EXHIBIT 10.1


                               NTL INCORPORATED
                            1993 STOCK OPTION PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JUNE 3, 1997)


1.   PURPOSE; CONSTRUCTION.

     This NTL  Incorporated  1993 Stock  Option  Plan,  as amended and  restated
effective June 3, 1997 (the "Plan"), is intended to encourage stock ownership by
employees  of  NTL  Incorporated  (the  "Corporation")  and  its  divisions  and
subsidiary  and  parent  corporations  and  other  affiliates,  so that they may
acquire or  increase  their  proprietary  interest  in the  Corporation,  and to
encourage  such  employees  and directors  (who are  employees) to remain in the
employ of the Corporation or its affiliates and to put forth maximum efforts for
the success of the business.  It is further  intended  that options  ("Options")
granted by the  Committee  pursuant  to Section 6 of this Plan shall  constitute
"incentive  stock options"  ("Incentive  Stock  Options")  within the meaning of
Section  422 of  the  Internal  Revenue  Code  of  1986,  as  amended,  and  the
regulations issued thereunder (the "Code"), and options granted by the Committee
pursuant to Section 7 of this Plan shall constitute "nonqualified stock options"
("Nonqualified Stock Options")

2.   DEFINITIONS.

     As used in this  Plan,  the  following  words and  phrases  shall  have the
     meanings indicated;

          (a) "DISABILITY"  shall mean an Optionee's  inability to engage in any
     substantial  gainful  activity  by  reason  of any  medically  determinable
     physical  or mental  impairment  that can be expected to result in death or
     that has lasted or can be expected to last for a  continuous  period of not
     less than twelve (12) months.

          (b) "EXCHANGE ACT" shall mean the Securities  Exchange Act of 1934, as
     amended.

          (c) "FAIR MARKET  VALUE" per share as of a particular  date shall mean
     (i) if the  shares  of  common  stock,  par value  $.01 per  share,  of the
     Corporation ("Common Stock") are then traded on an over-the-counter market,
     the average of the  closing  bid and asked  prices for the shares of Common
     Stock in such over-the-counter market on such date or on the last preceding
     date on which there was a sale of Common Stock in such market,  (ii) if the
     shares of Common  Stock are then  admitted  to  quotation  on the  National
     Association of Securities Dealers Automated  Quotation System ("NASDAQ") or
     other  comparable  quotation  system and have been designated as a National
     Market System ("NMS")  security,  or if the shares of Common Stock are then
     listed on a national securities exchange, the closing sales price per share
     on such


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     date or on the last preceding date on which there was a sale of such Common
     Stock on such exchange, or (iii) if the shares of Common Stock are not then
     traded in an  over-the-counter  market,  admitted to quotation on NASDAQ or
     other  comparable  quotation  system,  or listed on a  national  securities
     exchange, such value as the Committee in its discretion may determine.

          (d)  "OPTIONEE"  shall  mean a person  who has been  granted an Option
     under the Plan.

          (e) "PARENT  CORPORATION"  shall mean any corporation  (other than the
     Corporation) in an unbroken chain of corporations  ending with the employer
     corporation if, at the time of granting an Option, each of the corporations
     other than the employer  corporation  owns stock  possessing  fifty percent
     (50%) or more of the total combined voting power of all classes of stock in
     one of the other corporations in such chain.

          (f) "RULE 16b-3" shall mean Rule 16b-3 promulgated under Section 16 of
     the Exchange Act (or any other comparable  provisions in effect at the time
     or times in question)

          (g) "SUBSIDIARY  CORPORATION"  shall mean any corporation  (other than
     the  Corporation) in an unbroken chain of  corporations  beginning with the
     employer  corporation  if, at the time of granting  an Option,  each of the
     corporations  other than the last  corporation  in the unbroken  chain owns
     stock  possessing  fifty percent (50%) or more of the total combined voting
     power of all  classes  of stock in one of the  other  corporations  in such
     chain.

          (h) "TEN PERCENT  STOCKHOLDER" shall mean an Optionee who, at the time
     an Incentive Stock Option is granted,  owns stock  possessing more than ten
     percent (10%) of the total combined voting power of all classes of stock of
     the Corporation or of its Parent or Subsidiary Corporations.

3.   ADMINISTRATION.

     The Plan shall be administered by the  Compensation and Option Committee of
the Corporation's Board of Directors or such other committee appointed either by
the Board of Directors of the Corporation (the "Board") or by such  Compensation
and  Option  Committee  (the  "Committee");  provided,  however,  to the  extent
determined  necessary to satisfy the  requirements  for  exemption  from Section
16(b) of the Exchange  Act with respect to the  acquisition  or  disposition  of
securities  hereunder,  action by the  Committee may be by a  subcommittee  of a
committee of the Board


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composed solely of two or more " non-employee  directors," within the meaning of
Rule 16b-3,  appointed by the Board or by the  Compensation and Option Committee
of the Board,  or by a committee  composed  solely of two or more  "non-employee
directors,"  within the  meaning of Rule  16b-3,  as a result of the  recusal of
those  members  who do not  qualify as  non-employee  directors;  and,  provided
further, to the extent determined  necessary to satisfy the requirements for the
exception for qualified  performance- based compensation under Section 162(m) of
the Code and the treasury regulations thereunder, action by the Committee may be
by a committee comprised solely of two or more "outside directors,  " within the
meaning of Section 162(m) of the Code and the treasury  regulations  thereunder,
appointed  by  the  Board  or  by  the   Compensation   and  Option   Committee.
Notwithstanding  anything  in the  Plan  to  the  contrary,  and  to the  extent
determined to be necessary to satisfy an exemption under Rule 16b-3 with respect
to a grant hereunder (and, as applicable, with respect to the disposition to the
Corporation of a security  hereunder),  or as otherwise  determined advisable by
the Committee,  the terms of such grant and disposition  under the Plan shall be
subject to the prior approval of the Board.  Any prior approval of the Board, as
provided in the preceding  sentence,  shall not otherwise  limit or restrict the
authority of the  Committee to make grants  under the Plan,  including,  but not
limited to, the  authority of the  Committee to make grants  qualifying  for the
performance-based  compensation  exception  under Section 162(m) of the Code and
the treasury regulations thereunder.

