to terminate such employment or service at any time.

6. TERM OF PLAN. This 2000 Stock Option Plan shall become effective upon its
adoption by the Board. The Plan shall continue until October 20, 2010 unless
sooner terminated under Section 11 or 13 of the Plan.

7. TERM OF OPTION. Unless the Committee determines otherwise, at the time of the
grant of an Option, the term of each Nonstatutory Stock Option granted under the
Plan shall be 10 years from the date of grant. No Option shall be exercisable
after the expiration of its term. In all cases the terms of an Option shall be
set forth in the Option Agreement.

8. OPTION PRICE, CONSIDERATION AND RESTRICTIONS.

      (a) Option Price. Except as provided in subsection 8(b), the exercise
price of an Option or purchase price for the Shares to be issued pursuant to the
exercise of an Option, shall be such price as is determined by the Committee at
the time the Option is granted. The consideration to be paid for the Shares to
be issued upon exercise of an Option shall be payment in cash, by check, or with
Shares of the Company's Common Stock that have been held by the Optionee for at
least six months and have a fair market value at least equal to the Option
price. The

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Committee may also, in its discretion, authorize at the time of the grant of the
Option payment in some other consideration or method (such as by promissory
note) for the issuance of Shares as may be permitted under Section 157 of the
General Corporation Law of the State of Delaware. Any cash or other property
received by the Company from the sale of Common Stock pursuant to the Plan shall
constitute part of the general assets of the Company.

      (b) Code Section 162(m). The maximum number of Shares subject to Options
that may be granted during any calendar year under the Plan to any executive
officer or other Employee whose compensation is or may be subject to Code
Section 162(m) is 3,000,000 shares (subject to adjustment as provided in Section
11 hereof).

9. EXERCISE OF OPTION.

      (a) Vesting Period. Any Option granted hereunder shall be exercisable at
such times and under such conditions as determined by the Committee and as shall
be permissible under the terms of the Plan, which times and conditions shall be
specified in the Option Agreement evidencing the grant of the Option. Unless the
Committee specifically determines otherwise in the Option Agreement, each Option
shall vest and become exercisable, cumulatively, by an Optionee or by the Trust
on behalf of an Optionee, to the extent of (i) one-third of the Optioned Shares
on the first anniversary of the date on which the Option is granted and (ii) an
additional one-thirty-sixth of the Optioned Shares each month commencing one
full month following the first anniversary of the date on which the Option is
granted, and as of each additional full month thereafter until and including the
third anniversary of the date on which the Option is granted, at which time 100%
of the Optioned Shares shall be vested, subject to the Optionee's Continuous
Employment. An Option may not be exercised for fractional Shares or for less
than 10 Shares.

      (b) Exercise Procedures. An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Option Agreement by an Optionee or by the Trust on behalf of an
Optionee and full payment for the Shares with respect to which the Option is
exercised has been received by the Company. As soon as administratively
practicable following the exercise of an Option in the manner set forth above,
the Company shall issue or cause its transfer agent to issue stock certificates
representing the Shares purchased. Until the issuance of such stock certificates
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Optioned
Shares notwithstanding the exercise of the Option. Except as provided in Section
11 below, no adjustment will be made for a dividend or other rights for which
the record date occurs prior to the date the stock certificates are issued.

      (c) Exercise of Option with Stock, by Cashless Exercise or Net of Exercise
Price. The consideration to be paid for the Shares to be issued upon exercise of
an Option shall be made (i) in cash or in cash equivalents; (ii) through the
tender to the Company of Shares, which Shares shall be valued at fair market
value, for purposes of determining the extent to which the Option price has been
paid thereby, as provided below, and which Shares have been held by the Optionee
for at least six months; (iii) by delivering a written direction to the Company
that the Option be exercised pursuant to a "cashless" exercise/sale procedure
(pursuant to which funds to pay for exercise of the Option are delivered to the
Company by a broker upon receipt of stock

