International Telecommunication Data Systems, Inc.

                           1997 STOCK INCENTIVE PLAN

                       (as amended on December 24, 1997)



1.   Purpose

     The purpose of this 1997 Stock Incentive Plan (the "Plan") of 
International Telecommunication Data Systems, Inc., a Delaware corporation 
(the "Company"), is to enhance the profitability of the Company for the 
benefit of the stockholders by providing equity ownership opportunities and 
performance-based incentives to attract, retain and motivate key employees, 
consultants and others who make important contributions to the Company, and to 
better align their interests with those of  the stockholders.  Except where 
the context otherwise requires, the term "Company" shall include all present 
and future subsidiaries of International Telecommunication Data Systems, Inc. 
as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, 
and any regulations promulgated thereunder (the "Code") (a "Subsidiary").  

2.   Eligibility

     The persons eligible to be granted options, stock appreciation rights, 
performance shares, restricted stock, or other stock based awards (each, an 
"Award") under the Plan are (i) all of the Company's employees, consultants 
and advisors (other than the officers and directors) and (ii) persons not 
previously employed by the Company, as an inducement essential to the 
individual's entering into an employment contract with the Company (including 
officers and directors).  Any person who has been granted an Award under the 
Plan shall be deemed a "Participant".  

3.   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
from time to time, to interpret the provisions of the Plan, and to correct any
defects in the Plan or an Award. No member of the Board shall be liable for any
action or determination relating to the Plan made in good faith. All decisions
by the Board shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award.

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     (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 amount of such
Awards to be made by such executive officers and a maximum amount for any one
Participant.

     (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, each consisting of not less than two members of the
Board (a "Committee"). If and when 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,
each member of which shall be a "outside director" within the meaning of Section
162(m) of Code ("Section 162(m)") and a "non-employee director" as defined in
Rule 16b-3 promulgated under the Exchange Act. All references to the Board in
the Plan shall mean a Committee or the Board or the Executive Officer referred
to in Section 3(b) to the extent of such delegation.

4.   Stock Available for Awards

     (a) Number of Shares. Subject to adjustment under Section 4(c) below,
Awards may be made under the Plan for up to 750,000 shares of Common Stock. 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. 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 [250,000] per calendar year. The per
Participant limit described in this Section 4(b) shall be construed and applied
consistent with Section 162(m).

 
     (c) Adjustment to Common Stock. In the event that the Board, in its sole
discretion, determines that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, split-up, spin-off or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board may equitably adjust any or all of (i)
the total number and kind of shares issuable under the Plan, (ii) the number and
kind of shares subject to Awards then outstanding, and (iii) the exercise,
conversion price or other terms with respect to any 


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outstanding Award. The number of shares resulting from any such adjustment shall
always be a whole number.

5.   Stock Options

     (a) General. Subject to the provisions of the Plan, the Board may grant
options to purchase Common Stock (an "Option") and determine the number of
shares of Common Stock to be covered by each Option, the exercise price of such
Option and the conditions and limitations applicable to the exercise of such
Option, including conditions relating to applicable federal or state securities
laws, as it considers necessary or advisable. No option that the Board intends
to be an "incentive stock option" as defined in Section 422 of the Code may be
granted.

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

     (c) 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.

     (d) 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.

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

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

         (2) except as the Board may otherwise determine or provide in an
Option, delivery of an irrevocable and unconditional undertaking by a 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 broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price;

         (3) to the extent permitted by the Board at or after the grant of the
Option (i) by delivery of shares of Common Stock owned by the Participant for at
least six months and valued at their fair market value as determined by the
Board in good faith ("Fair Market Value"), (ii) delivery of a promissory note of
the Participant to the Company on terms determined by the Board, or (iii)
payment of such other lawful consideration as the Board may determine; or


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

6.   Stock Appreciation Rights

     (a) Grant and Payment. The Board may grant Awards entitling recipients on
exercise of such Awards to receive an amount, in cash or Common Stock or a
combination thereof (such form to be determined by the Board), determined in
whole or in part by reference to appreciation in the Fair Market Value of the
Common Stock between the date of grant of the Award and the exercise of the
Award (a "Stock Appreciation Right" or an "SAR"). The Board in its sole
discretion shall determine the terms and conditions of any SAR.