     The Committee  shall have the authority in its  discretion,  subject to and
not inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to it
under the Plan or  necessary or  advisable  in the  administration  of the Plan,
including,  without  limitation,  the authority to grant  Options;  to determine
which Options shall  constitute  Incentive Stock Options and which Options shall
constitute  Nonqualified  Stock Options;  to determine the purchase price of the
shares of Common Stock covered by each Option (the "Option Price"); to determine
the persons to whom,  and the time or times at which,  Options shall be granted;
to determine the number of shares to be covered by each Option; to interpret the
Plan; to  prescribe,  amend and rescind  rules and  regulations  relating to the
Plan; to determine the terms and provisions of the Option Agreements (which need
not be  identical)  entered into in  connection  with Options  granted under the
Plan; and to make all other determinations deemed necessary or advisable for the
administration  of the Plan.  The  Committee  may delegate to one or more of its
members  or to one or more  agents  such  administrative  duties  as it may deem
advisable,  and the Committee or any person to whom it has  delegated  duties as
aforesaid  may employ one or more  persons to render  advice with respect to any
responsibility the Committee or such person may


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have under the Plan.

     The Board shall fill all vacancies,  however caused, in the Committee.  The
Board may from time to time appoint additional members to the Committee, and may
at any time remove one or more  Committee  members and  substitute  others.  One
member of the Committee may be selected by the Board as chairman.  The Committee
shall hold its meetings at such times and places as it shall deem advisable. All
determinations  of the  Committee  shall be made by a  majority  of its  members
either present in person or participating by conference telephone at any meeting
or by written consent. The Committee may appoint a secretary and make such rules
and regulations for the conduct of its business as it shall deem advisable,  and
shall keep minutes of its meetings.

     No member of the Board or Committee shall be liable for any action taken or
determination  made in good faith with respect to the Plan or any Option granted
hereunder.

4.   ELIGIBILITY.

     Options may be granted (i) to  employees  (including,  without  limitation,
officers and directors who are  employees)  of the  Corporation,  its present or
future divisions and Subsidiary Corporations and Parent Corporations and (ii) in
the case of  Nonqualified  Stock  Options,  also to employees  of an  affiliated
entity of the Corporation  (an  "Affiliated  Entity") which is designated by the
Board to  participate  in the Plan. In  determining  the persons to whom Options
shall be granted  and the number of shares to be  covered  by each  Option,  the
Committee  shall take into account the duties of the respective  persons,  their
present and potential  contributions  to the success of the Corporation and such
other  factors  as  the  Committee   shall  deem  relevant  in  connection  with
accomplishing the purpose of the Plan.

     An Optionee  shall be eligible to receive  more than one grant of an Option
during  the  term  of the  Plan,  but  only  on the  terms  and  subject  to the
restrictions hereinafter set forth.

5.   STOCK.

     The stock subject to Options hereunder shall be shares of the Corporation's
Common Stock.  Such shares may, in whole or in part, be authorized  but unissued
shares  or  shares  that  shall  have  been or  that  may be  reacquired  by the
Corporation.  The aggregate number of shares of Common Stock as to which Options
may be granted from time to time under the Plan shall not exceed 6,653,333.  The
limitation  established by the preceding sentence shall be subject to adjustment
as provided in Section 8(j) hereof.


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     In the event  that any  outstanding  Option  under the Plan for any  reason
expires or is canceled,  surrendered or otherwise terminated without having been
exercised  in full,  the shares of Common  Stock  allocable  to the  unexercised
portion of such Option shall (unless the Plan shall have been terminated) become
available for subsequent grants of Options under the Plan.  Notwithstanding  the
foregoing, the expiration,  cancellation, surrender or termination of an Option,
to the  extent  consistent  with  Section  162(m)  of the Code and the  treasury
regulations  thereunder,  shall not be disregarded  for purposes of applying the
individual  limit on the maximum number of shares,  as provided in Section 8(f),
that may be purchased in  connection  with Options  granted  under the Plan with
respect to any individual.

6.   INCENTIVE STOCK OPTIONS.

     Options  granted  pursuant to this  Section 6 are  intended  to  constitute
Incentive Stock Options and shall be subject to the following  special terms and
conditions, in addition to the general terms and conditions specified in Section
8 hereof.

          (a) VALUE OF SHARES.  Any options  granted as Incentive  Stock Options
     shall be  traded as  Nonqualified  Stock  Options  to the  extent  that the
     aggregate Fair Market Value  (determined as of the date the Incentive Stock
     Option is granted) of the shares of Common Stock with respect to which such
     Options  granted  under  this  Plan  and  all  other  option  plans  of the
     Corporation  and any Parent or  Subsidiary  Corporation  which would become
     exercisable  for the first time by such  Optionee  during any calendar year
     exceeds $100, 000.

          (b) TEN PERCENT STOCKHOLDER.  In the case of an Incentive Stock Option
     granted to a Ten  Percent  Stockholder,  (I) the Option  Price shall not be
     less than one hundred ten  percent  (110%) of the Fair Market  Value of the
     shares  of  Common  Stock of the  Corporation  on the date of grant of such
     Incentive Stock Option,  and (ii) the exercise period shall not exceed five
     (5) years from the date of grant of such Incentive Stock Option.

7.   NONQUALIFIED STOCK OPTIONS.

     Options  granted  pursuant to this  Section 7 are  intended  to  constitute
Nonqualified  Stock  Options and shall be subject only to the general  terms and
conditions specified in Section 8 hereof.


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8.   TERMS AND CONDITIONS OF OPTIONS.

     Each Option  granted  pursuant to the Plan shall be  evidenced by a written
agreement  (an "Option  Agreement")  between the  Corporation  and the Optionee,
which  agreement  shall  comply with and be subject to the  following  terms and
conditions:

          (a) NUMBER OF SHARES.  Each Option Agreement shall state the number of
     shares of Common Stock to which the Option relates.

          (b) TYPE OF OPTION. Each Option Agreement shall specifically  identify
     the portion,  if any, of the Option which  constitutes  an Incentive  Stock
     Option and the portion, if any, constitutes a Nonqualified Stock Option.

          (c) OPTION PRICE.  Each Option Agreement shall state the Option Price,
     which, in the case of Incentive  Stock Options,  shall be not less than one
     hundred  percent  (100%) of the Fair  Market  Value of the shares of Common
     Stock of the Corporation on the date of grant of the Option,  and which, in
     the  case  of  Nonqualified  Stock  Options,  shall  be  determined  by the
     Committee.  The Option Price shall be subject to  adjustment as provided in
     Section 8(i) hereof.  An Option  shall be  considered  to be granted on the
     later of the date the Committee adopts a resolution expressly granting such
     Option or the date the Plan is approved by the Stockholders of the Company.

          (d) MEDIUM AND TIME OF PAYMENT.  Options may be  exercised in whole or
     in part at any time during the option  period by giving  written  notice of
     exercise  to  the  Corporation  specifying  the  number  of  shares  to  be
     purchased,  accompanied  by payment of the purchase  price.  Payment of the
     purchase price shall be made in such manner as the Committee may provide in
     the Option  Agreement,  which may include cash (including cash equivalents,
     such as by certified or bank check payable to the Corporation), delivery of
     unrestricted  shares of Common  Stock that have been owned by the  Optionee
     or, as applicable, a permissible transferee (as provided in Section 8 (i) )
     for at least six months, any other manner permitted by law as determined by
     the Committee, or any combination of the foregoing.