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certificates from the Company) or a cashless exercise/loan procedure (pursuant
to which the Optionee would obtain a margin loan from a broker to fund the
exercise) through a licensed broker acceptable to the Company whereby the stock
certificate or certificates for the Shares for which the Option is exercised
will be delivered to such broker as the agent for the person exercising the
Option and the broker will deliver to the Company cash (or cash equivalents
acceptable to the Company) equal to the option price for the Shares purchased
pursuant to the exercise of the Option, plus the amount (if any) of federal and
other taxes that the Company, may, in its judgment, be required to withhold with
respect to the exercise of the Option; or (iv) by a combination of the methods
described in (i), (ii) and (iii). Shares of the Company's Common Stock so
delivered shall be valued at their fair market value at the close of the last
business day immediately preceding the date of exercise of the Option, as
determined by the Committee. Any balance of the Option price shall be paid in
cash.

     (d) Termination of Status as Employee, Contractor or Director. (i) If an
Optionee shall cease to be an Employee, independent contractor or director of
the Company for any reason other than permanent and total disability (within the
meaning of Section 22(e)(3) of the Code as determined in the sole discretion of
the Committee), retirement, death or, in the case of an Employee or independent
contractor, involuntary termination for "cause," such individual's Option
(irrespective of whether such Option has been transferred to the Trust) shall
automatically terminate 90 days following the date he or she ceases to be an
Employee, independent contractor or director of the Company, unless the
Committee, in its discretion, determines to provide a different post-termination
exercise period under the Option Agreement with respect to such Option or any
amendment thereto (which period shall in no event extend beyond the term of the
relevant Option).

         (ii) If an Optionee's employment or service as an independent
contractor of the Company is terminated involuntarily by the Company for Cause
(as defined in this Plan), such individual's Option (irrespective of whether
such Option has been transferred to the Trust) shall automatically terminate on
the date he or she ceases to be an Employee or independent contractor of the
Company, unless the Committee, in its discretion, determines to provide a
different post-termination exercise period (which shall in no event extend
beyond the term of the relevant Option). Prior to such termination of the
Option, the Optionee or the Trust on behalf of an Optionee may exercise such
Option to the extent that the Optionee or the Trust on behalf of an Optionee was
entitled to exercise on the exercise date, subject to the condition that no
Option shall be exercised after the expiration of the term of the Option.

      (e) Disability of Optionee. In the event of the permanent and total
disability (within the meaning of Section 22(e)(3) of the Code as determined in
the sole discretion of the Committee) during the term of the Option of an
Optionee who is at the time of such disability, an Employee, independent
contractor or Director of the Company and who was in Continuous Employment as
such from the date of the grant of the Option until the date of disability or
termination, the Option may be exercised at any time within one year following
the date of disability, unless the Committee, in its discretion, determines to
provide a different post-termination exercise period under the Option Agreement
with respect to such Option or any amendment thereto, but only to the extent
that the Optionee or the Trust was entitled to exercise the Option at the time
of the termination or disability, whichever comes first, unless otherwise
determined by the Committee

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in its discretion, and subject to the condition that no Option shall be
exercised after the expiration of the term of the Option.

      (f) Retirement of Optionee. In the event of the retirement during the
Option period of an Optionee who is at the time of such retirement an Employee
and who was in Continuous Employment as such from the date of the grant of the
Option until the date of the retirement, the Option may be exercised by the
Optionee or the Trust on behalf of an Optionee at any time within one year
following the retirement date, unless the Committee, in its discretion,
determines to provide a different post-termination exercise period under the
Option Agreement with respect to such Option or any amendment thereto, but only
to the extent that the Optionee or the Trust was entitled to exercise the Option
at the time of the Optionee's retirement, unless otherwise determined by the
Committee in its discretion, and subject to the condition that no Option shall
be exercised after the expiration of the Option period. For purposes of this
Section 9, the term "retirement" shall mean voluntary termination of employment
by an Employee who is at least age 55 and who has completed five years of
employment with the Company.

