Exhibit 10.1

                          Northeast Optic Network, Inc.
                 Amended And Restated 1998 Stock Incentive Plan

(8)  Purpose. The purpose of this 1998 Stock Incentive Plan (the "Plan") of
     NorthEast Optic Network, Inc., a Delaware corporation (the "Company"), is
     to advance the interests of the Company's shareholders by enhancing the
     Company's ability to attract, retain and motivate persons who make (or are
     expected to make)important contributions to the Company by providing such
     persons with equity ownership opportunities and performance-based
     incentives and thereby better aligning the interests of such persons with
     those of the Company's shareholders. Except where the context otherwise
     requires, the term "Company" shall include any present or future subsidiary
     corporations of NorthEast Optic Network, Inc., as defined in Section 424(f)
     of the Internal Revenue Code of 1986, as amended, and any regulations
     promulgated thereunder (the "Code").


(9)  Eligibility. All of the Company's employees, officers, directors,
     consultants and advisors are eligible to be granted options, restricted
     stock, or other stock-based awards (each, an "Award") under the Plan. Any
     person who has been granted an Award under the Plan shall be deemed a
     "Participant".


(10) Administration, Delegation.

     (a)  Administration by Board of Directors. The Plan will be administered by
          the Board of Directors of the Company (the "Board"). The Board shall
          have authority to grant Awards and to adopt, amend and repeal such
          administrative rules, guidelines and practices relating to the Plan as
          it shall deem advisable. The Board may correct any defect, supply any
          omission or reconcile any inconsistency in the Plan or any Award in
          the manner and to the extent it shall deem expedient to carry the Plan
          into effect and it shall be the sole and final judge of such
          expediency. No member of the Board shall be liable for any action or
          determination relating to the Plan. All decisions by the Board shall
          be made in the Board's sole discretion and shall be final and binding
          on all persons having or claiming any interest in the Plan or in any
          Award. No director or person acting pursuant to the authority
          delegated by the Board shall be liable for any action or determination
          under the Plan made in good faith.

     (b)  Delegation to Executive Officers. To the extent permitted by
          applicable law, the Board may delegate to one or more executive
          officers of the Company the power to make Awards and exercise such
          other powers under the Plan as the Board may determine, provided that
          the Board shall fix the maximum number of shares subject to Awards and
          the maximum number of shares for any one Participant to be made by
          such executive officers.

     (c)  Appointment of Committees. To the extent permitted by applicable law,
          the Board may delegate any or all of its powers under the Plan to one
          or more committees or subcommittees of the Board (a "Committee"). At
          such time as the common stock, $.01 par value per share, of the
          Company (the "Common Stock") is registered under the Securities
          Exchange Act of 1934 (the "Exchange Act"), the Board shall appoint one
          such Committee of not less than two members, each member of which
          shall be an "outside director" within the meaning of Section 162(m) of
          the Code and a "non-employee director" as defined in Rule 16b-3
          promulgated under the Exchange Act." All references in the Plan to the
          "Board" shall mean a Committee or the Board or the executive officer
          referred to in Section 3(b) to the extent that the Board's powers or
          authority under the Plan have been delegated to such Committee or
          executive officer.


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(11) Stock Available for Awards.

     (a)  Number of Shares. Subject to adjustment under Section 4(c), Awards may
          be made under the Plan for up to 2,436,105 shares of Common Stock
          (after giving effect to a 2.5-for-1 stock split effected by means of a
          stock dividend on or about July 29, 1998). If any Award expires or is
          terminated, surrendered or canceled without having been fully
          exercised or is forfeited in whole or in part or results in any Common
          Stock not being issued, the unused Common Stock covered by such Award
          shall again be available for the grant of Awards under the Plan,
          subject, however, in the case of Incentive Stock Options (as
          hereinafter defined), to any limitation required under the Code.
          Shares issued under the Plan may consist in whole or in part of
          authorized but unissued shares or treasury shares.

     (b)  Per-Participant Limit. Subject to adjustment under Section 4(c), for
          Awards granted after the Common Stock is registered under the Exchange
          Act, the maximum number of shares with respect to which an Award may
          be granted to any participant under the Plan shall be 350,000 per
          calendar year. The per-Participant limit described in this Section
          4(b) shall be construed and applied consistently with Section 162(m)
          of the Code.

     (c)  Adjustment to Common Stock. In the event of any stock split, stock
          dividend, recapitalization, reorganization, merger, consolidation,
          combination, exchange of shares, liquidation, spin-off or other
          similar change in capitalization or event, or any distribution to
          holders of Common Stock other than a normal cash dividend, (i) the
          number and class of securities available under this Plan, (ii) the
          number and class of security and exercise price per share subject to
          each outstanding Option, (iii) the repurchase price per security
          subject to each outstanding Restricted Stock Award, and (iv) the terms
          of each other outstanding stock-based Award shall be appropriately
          adjusted by the Company (or substituted Awards may be made, if
          applicable) to the extent the Board shall determine, in good faith,
          that such an adjustment (or substitution) is necessary and
          appropriate. If this Section 4(c) applies and Section 8(e)(1) also
          applies to any event, Section 8(e)(1) shall be applicable to such
          event, and this Section 4(c) shall not be applicable.