          (e) TERM AND EXERCISE OF OPTIONS.  Options shall be  exercisable  over
     the exercise  period as and at the times and upon the  conditions  that the
     Committee may determine,  as reflected in the Option  Agreement;  provided,
     however,  that the Committee  shall have the  authority to  accelerate  the
     exercisability  of any  outstanding  Option  at such  time and  under  such
     circumstances as it, in its sole discretion,


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     deems appropriate; and further provided, however, this such exercise period
     shall not exceed ten (10) years from the date of grant of such Option.  The
     exercise  period  shall be subject to earlier  termination  as  provided in
     Sections 8(g) and 8(h) hereof. An Option may be exercised, as to any or all
     full shares of Common Stock as to which the Option has become  exercisable,
     by giving  written  notice of such  exercise  to the  Committee  or to such
     individual(s) as the Committee may from time to time designate.

          (f)  LIMITATION ON AWARDS.  Commencing  with the 1996  calendar  year,
     grants of options  under the Plan to any  individual  in any calendar  year
     shall be limited to Options to purchase no greater than  300,000  shares of
     Common Stock.

          (g)  TERMINATION.  Except  as  provided  in this  Section  8(g) and in
     Section 8(h) hereof, an Option may not be exercised by the Optionee to whom
     it was granted or by a transferee  to whom such Option was  terminated  (as
     provided in Section  6(j)) unless the Optionee is then in the employ of the
     Corporation  or a division  or any  corporation  which was,  at the time of
     grant of such  Option,  a  Subsidiary  Corporation  or  Parent  Corporation
     thereof (or a  corporation  or a Parent or Subsidiary  Corporation  of such
     corporation  issuing  or  assuming  the  Option in a  transaction  to which
     Section 424(a) of the Code applies) or an affiliated entity, and unless the
     Optionee has remained  continuously  so employed since the date of grant of
     the Option. In the event that the employment of an Optionee shall terminate
     (other than by reason of death, Disability or, in the case of Non-qualified
     Stock  Options,  retirement),  all  Options  granted  to such  Optionee  or
     transferred  by such  Optionee  (as  provided  in  Section  8(i))  that are
     exercisable at the time of such termination may, unless earlier  terminated
     in  accordance  with their  terms,  be  exercised  by the  Optionee or by a
     transferee  within  three (3)  months  after  such  termination;  provided,
     however,  that if the employment of an Optionee shall  terminate for cause,
     all Options  theretofore  granted to such Optionee or  transferred  by such
     Optionee  (as  provided  in  Section  8 (i) )  shall,  to  the  extent  not
     theretofore exercised,  terminate forthwith.  Nothing in the Plan or in any
     Option granted pursuant hereto shall confer upon an individual any right to
     continue in the employ of the  Corporation or any of its divisions,  Parent
     or Subsidiary  Corporations or Affiliated  entities or interfere in any way
     with  the  right  of  the  Corporation  or any  such  division,  Parent  or
     Subsidiary Corporation or affiliated entity to terminate such employment.

          (h) DEATH,  DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee shall
     die while employed by the Corporation or a


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     division thereof or any corporation which was, at the time of grant of such
     Option,  a  Subsidiary  Corporation  or Parent  Corporation  thereof  (or a
     corporation  or a Parent  or  Subsidiary  Corporation  of such  corporation
     issuing or assuming the Option in a transaction to which Section 424 (a) of
     the Code applies) or an Affiliated Entity, or within three (3) months after
     the termination of such Optionee' s employment, other than for cause, or if
     the Optionee's  employment  shall  terminate by reason of Disability or, in
     the case of Nonqualified Stock Options, retirement, all Options theretofore
     granted to such  Optionee or  transferred  by such Optionee (as provided in
     Section 8(i)), to the extent otherwise  exercisable at the time of death or
     termination of  employment,  may,  unless earlier  terminated in accordance
     with their terms, be exercised by the Optionee or by the Optionee's  estate
     or by a person who acquired the right to exercise such Option by bequest or
     inheritance  or  otherwise  by  reason of the  death or  Disability  of the
     Optionee,  or by a transferee  (as provided in Section 8 (i) ), at any time
     within one year after the date of death,  Disability  or  retirement of the
     Optionee.

          (i) NONTRANSFERABILITY OF OPTIONS.  Except as provided in this Section
     8(i), no Option granted  hereunder shall be transferable by the Optionee to
     whom granted,  other than by will or the laws of descent and  distribution,
     and the Option may be exercised  during the lifetime of such  Optionee only
     by the Optionee or such Optionee's guardian or legal representative. To the
     extent the Option Agreement so provides,  and subject to such conditions as
     the Committee may prescribe, an Optionee may, upon providing written notice
     to  the  General  Counsel  of  the  Corporation,   elect  to  transfer  the
     Nonqualified  Stock  Options  granted  to such  Optionee  pursuant  to such
     agreement,  without  consideration  therefor,  to  members  of  his  or her
     "immediate  family" (as  defined  below),  to a trust or trusts  maintained
     solely for the  benefit of the  Optionee  and/or the  members of his or her
     immediate family,  or to a partnership or partnerships  whose only partners
     are the Optionee  and/or the members of his or her  immediate  family.  Any
     purported assignment,  alienation,  pledge, attachment,  sale, transfer, or
     encumbrance  that does not  qualify as a  permissible  transfer  under this
     Section  8(1)  shall be void  and  unenforceable  against  the Plan and the
     Corporation. For purposes of this Section 8(i), the term "immediate family"
     shall mean, with respect to a particular  Optionee,  the Optionee's spouse,
     children or  grandchildren,  and such other persons as may be determined by
     the  Committee.  The terms of any such Option and the Plan shall be binding
     upon  a  permissible   transferee,   and  the   beneficiaries,   executors,
     administrators,  heirs and successors of the Optionee and, as applicable, a
     permissible


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     transferee.

          (j) EFFECT OF CERTAIN CHANGES.

               (1) If there is any  change  in the  number  of  shares of Common
          Stock  through  the  declaration  of  stock  or  cash  dividends,   or
          recapitalization   resulting  in  stock  splits,  or  combinations  or
          exchanges of such shares,  or other corporate  transactions  affecting
          the capitalization of the Corporation,  the aggregate number of shares
          of Common Stock available for Options,  the aggregate number of shares
          of  Common  Stock  available  for  distribution  under the Plan to any
          single  individual  with  respect to Options  granted  hereunder,  the
          number of such shares  covered by outstanding  Options,  and the price
          per share of such  Options  shall be  proportionately  adjusted by the
          Committee  to reflect any increase or decrease in the number of issued
          shares of Common Stock; provided,  however, that any fractional shares
          resulting from such  adjustment  shall be rounded to the nearest whole
          share. In the event of any other extraordinary  corporate transaction,
          including but not limited to  distributions  of cash or other property
          to the Corporation's shareholders,  the Committee may equitably adjust
          outstanding Options as it deems appropriate.

