<PAGE>

                                                                     Exhibit 4.1
                                                                     -----------




                              ITC/\DELTACOM, INC.
                            1997 STOCK OPTION PLAN
                            (Amended and Restated)
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----
<S>                                                                     <C>
1.    PURPOSE..........................................................   1
2.    DEFINITIONS......................................................   1
3.    ADMINISTRATION...................................................   3
      3.1.   Committee.................................................   3
      3.2.   No Liability..............................................   4
4.    STOCK............................................................   4
5.    ELIGIBILITY......................................................   4
6.    EFFECTIVE DATE AND TERM..........................................   4
      6.1.   Effective Date............................................   4
      6.2.   Term......................................................   5
7.    GRANT OF OPTIONS.................................................   5
8.    LIMITATION ON Incentive STOCK OPTIONS............................   5
9.    OPTION AGREEMENTS................................................   5
10.   OPTION PRICE.....................................................   6
11.   TERM AND EXERCISE OF OPTIONS.....................................   6
      11.1.  Term......................................................   6
      11.2.  Exercise by Optionee......................................   6
      11.3.  Option Period and Limitations on Exercise.................   6
      11.4.  Method of Exercise........................................   7
      11.5.  Parachute Limitations.....................................   8
12.   TRANSFERABILITY OF OPTIONS.......................................   9
13.   TERMINATION OF SERVICE RELATIONSHIP..............................   9
14.   RIGHTS IN THE EVENT OF DEATH OR DISABILITY.......................  10
      14.1.  Death.....................................................  10
      14.2.  Disability................................................  11
15.   USE OF PROCEEDS..................................................  11
16.   SECURITIES LAWS..................................................  11
17.   EXCHANGE ACT: RULE 16b-3.........................................  12
      17.1.  General...................................................  12
      17.2.  Compensation Committee....................................  12
      17.3.  Restriction on Transfer of Stock..........................  13
18.   AMENDMENT AND TERMINATION........................................  13
19.   EFFECT OF CHANGES IN CAPITALIZATION..............................  13
      19.1.  Changes in Stock..........................................  13
      19.2.  Reorganization With Corporation Surviving.................  14
      19.3.  Other Reorganizations; Sale of Assets or Stock............  14
      19.4.  Adjustments...............................................  15
      19.5.  No Limitations on Corporation.............................  15
20.   WITHHOLDING......................................................  15
21.   DISCLAIMER OF RIGHTS.............................................  15
22.   NONEXCLUSIVITY...................................................  16
23.   GOVERNING LAW....................................................  16
</TABLE>

                                       i
<PAGE>

                              ITC/\DELTACOM, INC.
                            1997 STOCK OPTION PLAN
                            (Amended and Restated)

          ITC/\DELTACOM, INC., a Delaware corporation (the "Corporation"), sets
forth herein the terms of the 1997 Stock Option Plan (the "Plan") as follows:

1.   PURPOSE

          The Plan is intended to advance the interests of the Corporation by
providing eligible individuals (as designated pursuant to Section 5 hereof) an
opportunity to acquire or increase a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries and will encourage
such eligible individuals to continue to service the Corporation.

2.   DEFINITIONS

          For purposes of interpreting the Plan and related documents (including
Option Agreements), the following definitions shall apply:

               2.1  "Affiliate" means any company or other trade or business
that is controlled by or under common control with the Corporation, (determined
in accordance with the principles of Section 414(b) and 414(c) of the Code and
the regulations thereunder) or is an affiliate of the Corporation within the
meaning of Rule 405 of Regulation C under the 1933 Act.

               2.2  "Board" means the Board of Directors of the Corporation.

               2.3  "Cause" means, unless otherwise defined in an Option
Agreement, (i) gross negligence or willful misconduct in connection with the
performance of duties; (ii) conviction of a criminal offense (other than minor
traffic offenses); or (iii) material breach of any term of any employment,
consulting or other services, confidentiality, intellectual property or non-
competition agreements, if any, between Optionee and the Corporation or any of
its Subsidiaries or Affiliates.

               2.4  "Code" means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.