(12) Stock Options.

     (a)  General. The Board may grant options to purchase Common Stock (each,
          an "Option") and determine the number of shares of Common Stock to be
          covered by each Option, the exercise price of each Option and the
          conditions and limitations applicable to the exercise of each Option,
          including conditions relating to applicable federal or state
          securities laws, as it considers necessary or advisable. An Option
          which is not intended to be an Incentive Stock Option (as hereinafter
          defined) shall be designated a "Nonstatutory Stock Option".

     (b)  Incentive Stock Options. An Option that the Board intends to be an
          "incentive stock option" as defined in Section 422 of the Code (an
          "Incentive Stock Option") shall only be granted to employees of the
          Company and shall be subject to and shall be construed consistently
          with the requirements of Section 422 of the Code. The Company shall
          have no liability to a Participant, or any other party, if an Option
          (or any part thereof) which is intended to be an Incentive Stock
          Option is not an Incentive Stock Option.

     (c)  Exercise Price. The Board shall establish the exercise price at the
          time each Option is granted and specify it in the applicable option
          agreement.

     (d)  Duration of Options. Each Option shall be exercisable at such times
          and subject to such terms and conditions as the Board may specify in
          the applicable option agreement.

     (e)  Exercise of Option. Options may be exercised only by delivery to the
          Company of a written notice of exercise signed by the proper person
          together with payment in full as specified in Section 5(f) for the
          number of shares for which the Option is exercised.


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     (f)  Payment Upon Exercise. Common Stock purchased upon the exercise of an
          Option granted under the Plan shall be paid for as follows:

          (i)   in cash or by check, payable to the order of the Company;

          (ii)  except as the Board may otherwise provide in an Option,
                delivery of an irrevocable and unconditional undertaking by a
                credit worthy broker to deliver promptly to the Company
                sufficient funds to pay the exercise price, or delivery by the
                Participant to the Company of a copy of irrevocable and
                unconditional instructions to a credit worthy broker to
                deliver promptly to the Company cash or a check sufficient to
                pay the exercise price;

          (iii) (1) by delivery of shares of Common Stock owned by the
                Participant valued at their fair market value as determined by
                the Board in good faith ("Fair Market Value"), which Common
                Stock was owned by the Participant at least six months prior
                to such delivery, (2) by delivery of a promissory note of the
                Participant to the Company on terms determined by the Board,
                or (3) by payment of such other lawful consideration as the
                Board may determine; or

           (iv) any combination of the above permitted forms of payment.


(13) Restricted Stock.

     (a)  Grants. The Board may grant Awards entitling recipients to acquire
          shares of Common Stock, subject to the right of the Company to
          repurchase all or part of such shares at their issue price or other
          stated or formula price (or to require forfeiture of such shares if
          issued at no cost) from the recipient in the event that conditions
          specified by the Board in the applicable Award are not satisfied prior
          to the end of the applicable restriction period or periods established
          by the Board for such Award (each, "Restricted Stock Award").

     (b)  Terms and Conditions. The Board shall determine the terms and
          conditions of any such Restricted Stock Award, including the
          conditions for repurchase (or forfeiture) and the issue price, if any.
          Any stock certificates issued in respect of a Restricted Stock Award
          shall be registered in the name of the Participant and, unless
          otherwise determined by the Board, deposited by the Participant,
          together with a stock power endorsed in blank, with the Company (or
          its designee). At the expiration of the applicable restriction
          periods, the Company (or such designee) shall deliver the certificates
          no longer subject to such restrictions to the Participant or if the
          Participant has died, to the beneficiary designated, in a manner
          determined by the Board, by a Participant to receive amounts due or
          exercise rights of the Participant in the event of the Participant's
          death (the "Designated Beneficiary"). In the absence of an effective
          designation by a Participant, Designated Beneficiary shall mean the
          Participant's estate.


(14) Other Stock-Based Awards. The Board shall have the right to grant other
     Awards based upon the Common Stock having such terms and conditions as the
     Board may determine, including the grant of shares based upon certain
     conditions, the grant of securities convertible into Common Stock and the
     grant of stock appreciation rights.

(15) General Provisions Applicable to Awards.