      (g) Death of Optionee. In the event of the death during the term of the
Option of an Optionee who is at the time of his or her death an Employee,
independent contractor or Director of the Company and who was in Continuous
Employment as such from the date of the grant of the Option until the date of
death, the Option may be exercised for a period up to one year following the
date of death, unless the Committee, in its discretion, determines to provide a
different post-termination exercise period under the Option Agreement with
respect to such Option or any amendment thereto, at any time prior to the
expiration of the term of the Option, by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest, inheritance or
otherwise as a result of the Optionee's death, or by the Trust for the benefit
of such estate or person, but only to the extent that the Optionee or Trust was
entitled to exercise the Option at the time of the death, unless otherwise
determined by the Committee in its discretion, and subject to the condition that
no Option shall be exercised after the expiration of the Option period. If the
Option Agreement permits, the Optionee may designate a beneficiary who may (i)
exercise an Option pursuant to this section, or (ii) receive Shares issued
pursuant to the exercise of an Option where the death of an Optionee occurs
between the date on which the Optionee exercises the Option and the date the
Company issues the Shares.

      (h) Tax Withholding. Throughout the term of the Option, and upon each
exercise of the Option, Optionee agrees to make appropriate arrangements
acceptable to the Company for satisfaction of any applicable national, federal,
state or local income and employment tax withholding requirements related to the
ownership or exercise of the Option or as provided in the Plan. When an Optionee
or the Trust on behalf of an Optionee is required to pay to the Company an
amount with respect to income or employment tax withholding obligations in
connection with the exercise of an Option granted under the Plan, the Optionee
or the Trust on behalf of an Optionee may elect, prior to the date the amount of
such withholding is determined (the "Tax Date") to make such payment, or such
increased payment as the Optionee or the Trust on behalf of an Optionee elects
to make up to the maximum national, federal, state and local marginal tax rates
(including any related obligation under the Federal Insurance Contribution Act
or national social insurance scheme) applicable to the Optionee and the
particular transaction, by (i) delivering cash, cashier's check or certified
check; (ii) delivering part or all of the payment in whole shares of Common
Stock (whether or not acquired through the prior exercise of a stock

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option) previously owned by the Optionee for at least six months prior to the
exercise of the Option, which previously owned Shares shall be valued at fair
market value, as may be determined by the Committee, for purposes of the
withholding required or elected to be paid; or (iii) subject to the consent of
the Committee, irrevocably directing the Company to withhold from the Shares
that would otherwise be issued upon exercise of the Option that number of whole
Shares having a fair market value equal to the amount of tax required or elected
to be withheld (a "Withholding Election"); or (iv) any combination of the
foregoing. If an Optionee's Tax Date is deferred beyond the date of exercise and
the Optionee or the Trust on behalf of an Optionee makes a Withholding Election,
the Optionee or the Trust on behalf of an Optionee will receive the full amount
of Shares otherwise issuable upon exercise of the Option minus the number of
Shares necessary to satisfy the minimum withholding requirements measured on the
date the Option is exercised (or such higher payment as the Optionee or the
Trust may have elected to make) with adjustments to be made in cash after the
Tax Date. Any adverse consequences incurred by an Optionee with respect to his
or her participation in the Plan or the Trust, the use of Shares to pay any part
of the Option price or income or employment tax arising in connection with the
exercise of an Option shall be the sole responsibility of the Optionee or Trust,
unless otherwise determined by the Committee. The Company does not warrant or
represent to the Optionee any tax consequence of any transaction under this Plan
or the Trust.

10. NON-TRANSFERABILITY OF OPTIONS AND SHARES OF COMMON STOCK.

      (a) Options. (i) An Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent and distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee. Notwithstanding the preceding sentence,
(i) an Optionee who is eligible to participate in the Trust may be required to
transfer or direct the Company to transfer Nonstatutory Stock Options or
Optioned Shares to the Trust, subject to the terms and conditions of this Plan
and the Trust, and (ii) to the extent authorized by the Committee in its
discretion, taking into account any factors the Committee deems relevant,
including without limitation, the conclusion that such transfer does not result
in accelerated taxation and is otherwise appropriate and desirable, the
conclusion that all the conditions of an Option's exercisability and vesting
have been met, or any state, federal, or national tax or securities laws or
regulations applicable to transferable Options, an Optionee may transfer not for
value all or part of an Option to a Family member or a Family Trust (as defined
herein) in connection with Optionee's estate planning, or to a former spouse
under a domestic relations order (or equivalent) in settlement of marital
property rights, provided that the transferee shall enter into a written
agreement to be bound by the terms of the Plan and the Option Agreement and any
subsequent transfer of the Option shall be subject to the transfer restrictions
set out in this Plan. A transfer under a domestic relations order in settlement
of marital property rights, or to an entity in which more than 50% of the voting
interests are owned by Family members (or the Optionee) in exchange for an
interest in that entity, shall be considered to be "not for value" for this
purpose.