               2.5  "Committee" means the Compensation Committee of the Board
which must consist of no fewer than two members of the Board and shall be
appointed by the Board.

               2.6  "Corporation" means ITC/\DELTACOM, Inc.
<PAGE>

               2.7  "Effective Date" means the date of adoption of the Plan by
the Board.

               2.8  "Employer" means ITC/\DELTACOM, Inc. or the Subsidiary,
Affiliate or majority stockholder of the Corporation which employs the
designated recipient of an Option.

               2.9  "Exchange Act" means the Securities Exchange Act of 1934, as
now in effect or as hereafter amended.

               2.10 "Fair Market Value" means the value of each share of Stock
subject to the Plan determined as follows: if on the Grant Date or other
determination date the shares of Stock are listed on an established national or
regional stock exchange, are admitted to quotation on the National Association
of Securities Dealers Automated Quotation System, or are publicly traded on an
established securities market, the Fair Market Value of the shares of Stock
shall be the closing price of the shares of Stock on such exchange or in such
market (the highest such closing price if there is more than one such exchange
or market) on the trading day immediately preceding the Grant Date (or on the
Grant Date, if so specified by the Committee or the Board) or such other
determination date (or if there is no such reported closing price, the Fair
Market Value shall be the mean between the highest bid and lowest asked prices
or between the high and low sale prices on such trading day) or, if no sale of
the shares of Stock is reported for such trading day, on the next preceding day
on which any sale shall have been reported. If the shares of Stock are not
listed on such an exchange, quoted on such System or traded on such a market,
Fair Market Value shall be determined by the Board in good faith.

               2.11 "Grant Date" means the later of (i) the date as of which the
Committee approves the grant and (ii) the date as of which the Optionee and the
Corporation, Subsidiary, Affiliate or majority stockholder of the Corporation
enter the relationship resulting in the Optionee being eligible for grants.

               2.12 "Family Member" means a person who is a spouse, child,
stepchild, grandchild, parent, stepparent, grandparent, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the Optionee, any person
sharing the Optionee's household (other than a tenant or employee), a trust in
which these persons (or the Optionee) have more than fifty percent of the
beneficial interest, a foundation in which these persons (or the Optionee)
control the management of assets, and any other entity in which these persons
(or the Optionee) own more than fifty percent of the voting interests.

               2.13 "Incentive Stock Option" means an "incentive stock option"
within the meaning of section 422 of the Code.

                                       2
<PAGE>

               2.14 "Option" means an option to purchase one or more shares of
Stock pursuant to the Plan.

               2.15 "Option Agreement" means the written agreement evidencing
the grant of an Option hereunder.

               2.16 "Optionee" means a person who holds an Option under the
Plan.

               2.17 "Option Period" means the period during which Options may be
exercised as defined in Section 11.

               2.18 "Option Price" means the purchase price for each share of
Stock subject to an Option.

               2.19 "Plan" means the ITC/\DELTACOM, Inc. 1997 Stock Option Plan.

               2.20 "1933 Act" means the Securities Act of 1933, as now in
effect or as hereafter amended.

               2.21 "Service Relationship" means the provision of bona fide
services to the Corporation, a Subsidiary, an Affiliate or the majority
stockholder as an employee, director, advisor or consultant.

               2.22 "Stock" mean the shares of Common Stock, par value $.01 per
share, of the Corporation.

               2.23 "Subsidiary" means any "subsidiary corporation" of the
Corporation within the meaning of Section 425(f) of the Code.

3.   ADMINISTRATION

     3.1. Committee

          The Plan shall be administered by the Committee appointed by the
Board, which shall have the full power and authority to take all actions and to
make all determinations required or provided for under the Plan or any Option
granted or Option Agreement entered into hereunder and all such other actions
and determinations not inconsistent with the specific terms and provisions of
the Plan deemed by the Committee to be necessary or appropriate to the
administration of the Plan or any Option granted or Option Agreement entered
into hereunder. The interpretation and construction by the Committee of any
provision of the Plan or of

                                       3
<PAGE>

any Option granted or Option Agreement entered into hereunder shall be final and
conclusive.