     (a)  Transferability of Awards. Except as the Board may otherwise determine
          or provide in an Award, Awards shall not be sold, assigned,
          transferred, pledged or otherwise encumbered by the person to whom
          they are granted, either voluntarily or by operation of law, except by
          will or the laws of descent and distribution, and, during the life of
          the Participant, shall be exercisable only by the Participant.
          References to a Participant, to the extent relevant in the context,
          shall include references to authorized transferees.

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     (b)  Documentation. Each Award under the Plan shall be evidenced by a
          written instrument in such form as the Board shall determine. Each
          Award may contain terms and conditions in addition to those set forth
          in the Plan.

     (c)  Board Discretion. Except as otherwise provided by the Plan, each type
          of Award may be made alone in addition or in relation to any other
          type of Award. The terms of each type of Award need not be identical,
          and the Board need not treat Participants uniformly.

     (d)  Termination of Status. The Board shall determine the effect on an
          Award of the disability, death, retirement, authorized leave of
          absence or other change in the employment or other status of a
          Participant and the extent to which, and the period during which, the
          Participant, the Participant's legal representative, conservator,
          guardian or Designated Beneficiary may exercise rights under the
          Award.

     (e)  Extraordinary Corporate Transactions.

          (i)  Change in Control. A "Change of Control of the Company" (as
               defined in Section 9) shall have the effects set forth in
               Section 9.

          (ii) Assumption of Options Upon Certain Events. The Board may grant
               Awards under the Plan in substitution for stock and
               stock-based awards held by employees of another corporation
               who become employees of the Company as a result of a merger or
               consolidation of the employing corporation with the Company or
               the acquisition by the Company of property or stock of the
               employing corporation. The substitute Awards shall be granted
               on such terms and conditions as the Board considers
               appropriate in the circumstances.

     (f)  Withholding. Each Participant shall pay to the Company, or make
          provision satisfactory to the Board for payment of, any taxes required
          by law to be withheld in connection with Awards to such Participant no
          later than the date of the event creating the tax liability. The Board
          may allow Participants to satisfy such tax obligations in whole or in
          part in shares of Common Stock, including shares retained from the
          Award creating the tax obligation, valued at their Fair Market Value.
          The Company may, to the extent permitted by law, deduct any such tax
          obligations from any payment of any kind otherwise due to a
          Participant.

     (g)  Amendment of Award. The Board may amend, modify or terminate any
          outstanding Award, including but not limited to, substituting therefor
          another Award of the same or a different type, changing the date of
          exercise or realization, and converting an Incentive Stock Option to a
          Nonstatutory Stock Option, provided that the Participant's consent to
          such action shall be required unless the Board determines that the
          action, taking into account any related action, would not materially
          and adversely affect the Participant.

     (h)  Conditions on Delivery of Stock. The Company will not be obligated to
          deliver any shares of Common Stock pursuant to the Plan or to remove
          restrictions from shares previously delivered under the Plan until (i)
          all conditions of the Award have been met or removed to the
          satisfaction of the Company, (ii) in the opinion of the Company's
          counsel, all other legal matters in connection with the issuance and
          delivery of such shares have been satisfied, including any applicable
          securities laws and any applicable stock exchange or stock market
          rules and regulations, and (iii) the Participant has executed and
          delivered to the Company such representations or agreements as the
          Company may consider appropriate to satisfy the requirements of any
          applicable laws, rules or regulations.

     (i)  Acceleration. The Board may at any time provide that any Options shall
          become immediately exercisable in full or in part, that any Restricted
          Stock Awards shall be free of all restrictions or that any other
          stock-based Awards may become exercisable in full or in part or free
          of some or all restrictions or conditions, or otherwise realizable in
          full or in part, as the case may be.

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(16) Change in Control.