     (b) Grant of SARs in Tandem with Options. SARs may be granted in tandem
with, or independently of, Options granted under the Plan. If an SAR is granted
in tandem with an Option, the exercise of the Option shall cause a proportional
reduction in SARs outstanding to a Participant's credit which were granted in
tandem with the Option; and the payment of SARs shall cause a proportional
reduction of the shares of Common Stock under such Option.

7.   Performance Shares

     The Board may make Awards entitling recipients to acquire shares of Common
Stock on a future date upon the attainment of specified performance goals
("Performance Share Awards"). The Board may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. The Board in its sole discretion shall determine the performance goals,
the periods during which performance is to be measured, and all other terms and
conditions applicable to a Performance Share Award.

8.   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 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 ("Restricted Stock Award").

     (b) Terms and Conditions. The Board in its sole discretion 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 


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the Participant, together with a stock power endorsed in blank, with the Company
(or its designee). At the expiration of the restriction period, the Company (or
such designee) shall deliver such certificates to the Participant or if the
Participant has died, to the beneficiary designated by a Participant, in a
manner determined by the Board, 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.

9.   Other Stock Based Awards

     The Board shall have the right to grant other Awards based upon the Common
Stock, including the grant of shares based upon certain conditions and the grant
of securities convertible into Common Stock.

10.  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 Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     (b) Documentation. Each Award under the Plan shall be evidenced by an
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 to 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.


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     (e) Mergers, Etc.

         (1) Consequences of Mergers, etc. Upon the occurrence of an Acquisition
Event (as defined below), all outstanding Awards shall terminate, provided that
at least 10 days prior to the effective date of such Acquisition Event, the
Board shall either (i) if there is a surviving or acquiring corporation,
arrange, subject to consummation of the Acquisition Event, to have that
corporation or an affiliate of that corporation grant to Participants
replacement Awards (or assume the Awards of the Company), or (ii) provide that
all outstanding Awards will become exercisable, realizable or vested in full
immediately prior to the effective date of such Acquisition Event. An
"Acquisition Event" shall mean (a) any merger or consolidation which results 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) less than fifty percent of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; (b) any sale
of all or substantially all of the assets of the Company or (c) the complete
liquidation of the Company.

         (2) Assumption of Options Upon Mergers, etc. 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 respect of Awards to such Participant under the Plan no later
than the date of the event creating the tax liability. In the Board's
discretion, and subject to such conditions as the Board may establish, such tax
obligations may be paid 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 accelerating the exercise or vesting of any Award, 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.


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     (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, 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.

11.  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 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 thereof.

     (c) Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is approved by the Board of Directors of the Company. No Awards
shall be granted under the Plan after the completion of ten years from the
earlier of the date on which the Plan was adopted by the Board, 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, including any securities laws, stock
exchange or stock market rules. Amendments requiring stockholder approval shall
become effective when adopted by the Board, but no Award granted after the date
of such amendment shall become exercisable 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 stockholders. If such stockholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Award granted on or
after the date of 


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such amendment shall terminate to the extent that such amendment to the Plan was
required to enable the Company to grant such Award to a particular Participant.

     (e) Stockholder Approval. For purposes of this Plan, stockholder approval
shall mean approval by a vote of the stockholders in accordance with the bylaws
of the Company, unless otherwise required by applicable tax or regulatory laws,
including Sections 162(m) and 422 of the Code, securities laws, and stock
exchange and stock market rules.

     (f) 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.







                                        Approved by Board of Directors 
                                        on November 23, 1997