     3.2. No Liability

          No member of the Board or of the Committee shall be liable for any
action or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan or any Option granted or
Option Agreement entered into hereunder.

4.   STOCK

          The stock that may be issued pursuant to Options granted under the
Plan shall be Stock, which shares may be treasury shares or authorized but
unissued shares. The number of shares of Stock that may be issued pursuant to
Options granted under the Plan shall not exceed in the aggregate 13,815,000
shares of Stock, which number of shares is subject to adjustment as provided in
Section 19 hereof. If any Option expires, terminates or is terminated for any
reason prior to exercise in full, the shares of Stock that were subject to the
unexercised portion of such Option shall be available for future Options granted
under the Plan.

5.   ELIGIBILITY

          Options may be granted under the Plan to (i) any officer or key
employee of the Corporation, any Subsidiary, any Affiliate or the majority
stockholder of the Corporation (including any such officer or key employee who
is also a director of the Corporation, any Subsidiary, any Affiliate or the
majority stockholder of the Corporation) or (ii) any other individual whose
participation in the Plan is determined to be in the best interests of the
Corporation by the Committee. An individual may hold more than one Option,
subject to such restrictions as are provided herein.

6.   EFFECTIVE DATE AND TERM

     6.1. Effective Date

          The Plan shall become effective as of the date of adoption by the
Board, subject to stockholders' approval of the Plan within one year of such
effective date by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of all
outstanding stock is present, either in person or by proxy, and voting on the
matter, or by written consent in accordance with applicable state law and the
Certificate of Incorporation and By-Laws of the Corporation; provided, however,
                                                             --------- -------
that upon approval of the Plan by the stockholders of the Corporation, all
Options granted under the Plan on or after the effective date shall be fully
effective as if the stockholders of the Corporation had approved the Plan on the
effective date. If the stockholders fail to

                                       4
<PAGE>

approve the Plan within one year of such effective date, any Options granted
hereunder shall be null, void and of no effect.

     6.2. Term

          If not sooner terminated by the Board, the Plan shall terminate on the
date 10 years after the effective date.

7.   GRANT OF OPTIONS

          Subject to the terms and conditions of the Plan, the Committee may, at
any time and from time to time prior to the date of termination of the Plan,
grant to such eligible individuals as the Committee may determine Options to
purchase such number of shares of Stock on such terms and conditions as the
Committee may determine, including any terms or conditions which may be
necessary to qualify such Options as Incentive Stock Options. Without limiting
the foregoing, the Committee may at any time, with the consent of the Optionee,
amend the terms of outstanding Options or issue new Options in exchange for the
surrender and cancellation of outstanding Options. The date on which the
Committee approves the grant of an Option (or such later date as is specified by
the Committee) shall be considered the date on which such Option is granted. The
maximum number of shares of Stock subject to Options that can be awarded under
the Plan to any person is 1,605,000 shares, which number of shares is subject to
adjustment as provided in Section 19 hereof.

8.   LIMITATION ON Incentive STOCK OPTIONS

          An Option shall constitute an Incentive Stock Option only to the
extent that (i) it is designated an Incentive Stock Option and (ii) the
aggregate fair market value (determined at the time the Option is granted) of
the Stock with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year (under the Plan and all
other plans of the Optionee's employer corporation and its parent and subsidiary
corporations within the meaning of Section 422(d) of the Code) does not exceed
$100,000. This limitation shall be applied by taking Options into account in the
order in which such Options were granted.

9.   OPTION AGREEMENTS

          All Options granted pursuant to the Plan shall be evidenced by written
agreements to be executed by the Corporation and the Optionee, in such form or
forms as the Committee shall from time to time determine. Option Agreements
covering Options granted from time to time or at the same time need not contain
similar provisions; provided, however, that all such Option Agreements shall
                    --------  -------
comply with all terms of the Plan.