               (2) In the event of the proposed  dissolution  or  liquidation of
          the Corporation, in the event of any corporate separation or division,
          including, but not limited to, split-up,  split-off or spin-off, or in
          the event of a merger or consolidation of the Corporation with another
          corporation,  the Committee may provide that the holder of each Option
          then exercisable  shall have the right to exercise such Option (at its
          then Option  Price)  solely for the kind and amount of shares of stock
          and  other  securities,  property,  cash  or any  combination  thereof
          receivable upon such dissolution, liquidation, or corporate separation
          or division,  or merger or  consolidation by a holder of the number of
          shares of Common Stock for which such Option might have been exercised
          immediately  prior  to such  dissolution,  liquidation,  or  corporate
          separation or division,  or merger or consolidation;  or the Committee
          may provide,  in the  alternative,  that each Option granted under the
          Plan  shall  terminate  as of a date  to be  fixed  by the  Committee;
          provided, however, that not less than thirty (30) days' written notice
          of the date so fixed shall be given to each  Optionee,  who shall have
          the  right,  during  the  period of thirty  (30) days  preceding  such
          termination,  to exercise the Options  (unless  earlier  terminated in
          accordance  with  their  terms) as to all or any part of the shares of
          Common  Stock  covered  thereby,  including  shares  as to which  such
          Options would not otherwise be exercisable; provided, further, that


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          failure to provide  such  notice  shall not  invalidate  or affect the
          action with respect to which such notice was required.

               (3) If while  unexercised  Options remain  outstanding  under the
          Plan --

                    (i) any corporation,  person or other entity (other than the
               Corporation)  makes a tender or exchange  offer for shares of the
               Common Stock pursuant to which purchases are made ("Offer"), or

                    (ii)  the   stockholders  of  the   Corporation   approve  a
               definitive agreement to merge or consolidate the Corporation with
               or into another  corporation  or to sell or otherwise  dispose of
               all or  substantially  all of its  assets,  or  adopt  a plan  of
               liquidation, or

                    (iii) the  "beneficial  ownership" (as defined in Rule 13d-3
               under the Exchange Act) of securities  representing more than 15%
               of the combined  voting power of the  Corporation  is acquired by
               any  "person"  as  defined  in  section  13(d)  and  14(d) of the
               Exchange Act, or

                    (iv) during any period of two consecutive years, individuals
               who at the  beginning  of such period  were  members of the Board
               cease for any reason to  constitute  at least a majority  thereof
               (unless  the  election,  or the  nomination  for  election by the
               Corporation's stockholders,  of each new director was approved by
               a vote of at least  two-thirds  of the  directors  then  still in
               office who were directors at the beginning of such period),

          then from and after the date of the  first  purchase  of Common  Stock
          pursuant to such Offer, or the date of any such  stockholder  approval
          or  adoption,  or  the  date  on  which  public  announcement  of  the
          acquisition  of such  percentage  shall have been made, or the date on
          which the change in the composition of the Board set forth above shall
          have  occurred,  whichever is applicable  (the  applicable  date being
          referred  to  hereinafter  as the  "Acceleration  Date") , all Options
          shall be  exercisable in full,  whether or not otherwise  exercisable.
          Following the Acceleration Date, the Committee shall, in the case of a
          merger,  consolidation or sale or disposition of assets, promptly make
          an appropriate  adjustment to the number and class of shares of Common
          Stock  available for Options,  and to the amount and kind of shares or
          other   securities  or  property   receivable  upon  exercise  of  any
          outstanding Options after the effective date of such


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          transaction, and the price thereof.

               (4)  Paragraphs  (2) and (3) of this Section 8(j) shall not apply
          to a merger or consolidation in which the Corporation is the surviving
          corporation  and  shares of Common  Stock  are not  converted  into or
          exchanged for stock, securities of any other corporation,  cash or any
          other thing of value.  Notwithstanding the preceding sentence, in case
          of any  consolidation  or  merger  of  another  corporation  into  the
          Corporation in which the Corporation is the surviving  corporation and
          in which there is a reclassification  or change (including a change to
          the right to receive  cash or other  property) of the shares of Common
          Stock  (other than a change in par value,  or from par value to no par
          value, or as a result of a subdivision or  combination,  but including
          any  change  in such  shares  into two or more  classes  or  series of
          shares), the Committee may provide that the holder of each Option then
          exercisable  shall have the right to exercise  such Option  solely for
          the kind and amount of shares of stock and other securities (including
          those  of any new  direct  or  indirect  parent  of the  Corporation),
          property,  cash  or any  combination  thereof,  receivable  upon  such
          reclassification, change, consolidation or merger by the holder of the
          number of shares of Common Stock for which such Option might have been
          exercised.

               (5)  In  the  event  of a  change  in  the  Common  Stock  of the
          Corporation as presently constituted,  which is limited to a change of
          all of its  authorized  shares  with par value into the same number of
          shares  with a different  par value or without  par value,  the shares
          resulting  from any such change shall be deemed to be the Common Stock
          within the meaning of the Plan.

               (6) To the extent that the foregoing  adjustments relate to stock
          or securities of the Corporation,  such  adjustments  shall be made by
          the  Committee,  whose  determination  in that respect shall be final,
          binding and  conclusive,  provided  that each  Incentive  Stock Option
          granted  pursuant  to this Plan shall not be adjusted in a manner that
          causes  such  option to fail to  continue  to qualify as an  Incentive
          Stock Option within the meaning of Section 422 of the Code.

               (7) Except as  hereinbefore  expressly  provided in this  Section
          8(j), the Optionee  shall have no rights by reason of any  subdivision
          or consolidation of shares of stock of any class or the payment of any
          stock  dividend  or any other  increase  or  decrease in the number of
          shares  of  stock  of any  class  or by  reason  of  any  dissolution,
          liquidation, merger, or consolidation or spin-off of assets


                                       11
<PAGE>


          or stock of another  corporation;  and any issue by the Corporation of
          shares of stock of any class, or securities convertible into shares of
          stock of any class,  shall not  affect,  and no  adjustment  by reason
          thereof  shall be made with  respect to, the number or price of shares
          of Common Stock subject to the Option. The grant of an Option pursuant
          to the Plan  shall  not  affect  in any way the  right or power of the
          Corporation to make adjustments, reclassifications, reorganizations or
          changes  of its  capital  or  business  structures  or to  merge or to
          consolidate or to dissolve, liquidate or sell, or transfer all or part
          of its business or assets.