      (b) Shares of Common Stock. The Committee may impose such other
restrictions on Shares issued under this Plan as it deems advisable. The
certificates representing the Optioned Shares shall bear a legend which shall
give notice of such restrictions.

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11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

      (a) Subject to any required action by the shareholders of the Company, the
number of Shares of Common Stock covered by each outstanding Option and the per
share price thereof in each such Option, shall be proportionately adjusted for
any increase or decrease in the number of issued Shares of Common Stock
resulting from a stock split, reverse stock split, combination,
reclassification, the payment of a stock dividend on the Common Stock or any
other increase or decrease in the number of such Shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Committee, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect (and no adjustment by reason thereof shall
be made with respect to) the number or price of Shares subject to an Option.

      (b) The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the number or class of securities
covered by any Option, as well as the price to be paid therefor, in the event of
the Company's effecting one or more reorganizations, recapitalizations, rights
offerings, spin-offs, or other increases or reductions of the number of Shares
of its outstanding Common Stock, or in the event of the Company's being
consolidated with or merged into any other corporation.

      (c) Unless otherwise determined by the Committee, upon the dissolution or
liquidation of the Company, or upon a merger, consolidation or reorganization of
the Company with one or more other corporations in which the Company is not the
surviving corporation, or upon a sale of all or substantially all of the assets
of the Company to another corporation, or upon any transaction (including,
without limitation, a merger or reorganization in which the Company is the
surviving corporation) approved by the Board which results in any person or
entity owning 80% or more of the combined voting power of all classes of stock
of the Company, the Plan and all Options outstanding hereunder shall terminate,
except to the extent provision is made in writing in connection with such
transaction for the continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution for such Options of new
options covering the stock of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and Options theretofore granted shall
continue in the manner and under the terms so provided. Except as otherwise
provided in the Option Agreement with respect to such Option, in the event of
any such termination of the Plan, each person holding an Option shall have the
right (subject to the general limitations on exercise set forth herein),
immediately prior to the occurrence of such termination and during such period
occurring prior to such termination as the Committee in its sole discretion
shall determine and designate, to exercise such Option in whole or in part, and
the exercisability of each outstanding Option shall be accelerated so that the
Optionee and the Trust may within such period exercise up to the entire
unexercised portion of their respective Options. The Committee shall send
written notice of an event that will result in such a termination to the Trust
and all persons who hold Options not later than the time at which the Company
gives notice thereof to its stockholders and, in any event, not less than 10
days before such event. Upon the occurrence of any such event, any Option not
exercised prior thereto shall terminate.

                                      -10-
<PAGE>   11
12. TIME OF GRANTING OPTIONS. Unless otherwise specified by the Committee or as
may be required by applicable law, regulation or rule (including rules of stock
exchanges or other self-regulatory organizations), the date of grant of an
Option under the Plan shall be the date on which the Committee makes the
determination to grant such Option or, if later, the date on which are satisfied
any conditions precedent to such grant. As soon as reasonably practicable after
the Committee makes its determination regarding the grant of an Option, the
Committee shall notify the person or class of persons who are the recipients of
the grant.

13. AMENDMENT AND TERMINATION OF THE PLAN. The Board or its designee may amend
or terminate the Plan from time to time in such respects as the Board or such
designee may deem advisable, except that amendments or modifications to the Plan
shall be subject to shareholder approval to the extent required by applicable
law, regulation or rule (including rules of stock exchanges or other
self-regulatory organizations). Any amendment or termination of the Plan shall
not adversely affect any Option already granted without the relevant Optionee's
consent; and if no such consent is secured such Option shall remain in full
force and effect as if the Plan had not been amended or terminated.