                                       5
<PAGE>

10.  OPTION PRICE

            The purchase price of each share of Stock subject to an Option shall
be fixed by the Committee and stated in each Option Agreement. In the case of an
Option that is intended to constitute an Incentive Stock Option, the Option
Price shall be not less than the greater of par value or 100 percent of the fair
market value of a share of the Stock covered by the Option on the date the
Option is granted (as determined in good faith by the Committee); provided,
                                                                  --------
however, that in the event the Optionee would otherwise be ineligible to receive
-------
an Incentive Stock Option by reason of the provisions of Sections 422(b)(6) and
424(d) of the Code (relating to stock ownership of more than 10 percent), the
Option Price of an Option which is intended to be an Incentive Stock Option
shall be not less than the greater of par value or 110 percent of the fair
market value of a share of the Stock covered by the Option at the time such
Option is granted. In the case of an Option not intended to constitute an
Incentive Stock Option, the Option Price shall be not less than the par value of
a share of the Stock covered by the Option on the date the Option is granted.

11.  TERM AND EXERCISE OF OPTIONS

     11.1.  Term

            Each Option granted under the Plan shall terminate and all rights to
purchase shares thereunder shall cease upon the expiration of 10 years from the
date such Option is granted, or on such date prior thereto as may be fixed by
the Committee and stated in the Option Agreement relating to such Option;
provided, however, that in the event the Optionee would otherwise be ineligible
--------  -------
to receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to stock ownership of more than 10
percent), an Option granted to such Optionee which is intended to be an
Incentive Stock Option shall in no event be exercisable after the expiration of
five years from the date it is granted.

     11.2.  Exercise by Optionee

            Only the Optionee receiving an Option or a transferee of an Option
pursuant to Section 12 (or, in the event of the Optionee's legal incapacity or
incompetency, the Optionee's guardian or legal representative, and in the case
of the Optionee's death, the Optionee's estate) may exercise the Option.

     11.3.  Option Period and Limitations on Exercise

            Each Option granted under the Plan shall be exercisable in whole or
in part at any time and from time to time over a period commencing on or after
the date of grant of the Option and ending upon the expiration or termination of
the Option, as the Committee shall determine and set forth in the Option
Agreement relating to such Option. Without limitation of the foregoing, the
Committee, subject

                                       6
<PAGE>

to the terms and conditions of the Plan, may in its sole discretion provide that
an Option may not be exercised in whole or in part for any period or periods of
time during which such Option is outstanding as the Committee shall determine
and set forth in the Option Agreement relating to such Option. Any such
limitation on the exercise of an Option contained in any Option Agreement may be
rescinded, modified or waived by the Committee, in its sole discretion, at any
time and from time to time after the date of grant of such Option.
Notwithstanding any other provisions of the Plan, no Option shall be exercisable
in whole or in part prior to the date the Plan is approved by the stockholders
of the Corporation as provided in Section 6.1 hereof.

     11.4.  Method of Exercise

            An Option that is exercisable hereunder may be exercised by delivery
to the Corporation on any business day, at its principal office addressed to the
attention of the Committee, of written notice of exercise, which notice shall
specify the number of shares for which the Option is being exercised, and shall
be accompanied by payment in full of the Option Price of the shares for which
the Option is being exercised. Payment of the Option Price for the shares of
Stock purchased pursuant to the exercise of an Option shall be made, as
determined by the Committee and set forth in the Option Agreement pertaining to
an Option, (a) in cash or by certified check payable to the order of the
Corporation; (b) through the tender to the Corporation of shares of Stock which,
if acquired from the Company, have been owned by the Optionee no less than six
(6) months and which shares shall be valued, for purposes of determining the
extent to which the Option Price has been paid thereby, at their Fair Market
Value on the date of exercise; (c) to the extent permitted by applicable law and
under the terms of the Option Agreement with respect to such Option, by causing
the Corporation to withhold shares of Stock otherwise issuable pursuant to the
exercise of an Option equal in value to the Option Price or portion thereof to
be satisfied pursuant to this clause (c); or (d) by a combination of the methods
described in Sections 11.4(a), 11.4(b) and 11.4(c) hereof; provided, however,
that the Committee may in its discretion impose and set forth in the Option
Agreement pertaining to an Option such limitations or prohibitions on the use of
shares of Stock to exercise Options as it deems appropriate. Payment in full of
the Option Price need not accompany the written notice of exercise provided the
notice directs that the Stock certificate or certificates for the shares for
which the Option is exercised be delivered to a licensed broker acceptable to
the Corporation as the agent for the individual exercising the Option and, at
the time such Stock certificate or certificates are delivered, the broker
tenders to the Corporation cash (or cash equivalents acceptable to the
Corporation) equal to the Option Price plus the amount (if any) of federal
and/or other taxes which the Corporation may, in its judgment, be required to
withhold with respect to the exercise of the Option. An attempt to exercise any
Option granted hereunder other than as set forth above shall be invalid and of
no force and effect. Promptly after the exercise of an Option and the payment in
full of the Option Price of the shares of