          (k) RIGHTS AS A STOCKHOLDER.  An Optionee or a transferee of an Option
     shall have no rights as a stockholder with respect to any shares covered by
     the Option until the date of the issuance of a stock certificate to him for
     such  shares.  No  adjustment  shall be made  for  dividends  (ordinary  or
     extraordinary,   whether  in  cash,   securities  or  other   property)  or
     distribution of other rights for which the record date is prior to the date
     such  stock  certificate  is issued,  except as  provided  in Section  8(j)
     hereof.

          (1) RIGHTS AS AN  EMPLOYEE.  Nothing in the Plan or in any  instrument
     executed  pursuant to the Plan will confer upon any  Optionee  any right to
     continue  in the  employ  of the  Corporation  or  affect  the right of the
     Corporation to terminate the employment of any Optionee at any time with or
     without cause.

          (m) OTHER PROVISIONS. The Option Agreements authorized under the Plan
     shall contain such other provisions, including, without limitation, (i) the
     imposition of restrictions upon the exercise of an Option,  and (ii) in the
     case of an Incentive  Stock  Option,  the  inclusion of any  condition  not
     inconsistent  with such Option  qualifying as an Incentive Stock Option, as
     the Committee shall deem advisable.

9.   AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.

     If the  Committee  shall so  require,  as a  condition  of  exercise,  each
Optionee shall agree that --

          (a)  no  later  than  the  date  of  exercise  of any  Option  granted
     hereunder,  the Optionee will pay to the  Corporation or make  arrangements
     satisfactory to the Committee  regarding  payment of any federal,  state or
     local taxes of any kind required by law to be withheld upon the exercise of
     such Option, and

          (b) the Corporation shall, to the extent permitted or


                                       12
<PAGE>


required  by law,  have  the  right to  deduct  federal,  state  and  local  and
employment taxes of any kind required by law to be withheld upon the exercise of
such Option from any payment of any kind required by law to be withheld upon the
exercise  of such  Option  from any  payment  of any kind  otherwise  due to the
Optionee.

10.  TERM OF PLAN.

     Options  may be  granted  pursuant  to the Plan from time to time  within a
period of ten (10) years from the date the Plan is adopted by the Board,  or the
date the Plan is approved by the stockholders of the  Corporation,  whichever is
earlier.

11.  AMENDMENT AND TERMINATION OF THE PLAN.

     The Board at any time and from time to time may suspend,  terminate, modify
or  amend  the  Plan;  provided,   however,  that  no  amendment  that  requires
stockholder   approval  under  applicable  Delaware  law,  under  the  rules  or
regulations of any securities exchange or regulatory agency, or in order for the
Plan to continue to comply with Rule 16b-3 or, if applicable, to comply with the
exception for qualified  performance-based  compensation  under Code Section 162
(in) , or in order for Options intended to constitute Incentive Stock Options to
satisfy the  requirements  of Section 422 of the Code shall be effective  unless
the same shall be  approved by the  requisite  vote of the  stockholders  of the
Corporation. Except as provided in Section 8 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any Option previously
granted,  unless  the  written  consent of the  Optionee  or, as  applicable,  a
permissible transferee (as provided in Section 8(i)) is obtained.

12.  INTERPRETATION.

     The Plan is  designed  and  intended  to comply with Rule 16b-3 and, to the
extent  applicable,  Sections  162(m)  and 422 of the Code,  and all  provisions
hereof shall be construed in a manner to so comply.

13.  APPROVAL AND RATIFICATION BY STOCKHOLDERS.

     The Plan shall take effect as set forth in Section 16 upon its  adoption by
the Board of Directors, but shall be subject to its approval and ratification by
the holders of a majority of the issued and  outstanding  shares of Common Stock
of the  Corporation,  which approval and  ratification  must occur within twelve
months after the date that the Plan is adopted by the Board.


                                       13
<PAGE>


14.  EFFECT OF HEADINGS.

     The section and subsection  headings  contained  herein are for convenience
only and shall not affect the construction hereof.

15.  GOVERNING LAW.

     The Plan shall be governed by the laws of the State of Delaware.

16.  EFFECTIVE DATE OF PLAN.

     The  effective  date of the Plan is the date  the  Plan is  adopted  by the
Board.










                                       14
<PAGE>


                                NTL INCORPORATED
                  1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                (AS AMENDED AND RESTATED EFFECTIVE JUNE 3, 1997)


1.   PURPOSE; CONSTRUCTION.

     The purpose of this NTL  Incorporated  1993  Non-Employee  Directors  Stock
Option Plan, as amended and restated effective June 3, 1997 (the "Plan"),  is to
encourage  stock ownership by non-employee  directors of NTL  Incorporated  (the
"Corporation") in order to increase their  identification  with the interests of
the Corporation's shareholders, and to encourage such directors to remain in the
service of the  Corporation  and to put forth maximum efforts for the success of
the business.

2.   DEFINITIONS.

     As used in this  Plan,  the  following  words and  phrases  shall  have the
meanings indicated:

     (a) "BOARD" shall mean the Board of Directors of the Corporation.

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

     (c) "COMMON  STOCK" shall mean the common stock,  par value $.01 per share,
of the Corporation.

     (d)  "DISABILITY"  shall  mean an  Optionee's  inability  to  engage in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment that can be expected to result in death or that has lasted or
can be  expected  to last for a  continuous  period of not less than twelve (12)
months.

     (e) "FAIR MARKET VALUE" per share as of a particular date shall mean (i) if
the Common Stock is then traded on an  over-the-counter  market,  the average of
the closing bid and asked prices for the Common  Stock in such  over-the-counter
market on such date or on the last  preceding  date on which there was a sale of
such Common Stock in such market,  (ii) if the Common Stock is then  admitted to
quotation on the National  Association of Securities Dealers Automated Quotation
System  ("NASDAQ") or other comparable  quotation system and has been designated
as a National  Market System  ("NMS")  security,  or if the Common Stock is then
listed on a national securities  exchange,  the closing sales price per share on
such date or on the last preceding date on which there was a sale of such Common
Stock on such  exchange,  or (iii) if the Common  Stock is not then traded in an
over-the-counter  market,  admitted to quotation  on NASDAQ or other  comparable
quotation system, or listed on a national securities exchange, such value as the
Committee in its discretion may determine.

     (f) "OPTION" shall mean a stock option granted pursuant to the Plan.
<PAGE>


     (g) "OPTIONEE" shall mean a person to whom an Option has been granted under
the Plan.

3.   ADMINISTRATION.

     The Plan shall be administered  by the  Compensation  and Option  Committee
(the "Committee") established by the Board.