14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with respect
to an Option granted under the Plan unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance. As a condition to the exercise of an Option, the Company may
require the Optionee to represent and warrant, at the time of any such exercise,
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.

15. RESERVATION OF SHARES. During the term of this Plan, the Company will at all
times reserve and keep available the number of Shares as shall be sufficient to
satisfy the requirements of the Plan. Inability of the Company to obtain from
any regulatory body having jurisdiction and authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder
shall relieve the Company of any liability in respect to the nonissuance or sale
of such Shares as to which such requisite authority shall not have been
obtained.

16. INFORMATION TO OPTIONEE. During the term of any Option granted under the
Plan, the Company shall provide or otherwise make available to each Optionee and
the Trust a copy of its annual report to shareholders and financial information
which is provided to its shareholders in accordance with the provisions of the
Company's Bylaws and applicable law.

17. OPTION AGREEMENT. All Options granted under the Plan shall be evidenced by
Option Agreements.

18. BEST PAYMENTS. Except as otherwise determined by the Committee, if the gross
amount of any payment or benefit under the Plan, either separately or in
combination with any other

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<PAGE>   12
payment or benefit payable by the Company or pursuant to a plan of the Company
would constitute a parachute payment within the meaning of Code Section 280G,
then the total payments and benefits accrued and payable under this Plan shall
not exceed the amount necessary to maximize the amount received by the Optionee
after payment of all employment, income and excise taxes imposed on the Optionee
with respect to such payments and benefits. The Optionee may elect, by written
notice to the Committee, which items of compensation, if any, shall be reduced
so as to meet the requirements of the preceding sentence. If there is a dispute
between the Company and the Optionee regarding (i) the extent, if any, to which
any payments or benefits to the Optionee are parachute payments or excess
parachute payments, under Code Section 280G, (ii) the base amount of such
Optionee's compensation, under Code Section 280G, or (iii) the status of such
Optionee as a disqualified individual, under Code Section 280G, such dispute
shall be resolved as provided in Section 19 below. Within 30 days of the
Optionee's receiving notice of (a) a change of control of the Company within the
meaning of Code Section 280G or (b) the Optionee's termination of service with
the Company or the Company's receiving notice of such termination, either the
Optionee or the Company may request, in accordance with Section 19 below, (a) a
determination of the amount of any parachute payment, excess parachute payment,
or base amount of compensation, or (b) a determination of the reduction
necessary to maximize the amount receivable by the Optionee as described above.
Any fees, costs or expenses incurred by the Optionee or the Trust in connection
with such determinations shall be paid by the Optionee.

19. MANDATORY ARBITRATION. Any dispute arising out of or relating to this Plan
or any Option Agreement shall be resolved solely by arbitration before one
arbitrator in accordance with the Employee Benefit Plan Claim Rules of the
American Arbitration Association. The location of the arbitration proceeding
shall be in Arlington, Virginia, unless otherwise specified by GTS. Judgment on
the award rendered by the arbitrator may be entered in any court having
jurisdiction. Each party to any dispute regarding the Plan or an Option
Agreement shall pay the costs and fees (including attorneys' fees) of presenting
his, her or its case in arbitration. All other costs of arbitration, including
the costs of any transcript of the proceedings, administrative fees and the
arbitrator's fees, shall be borne equally by the parties. All statutes of
limitation which would otherwise be applicable shall apply to any arbitration
proceeding. The provisions of this Section 19 are exclusive for all purposes and
applicable to any and all disputes arising out of or relating to the Plan or any
Option Agreement. The arbitrator who hears and decides any dispute shall have
jurisdiction and authority to award only compensatory damages to make whole a
person or entity sustaining foreseeable economic loss, and shall not have
jurisdiction or authority to make any other award of any type, including,
without limitation, punitive damages, unforeseeable economic damages, adverse
tax consequences, damages for pain, suffering or emotional distress, or any
other kind or form of damages. The remedy, if any, awarded by the arbitrator
shall be the sole and exclusive remedy for any dispute which is subject to
arbitration under this Plan.

20. GOVERNING LAW. The validity, construction and effect of the Plan and any
agreement hereunder shall be determined in accordance with the laws of the State
of Delaware and applicable federal law.

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