                                       7
<PAGE>

Stock covered thereby, the individual exercising the Option shall be entitled to
the issuance of a Stock certificate or certificates evidencing such individual's
ownership of such shares. A separate Stock certificate or certificates shall be
issued for any shares purchased pursuant to the exercise of an Option which is
an Incentive Stock Option, which certificate or certificates shall not include
any shares which were purchased pursuant to the exercise of an Option which is
not an Incentive Stock Option. An individual holding or exercising an Option
shall have none of the rights of a stockholder until the shares of Stock covered
thereby are fully paid and issued to such individual and, except as provided in
Section 19 hereof, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance.

     11.5.  Parachute Limitations

            Notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by
the Optionee with the Corporation or any Subsidiary, except an agreement,
contract, or understanding hereafter entered into that expressly modifies or
excludes application of this paragraph (an "Other Agreement"), and
notwithstanding any formal or informal plan or other arrangement heretofore or
hereafter adopted by the Corporation (or any such Subsidiary) for the direct or
indirect provision of compensation to the Optionee (including groups or classes
of participants or beneficiaries of which the Optionee is a member), whether or
not such compensation is deferred, is in cash, or is in the form of a benefit to
or for the Optionee (a "Benefit Arrangement"), if the Optionee is a
"disqualified individual," as defined in Section 280G(c) of the Code, any Option
held by that Optionee and any right to receive any payment or other benefit
under this Plan shall not become exercisable or vested (i) to the extent that
such right to exercise, vesting, payment, or benefit, taking into account all
other rights, payments, or benefits to or for the Optionee under this Plan, all
Other Agreements, and all Benefit Arrangements, would cause any payment or
benefit to the Optionee under this Plan to be considered a "parachute payment"
within the meaning of Section 280G(b)(2) of the Code as then in effect (a
"Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment,
the aggregate after-tax amounts received by the Optionee from the Corporation
under this Plan, all Other Agreements, and all Benefit Arrangements would be
less than the maximum after-tax amount that could be received by Optionee
without causing any such payment or benefit to be considered a Parachute
Payment. In the event that the receipt of any such right to exercise, vesting,
payment, or benefit under this Plan, in conjunction with all other rights,
payments, or benefits to or for the Optionee under any Other Agreement or any
Benefit Arrangement would cause the Optionee to be considered to have received a
Parachute Payment under this Plan that would have the effect of decreasing the
after-tax amount received by the Optionee as described in clause (ii) of the
preceding sentence, then the Optionee shall have the right, in the Optionee's
sole discretion, to designate those rights, payments, or benefits under this
Plan, any

                                       8
<PAGE>

Other Agreements, and any Benefit Arrangements that should be reduced or
eliminated so as to avoid having the payment or benefit to the Optionee under
this Plan be deemed to be a Parachute Payment.

12.  TRANSFERABILITY OF OPTIONS


          12.1. Transferability of Options

                Except as provided in Section 12.2, during the lifetime of an
Optionee, only the Optionee (or, in the event of legal incapacity or
incompetency, the Optionee's guardian or legal representative) may exercise an
Option. Except as provided in Section 12.2, no Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.