     The Committee  shall have the powers vested in it by the terms of the Plan,
such powers to include the  authority  to prescribe  the form of the  agreements
embodying awards of Options made under the Plan. The Committee shall, subject to
and not inconsistent with the express provisions of the Plan, have the authority
to  administer  the Plan and to exercise all the powers and  authorities  either
specifically  granted  to it under the Plan or  necessary  or  advisable  in the
administration  of the Plan,  including,  without  limitation,  the authority to
prescribe,  amend and rescind rules and regulations relating to the Plan; and to
make  all  other   determinations   deemed   necessary  or  advisable   for  the
administration of the Plan.

     The  Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any person to whom it has  delegated  duties as aforesaid may employ one or more
persons to render  advice with respect to any  responsibility  the  Committee or
such person may have under the Plan.

     The Board shall fill all vacancies,  however caused, in the Committee.  The
Board may from time to time appoint additional members to the Committee, and may
at any time remove one or more  Committee  members and  substitute  others.  One
member of the Committee may be selected by the Board as chairman.  The Committee
shall hold its meetings at such times and places as it shall deem advisable. All
determinations  of the  Committee  shall be made by a  majority  of its  members
either present in person or participating by conference telephone at any meeting
or by written consent. The Committee may appoint a secretary and make such rules
and regulations for the conduct of its business as it shall deem advisable,  and
shall keep minutes of its meetings.

     No member of the Board or Committee shall be liable for any action taken or
determination  made in good faith with respect to the Plan or any Option granted
hereunder.

4.   ELIGIBILITY.

     Each member of the Board who is not an employee of the  Corporation  or any
of its  affiliates  (a  "Non-Employee  Director")  shall be  granted  Options in
accordance with Section 6 hereof.  The adoption of this Plan shall not be deemed
to give any  director  any right to be granted an Option to  purchase  shares of
Common Stock, other than in accordance with the terms of this Plan.


                                       2
<PAGE>


5.   STOCK.

     The stock  subject  to  Options  granted  hereunder  shall be shares of the
Corporation's  Common Stock. Such shares may, in whole or in part, be authorized
but unissued  shares or shares that shall have been or that may be reacquired by
the  Corporation.  The  aggregate  number of shares of Common  Stock as to which
Options  may be  granted  from  time to time  under the Plan  shall  not  exceed
320,000.  The limitation  established by the preceding sentence shall be subject
to adjustment as provided in Section 6(k) hereof.

     In the event  that any  outstanding  Option  under the Plan for any  reason
expires or is cancelled, surrendered or otherwise terminated without having been
exercised  in full,  the shares of Common  Stock  allocable  to the  unexercised
portion of such Option shall (unless the Plan shall have been terminated) become
available for subsequent grants of Options under the Plan.

6.   TERMS AND CONDITIONS OF OPTIONS.

     Each Option  granted  pursuant to the Plan shall be  evidenced by a written
agreement between the Corporation and the Optionee in such form as the Committee
shall  prescribe  from time to time,  which  agreement  shall comply with and be
subject to the following terms and conditions:

     (a) INITIAL  FORMULA  GRANTS.  On May 26, 1993 the ("Initial  Grant Date"),
each  Non-Employee  Director  as of such date  shall be  granted  automatically,
without action by the Committee,  an Option to purchase  34,667 shares of Common
Stock. In addition, each Non-Employee Director who, after the Initial Grant Date
but prior to June 3, 1997,  is elected to the Board for the first time will,  at
the time such Director is elected and duly qualified,  be granted automatically,
without action by the Committee,  an Option to purchase  34,667 shares of Common
Stock.

     (b)  FORMULA  GRANTS TO  CONTINUING  DIRECTORS.  On the date of each of the
first,  second and third  annual  meetings of  stockholders  at least six months
subsequent  to the  Initial  Grant  Date,  each  continuing  Director  (i.e.,  a
Non-Employee Director not being elected by stockholders for the first time) will
be granted automatically, without action by the Committee, an Option to purchase
1,333 shares of Common Stock.

     (c) DISCRETIONARY GRANTS. After the third annual meeting of stockholders at
least six months  subsequent  to the Initial Grant Date,  the remaining  options
available  for  grant  under  this plan  shall be  granted  to the  Non-Employee
Directors in the amounts and on such date as  determined  by the Committee or by
the Board of Directors.

     (d) TYPE OF OPTION.  Each  Option  granted  under the Plan shall be a stock
option which is not intended to qualify as an  "incentive  stock  option"  under
Section  422 of the Code.


                                       3
<PAGE>


     (e) OPTION  PRICE.  The Option Price of each Option  granted under the Plan
shall be equal to one hundred  percent  (100%) of the Fair  Market  Value of the
shares of Common Stock subject to such Option on the date of grant thereof.  The
Option Price shall be subject to adjustment as provided in Section 6(k) hereof.

     (f) MEDIUM AND TIME OF  PAYMENT.  Options may be  exercised  in whole or in
part at any time during the option period by giving  written  notice of exercise
specifying  the number of shares to be purchased,  accompanied by payment of the
purchase  price.  Payment of the purchase  price may be made in cash  (including
cash   equivalents,   such  as  by  certified  or  bank  check  payable  to  the
Corporation),  by delivery of unrestricted shares of Common Stock that have been
owned by the Optionee or, as applicable,  a permissible  transferee (as provided
in  Section  6(j))  for  at  least  six  months,  or in any  combination  of the
foregoing.

     (g) TERM AND  EXERCISE OF  OPTIONS.  Options  granted  under the Plan shall
become  exercisable as to twenty percent (20%) of the shares subject  thereto on
the date of grant  thereof and as to an additional  twenty  percent (20%) of the
shares  subject  thereto  on  each  of  the  first,  second,  third  and  fourth
anniversaries of the date of grant thereof. An Option shall be exercisable for a
period  of ten (10)  years  from the  date of  grant of such  Option;  provided,
however,  that,  except as provided in this Section  6(g),  the exercise  period
shall be subject to earlier  termination  as provided in Sections  6(h) and 6(i)
hereof. An Option may be exercised, as to any or all full shares of Common Stock
as to which the Option has become exercisable,  by giving written notice of such
exercise to the Committee,  or to such  individual(s)  as the Committee may from
time to time designate. Notwithstanding anything in the Plan to the contrary, in
the case of the  termination  of  service  of an  Optionee  as a  director,  the
Committee or, to the extent determined necessary to satisfy the requirements for
an  exemption  from Section  16(b) of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"),  the Board, in its sole discretion,  may determine
that all or a portion of the Options that are then held by the Optionee  (or, as
applicable,  by a permissible transferee of such Options (as provided in Section
6(j))  shall,  to  the  extent  not  then  exercisable,  become  exercisable  in
accordance  with the first  sentence  of this  Section  6(g) or as  provided  in
Section 6(k) and that all or a portion of the Options held by the Optionee or by
a  transferee  at the  time of the  Optionee's  termination  of  service  may be
exercised by the Optionee or, as applicable, by a transferee (or, as applicable,
by their beneficiaries,  executors, administrators, heirs and successors) during
such period as  determined  by the  Committee  (or, as  applicable,  the Board),
provided  that  such  period  shall  terminate  no  earlier  than the end of the
exercise  period that  otherwise  would apply under Section 6(h) or Section 6(i)
following  such  termination of service under the Plan and no later than the end
of the applicable Option term.