     (a)  Acceleration. Notwithstanding any other provision of the Plan and
          except as otherwise provided in the relevant option agreement, in the
          event of a "Change in Control of the Company" (as defined below), the
          exercise dates of all Options (or the vesting of all Restricted Stock
          Awards or other stock based Awards, as the case may be) granted to
          such Participant then outstanding shall be accelerated in full and any
          restrictions on exercising outstanding options or other Awards issued
          to such Participant pursuant to the Plan shall terminate. For purposes
          of the Plan, the term "Change in Control of the Company" shall have
          the following meaning: A "Change in Control of the Company" shall
          occur or be deemed to have occurred only if (i) any "person", as such
          term is used in Sections 13(d) and 14(d) of the Exchange Act (other
          than the Company, any trustee or other fiduciary holding securities
          under an employee benefit plan of the Company, or any corporation
          owned directly or indirectly by the stockholders of the Company in
          substantially the same proportion as their ownership of stock of the
          Company), becomes (after the date of the adoption of this Plan) the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of securities of the Company representing 50%
          or more of the combined voting power of the Company's then outstanding
          securities; (ii) during any period of two consecutive years ending
          during the term of the Plan (not including any period prior to the
          adoption of the Plan), individuals who at the beginning of such period
          constitute the Board of Directors of the Company, and any new director
          (other than a director designated by a person who has entered into an
          agreement with the Company to effect any transaction described in
          clause (i), (iii) or (iv) of this Section 9) whose election by the
          Board of Directors or nomination for election by the Company's
          stockholders was approved by a vote of at least two-thirds of the
          directors then still in office who were either directors at the
          beginning of the period or whose election or whose nomination for
          election was previously so approved, cease for any reason to
          constitute a majority of the Board of Directors; (iii) the
          stockholders of the Company approve a merger or consolidation of the
          Company with any other corporation, other than (A) a merger or
          consolidation which would result in the voting securities of the
          Company outstanding immediately prior thereto continuing to represent
          (either by remaining outstanding or by being converted into voting
          securities of the surviving entity) more than 50% of the combined
          voting power of the voting securities of the Company or such surviving
          entity outstanding immediately after such merger or consolidation or
          (B) a merger or consolidation effected to implement a recapitalization
          of the Company (or similar transaction) in which no "person" (as
          hereinabove defined) acquires more than 50% of the combined voting
          power of the Company's then outstanding securities; or (iv) the
          stockholders of the Company approve a plan of complete liquidation of
          the Company or an agreement for the sale or disposition by the Company
          of all or substantially all of the Company's assets.

     (b)  Consequences of Change in Control of the Company. Upon the occurrence
          of a Change in Control of the Company, or the execution by the Company
          of any agreement which results in a Change in Control of the Company,
          the Board shall take any one or more of the following actions with
          respect to then outstanding Awards:

          (i)  provide that outstanding Options shall be assumed, or equivalent
               Options shall be substituted, by the acquiring or succeeding
               corporation (or an affiliate thereof), provided that any such
               Options substituted for Incentive Stock Options shall satisfy, in
               the determination of the Board, the requirements of Section
               424(a) of the Code; (ii) in the event of a transaction resulting
               in a Change in Control of the Company under the terms of which
               holders of Common Stock will receive upon consummation thereof a
               cash payment for each share of Common Stock surrendered pursuant
               to such transaction (the


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               "Acquisition Price"), provide that all outstanding Options shall
               terminate upon consummation of such transaction and that
               Participants shall receive, in exchange therefor, a cash payment
               equal to the amount (if any) by which (A) the Acquisition Price
               multiplied by the number of shares of Common Stock subject to
               such outstanding Options (whether or not then exercisable),
               exceeds (B) the aggregate exercise price of such Options; and
               (iii) provide that any other stock-based Awards outstanding shall
               be assumed, or equivalent Awards shall be substituted, by the
               acquiring or succeeding corporation (or an affiliate thereof).

(17) Miscellaneous.

     (a)  No Right To Employment or Other Status. No person shall have any claim
          or right to be granted an Award, and the grant of an Award shall not
          be construed as giving a Participant the right to continued employment
          or any other relationship with the Company. The Company expressly
          reserves the right at any time to dismiss or otherwise terminate its
          relationship with a Participant free from any liability or claim under
          the Plan, except as expressly provided in the applicable Award.

     (b)  No Rights As Stockholder. Subject to the provisions of the applicable
          Award, no Participant or Designated Beneficiary shall have any rights
          as a stockholder with respect to any shares of Common Stock to be
          distributed with respect to an Award until becoming the record holder
          of such shares.

     (c)  Effective Date and Term of Plan. The Plan shall become effective on
          the later of (i) date on which it is adopted by the Board and (ii) the
          date of the closing of the IPO. No Awards shall be granted under the
          Plan after the completion of ten years from the earlier of (i) the
          date on which the Plan was adopted by the Board or (ii) the date the
          Plan was approved by the Company's shareholders, but Awards previously
          granted may extend beyond that date.

     (d)  Amendment of Plan. The Board may amend, suspend or terminate the Plan
          or any portion thereof at any time, provided that no amendment shall
          be made without stockholder approval if such approval is necessary to
          comply with any applicable tax or regulatory requirements. Amendments
          requiring stockholder approval shall become effective when adopted by
          the Board, but no Award granted to a Participant designated as subject
          to Section 162(m) by the Board shall become exercisable, realizable or
          vested (to the extent that such amendment to the Plan was required to
          grant such Award to a particular Participant) unless and until such
          amendment shall have been approved by the Company's shareholders.

     (e)  Governing Law. The provisions of the Plan and all Awards made
          hereunder shall be governed by and interpreted in accordance with the
          laws of the State of Delaware, without regard to any applicable
          conflicts of law.

     (f)  Stockholder Approval. For purposes of the Plan, stockholder approval
          shall mean approval by a vote of Stockholders in accordance with
          Section 162(m) of the Code.

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