          12.2. Family Transfers.

                Subject to the terms of the applicable Option Agreement, an
Optionee may transfer all or part of an Option which is not an Incentive Stock
Option to any Family Member; provided that subsequent transfers of transferred
Options are prohibited except those in accordance with this Section 12.2 or by
will or the laws of descent and distribution; and, provided further, that,
except with the consent of the Board or the Committee, there may be no
consideration for any transfer made pursuant to this section. Following
transfer, any such Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of Section 12.2 hereof the term "Optionee" shall be deemed to refer to
the transferee. The events of termination of the Service Relationship of
Sections 13 and 14 hereof shall continue to be applied with respect to the
original Optionee, following which the Option shall be exercisable by the
transferee only to the extent, and for the periods, specified in Section 11.3.

13.  TERMINATION OF SERVICE RELATIONSHIP

            Upon the termination of the Service Relationship of an Optionee with
the Corporation, a Subsidiary or an Affiliate, other than by reason of the death
or "permanent and total disability" (within the meaning of Section 22(e)(3) of
the Code) of such Optionee or for Cause, any Option granted to an Optionee
pursuant to the Plan shall continue to be exercisable only to the extent that it
was exercisable immediately before such termination; provided, however, such
                                                     --------  -------
Option shall terminate thirty (30) days after the date of such termination of
Service Relationship, unless earlier terminated pursuant to Section 11.1 hereof,
and such Optionee shall have no further right to purchase shares of Stock
pursuant to such Option; and provided further, that the Committee may provide,
                             -------- -------
by inclusion of appropriate language in any Option Agreement, that an Optionee
may (subject to the general limitations on exercise set forth in Section 11.3
hereof), in the event of

                                       9
<PAGE>

termination of the Service Relationship of the Optionee with the Corporation, a
Subsidiary or an Affiliate, exercise an Option, in whole or in part, at any time
subsequent to such termination of Service Relationship and prior to termination
of the Option pursuant to Section 11.1 hereof, either subject to or without
regard to any installment limitation on exercise imposed pursuant to Section
11.3 hereof, as the Committee, in its sole and absolute discretion, shall
determine and set forth in the Option Agreement. Upon the termination of the
Service Relationship of an Optionee with the Corporation, a Subsidiary or an
Affiliate for Cause, any Option granted to an Optionee pursuant to the Plan
shall terminate and such Optionee shall have no further right to purchase shares
of Stock pursuant to such Option; and provided however, that the Committee may
                                      -------- -------
provide, by inclusion of appropriate language in any Option Agreement, that an
Optionee may (subject to the general limitations on exercise set forth in
Section 11.3 hereof), in the event of termination of the Service Relationship of
the Optionee with the Corporation, a Subsidiary or an Affiliate for Cause,
exercise an Option, in whole or in part, at any time subsequent to such
termination of Service Relationship and prior to termination of the Option
pursuant to Section 11.1 hereof, either subject to or without regard to any
installment limitation on exercise imposed pursuant to Section 11.3 hereof, as
the Committee, in its sole and absolute discretion, shall determine and set
forth in the Option Agreement. Whether a leave of absence or leave on military
or government service shall constitute a termination of Service Relationship for
purposes of the Plan shall be determined by the Committee, which determination
shall be final and conclusive. For purposes of the Plan, including without
limitation this Section 13 and Section 14, unless otherwise provided in an
Option Agreement, a termination of Service Relationship with the Corporation, a
Subsidiary or an Affiliate shall not be deemed to occur if the Optionee
immediately thereafter has a Service Relationship with the Corporation, any
other Subsidiary or any other Affiliate.