     (h)  TERMINATION.  Except as provided in this  Section  6(h) and in Section
6(i)  hereof,  an Option may not be  exercised  by the  Optionee  to whom it was
granted or by a transferee to whom such Option was  transferred  (as provided in
Section  6(j))  unless the  Optionee  is then in  service  as a director  of the
Corporation   and  unless  the  Optionee  has  remained   continuously   in  the
Corporation's  service as a director  since the date of grant of the Option.  In
the event


                                       4
<PAGE>


that the  service of an Optionee as a director  shall  terminate  (other than by
reason of death, Disability or retirement), all Options granted to such Optionee
or  transferred  by such  Optionee  (as  provided  in  Section  6(j))  that  are
exercisable at the time of such  termination  may, unless earlier  terminated in
accordance  with their  terms,  be  exercised by the Optionee or by a transferee
within three (3) months after such termination;  provided,  however, that if the
service of an Optionee  as a director of the  Corporation  shall  terminate  for
cause, all Options  theretofore  granted to such Optionee or transferred by such
Optionee (as provided in Section  6(j)),  shall,  to the extent not  theretofore
exercised,  terminate  forthwith.  Nothing in the Plan or in any Option  granted
pursuant hereto shall confer upon an individual any right to continue in service
as a director of the  Corporation  or interfere in any way with the right of the
Corporation to terminate such service.

     (i) DEATH,  DISABILITY OR RETIREMENT OF OPTIONEE.  If an Optionee shall die
while in service as a director  of the  Corporation  or within  three (3) months
after the  termination of such Optionee's  service,  other than for cause, or if
the Optionee's  service as a director shall terminate by reason of Disability or
retirement,  all Options  theretofore granted to such Optionee or transferred by
such Optionee (as provided in Section 6(j)), to the extent otherwise exercisable
at the time of death or termination of service,  may, unless earlier  terminated
in  accordance  with  their  terms,  be  exercised  by  the  Optionee  or by the
Optionee's  estate or by a person who acquired the right to exercise such Option
by bequest or  inheritance  or otherwise by reason of the death or Disability of
the  Optionee,  or by a transferee at any time within one year after the date of
death, Disability or retirement of the Optionee.

     (j) NONTRANSFERABILITY OF OPTIONS. Except as provided in this Section 6(j),
no Option  granted  hereunder  shall be  transferable  by the  Optionee  to whom
granted,  other than by will or the laws of descent  and  distribution,  and the
Option  may be  exercised  during  the  lifetime  of such  Optionee  only by the
Optionee or such Optionee's guardian or legal representative.  To the extent the
Option  Agreement so provides,  and subject to such  conditions as the Committee
may prescribe  (provided  such  prescription  of  conditions  does not cause the
acquisition  or  disposition  of securities  hereunder to fail to qualify for an
exemption  under  Section  16(b) of the Exchange  Act),  an Optionee  may,  upon
providing  written notice to the General  Counsel of the  Corporation,  elect to
transfer the stock options granted to such Optionee  pursuant to such agreement,
without consideration  therefor, to members of his or her "immediate family" (as
defined below),  to a trust or trusts  maintained  solely for the benefit of the
Optionee and/or the members of his or her immediate  family, or to a partnership
or  partnerships  whose only partners are the Optionee and/or the members of his
or  her  immediate  family.  Any  purported  assignment,   alienation,   pledge,
attachment,   sale,  transfer,  or  encumbrance  that  does  not  qualify  as  a
permissible  transfer under this Section 6(j),  shall be void and  unenforceable
against the Plan and the  Corporation.  For purposes of this Section  6(j),  the
term "immediate family" shall mean, with respect to a particular  Optionee,  the
Optionee's spouse,  children or grandchildren,  and such other persons as may be
determined by the Committee.  The terms of any such Option and the Plan shall be
binding  upon  a  permissible  transferee,  and  the  beneficiaries,  executors,
administrators,  heirs and  successors  of the Optionee  and, as  applicable,  a
permissible  transferee.


                                       5
<PAGE>


     (k) EFFECT OF CERTAIN CHANGES.  (1) If there is any change in the number of
shares of Common Stock through the  declaration of stock or cash  dividends,  or
recapitalization resulting in stock splits, or combinations or exchanges of such
shares,  the aggregate  number of shares of Common Stock  available for Options,
the number of such shares covered by outstanding Options, and the exercise price
per share of such Options shall be proportionately  adjusted by the Committee to
reflect any increase or decrease in the number of issued shares of Common Stock;
provided,  however,  that any fractional  shares  resulting from such adjustment
shall  be  rounded  to the  nearest  whole  share.  In the  event  of any  other
extraordinary   corporate   transaction,   including,   but  not   limited   to,
distributions of cash or other property to the Corporation's  shareholders,  the
Committee  shall  equitably  adjust  outstanding  Options to  preserve,  but not
increase, the benefits of such Options.

          (2) In the event of the proposed  dissolution  or  liquidation  of the
     Corporation,  in  the  event  of  any  corporate  separation  or  division,
     including,  but not limited to, split-up,  split-off or spin-off, or in the
     event  of a  merger  or  consolidation  of  the  Corporation  with  another
     corporation,  the  Committee  shall  provide that the holder of each Option
     then exercisable  shall have the right to exercise such Option (at its then
     Option Price) solely for the kind and amount of shares,  of stock and other
     securities,  property, cash or any combination thereof receivable upon such
     dissolution, liquidation, or corporate separation or division, or merger or
     consolidation by a holder of the number of shares of Common Stock for which
     such  Option  might  have  been   exercised   immediately   prior  to  such
     dissolution, liquidation, or corporate separation or division, or merger or
     consolidation.

          (3) If while unexercised Options remain outstanding under the Plan--

               (i) any  corporation,  person  or other  entity  (other  than the
          Corporation)  makes a tender or  exchange  offer for  shares of Common
          Stock pursuant to which purchases are made ("Offer"), or

               (ii) the  stockholders  of the  Corporation  approve a definitive
          agreement to merge or consolidate the Corporation with or into another
          corporation  or to sell or otherwise  dispose of all or  substantially
          all of its assets, or adopt a plan of liquidation, or

               (iii) the "beneficial  ownership" (as defined in Rule 13d-3 under
          the  Exchange  Act) of  securities  representing  more than 15% of the
          combined  voting power of the  Corporation is acquired by any "person"
          as defined in sections 13(d) and 14(d) of the Exchange Act, or

               (iv) during any period of two consecutive years,  individuals who
          at the  beginning  of such period were  members of the Board cease for
          any reason to  constitute  at least a  majority  thereof  (unless  the
          election,   or  the  nomination  for  election  by  the  Corporation's
          stockholders,  of each new director was approved by a vote of at least
          two-thirds of the directors then still in office who were directors at
          the beginning of such


                                       6
<PAGE>


          period),

     then from and after the date of the first purchase of Common Stock pursuant
     to such Offer, or the date of any such stockholder approval or adoption, or
     the date on which public announcement of the acquisition of such percentage
     shall have been made, or the date on which the change in the composition of
     the Board set forth above shall have occurred, whichever is applicable (the
     applicable date being referred to hereinafter as the "Acceleration  Date"),
     all  Options  shall  be  exercisable  in  full,  whether  or not  otherwise
     exercisable.  Following the Acceleration  Date, the Committee shall, in the
     case of a merger,  consolidation or sale or disposition of assets, promptly
     make an appropriate  adjustment to the number and class of shares of Common
     Stock available for Options,  and to the amount and kind of shares or other
     securities or property  receivable upon exercise of any outstanding Options
     after the effective date of such transaction, and the price thereof.

          (4)  Paragraphs  (2) and (3) of this Section 6(k) shall not apply to a
     merger or consolidation  in which the Company is the surviving  corporation
     and shares of Common Stock are not  converted  into or exchanged for stock,
     securities  of any other  corporation,  cash or any  other  thing of value.
     Notwithstanding  the preceding  sentence,  in case of any  consolidation or
     merger of another corporation into the Corporation in which the Corporation
     is the surviving  corporation and in which there is a  reclassification  or
     change  (including a change to the right to receive cash or other property)
     of the shares of Common  Stock  (other than a change in par value,  or from
     par value to no par value,  or as a result of a subdivision or combination,
     but  including any change in such shares into two or more classes or series
     of shares), the Committee shall provide that the holder of each Option then
     exercisable  shall have the right to exercise  such  Option  solely for the
     kind and amount of shares of stock and other securities (including those of
     any new direct or indirect parent of the  Corporation),  property,  cash or
     any  combination  thereof  receivable upon such  reclassification,  change,
     consolidation  or  merger by the  holder of the  number of shares of Common
     Stock for which such Option might have been exercised.

          (5) In the event of a change in the Common Stock of the Corporation as
     presently  constituted,  which  is  limited  to a  change  of  all  of  its
     authorized  shares  with par value  into the same  number of shares  with a
     different  par value or without par value,  the shares  resulting  from any
     such change  shall be deemed to be the Common  Stock  within the meaning of
     the Plan.

          (6) To the extent that the  foregoing  adjustments  relate to stock or
     securities  of the  Corporation,  such  adjustments  shall  be  made by the
     Committee,  whose determination in that respect shall be final, binding and
     conclusive.

          (7) Except as  hereinbefore  expressly  provided in this Section 6(k),
     the  Optionee  shall  have  no  rights  by  reason  of any  subdivision  or
     consolidation  of shares of stock of any class or the  payment of any stock
     dividend or any other increase or decrease in the number of shares of stock
     of any class or by  reason  of any  dissolution,  liquidation,  merger,  or
     consolidation


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     or spinoff of assets or stock of another corporation;  and any issue by the
     Corporation of shares of stock of any class, or securities convertible into
     shares of stock of any class, shall not affect, and no adjustment by reason
     thereof  shall be made with  respect  to,  the number or price of shares of
     Common Stock subject to the Option.  The grant of an Option pursuant to the
     Plan shall not affect in any way the right or power of the  Corporation  to
     make  adjustments,  reclassifications,  reorganizations  or  changes of its
     capital  or  business  structures  or  to  merge  or to  consolidate  or to
     dissolve,  liquidate  or sell,  or transfer  all or part of its business or
     assets.

     (l) RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an Option shall
have no rights as a stockholder with respect to any shares covered by the Option
until the date of the  issuance  of a stock  certificate  to him or her for such
shares.  No adjustment shall be made for dividends  (ordinary or  extraordinary,
whether in cash,  securities or other  property) or distribution of other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 6(k) hereof.

     (m) OTHER PROVISIONS. The Option Agreements authorized under the Plan shall
contain such other provisions,  including, without limitation, the imposition of
restrictions  upon the  exercise  of an  Option,  unless the  inclusion  of such
provisions  would cause the acquisition or disposition of shares of Common Stock
in  connection  with such Option  Agreements to fail to qualify for an exemption
from Section 16(b) of the Exchange Act.

7.   TERM OF PLAN.

     Options  may be  granted  pursuant  to the Plan from time to time  within a
period of ten (10) years from the date the Plan is adopted by the Board,  or the
date the Plan is approved by the stockholders of the  Corporation,  whichever is
earlier.

8.   AMENDMENT AND TERMINATION OF THE PLAN.

     The Board at any time and from time to time may suspend,  terminate, modify
or  amend  the  Plan;  provided,   however,  that  no  amendment  that  requires
stockholder   approval  under  applicable  Delaware  law,  under  the  rules  or
regulations of any securities exchange or regulatory agency, or in order for the
Plan to continue to comply with Rule 16b-3 (as  promulgated  under Section 16(b)
of the Exchange Act) shall be effective unless the same shall be approved by the
requisite vote of the  stockholders  of the  Corporation.  Except as provided in
Section 6 hereof, no suspension,  termination,  modification or amendment of the
Plan may  adversely  affect any Option  previously  granted,  unless the written
consent of the Optionee or, as applicable, a permissible transferee (as provided
in Section 6(j)) is obtained.


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9.   APPROVAL AND RATIFICATION BY STOCKHOLDERS.

     The Plan shall take effect as set forth in Section 12 upon its  adoption by
the Board of Directors, but shall be subject to its approval and ratification by
the holders of a majority of the issued and  outstanding  shares of Common Stock
of the  Corporation,  which approval and  ratification  must occur within twelve
months after the date that the Plan is adopted by the Board.

10.  EFFECT OF HEADINGS.

     The section and subsection  headings  contained  herein are for convenience
only and shall not affect the construction hereof.

11.  GOVERNING LAW.

     The Plan shall be governed by the laws of the State of Delaware.

12.  EFFECTIVE DATE OF PLAN.

     The  effective  date of the Plan is the date  the  Plan is  adopted  by the
Board.


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