14.  RIGHTS IN THE EVENT OF DEATH OR DISABILITY

     14.1.  Death

            If an Optionee dies while in a Service Relationship with the
Corporation, a Subsidiary or an Affiliate or within the period following the
termination of such Service Relationship during which the Option is exercisable
under Section 13 or 14.2 hereof, the executors, administrators, legatees or
distributees of such Optionee's estate shall have the right (subject to the
general limitations on exercise set forth in Section 11.3 hereof), at any time
within one year after the date of such Optionee's death and prior to termination
of the Option pursuant to Section 11.1 hereof, to exercise, in whole or in part,
any Option held by such Optionee at the date of such Optionee's death, whether
or not such Option was exercisable immediately prior to such Optionee's death;
provided, however, that the Committee may provide by inclusion of appropriate
--------  -------
language in any Option Agreement that, in the event of the death of an Optionee,
the executors, administrators, legatees or distributees of such Optionee's
estate may exercise an

                                       10
<PAGE>

Option (subject to the general limitations on exercise set forth in Section 11.3
hereof), in whole or in part, at any time subsequent to such Optionee's death
and prior to termination of the Option pursuant to Section 11.1 hereof, either
subject to or without regard to any installment limitation on exercise imposed
pursuant to Section 11.3 hereof, as the Committee, in its sole and absolute
discretion, shall determine and set forth in the Option Agreement.

     14.2.  Disability

            If an Optionee terminates a Service Relationship with the
Corporation, a Subsidiary or an Affiliate by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, then such Optionee shall have the right (subject to the general
limitations on exercise set forth in Section 11.3 hereof), at any time within
one year after such termination of Service Relationship and prior to termination
of the Option pursuant to Section 11.1 hereof, to exercise, in whole or in part,
any Option held by such Optionee at the date of such termination of Service
Relationship, whether or not such Option was exercisable immediately prior to
such termination of Service Relationship; provided, however, that the Committee
                                          --------  -------
may provide, by inclusion of appropriate language in any Option Agreement, that
an Optionee may (subject to the general limitations on exercise set forth in
Section 11.3 hereof), in the event of the termination of the Service
Relationship of the Optionee with the Corporation or a Subsidiary by reason of
the "permanent and total disability" (within the meaning of Section 22(e)(3) of
the Code) of such Optionee, exercise an Option, in whole or in part, at any time
subsequent to such termination of Service Relationship and prior to termination
of the Option pursuant to Section 11.1 hereof, either subject to or without
regard to any installment limitation on exercise imposed pursuant to Section
11.3 hereof, as the Committee, in its sole and absolute discretion, shall
determine and set forth in the Option Agreement. Whether a termination of a
Service Relationship is to be considered by reason of "permanent and total
disability" for purposes of the Plan shall be determined by the Committee, which
determination shall be final and conclusive.

15.  USE OF PROCEEDS

            The proceeds received by the Corporation from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Corporation.

16.  SECURITIES LAWS

            The Corporation shall not be required to sell or issue any shares of
Stock under any Option if the sale or issuance of such shares would constitute a
violation by the individual exercising the Option or by the Corporation of any
provisions of any law or regulation of any governmental authority, including,
without limitation, any federal or state securities laws or regulations. If at
any

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<PAGE>

time the Corporation shall determine, in its discretion, that the listing,
registration or qualification of any shares subject to the Option upon any
securities exchange or under any state or federal law, or the consent of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the issuance or purchase of shares, the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Corporation, and any delay caused thereby shall in no way
affect the date of termination of the Option. Specifically in connection with
the Securities Act, upon exercise of any Option, unless a registration statement
under the Securities Act is in effect with respect to the shares of Stock
covered by such Option, the Corporation shall not be required to sell or issue
such shares unless the Corporation has received evidence satisfactory to the
Corporation that the Optionee may acquire such shares pursuant to an exemption
from registration under the Securities Act. Any determination in this connection
by the Corporation shall be final and conclusive. The Corporation may, but shall
in no event be obligated to, register any securities covered hereby pursuant to
the Securities Act. The Corporation shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or the issuance
of shares pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable unless and until the shares
of Stock covered by such Option are registered or are subject to an available
exemption from registration, the exercise of such Option (under circumstances in
which the laws of such jurisdiction apply) shall be deemed conditioned upon the
effectiveness of such registration or the availability of such an exemption.

17.  EXCHANGE ACT: RULE 16b-3

     17.1.  General

            The Plan is intended to comply with Rule 16b-3 ("Rule 16b-3") (and
any successor thereto) under the Exchange Act. Any provision inconsistent with
Rule 16b-3 shall, to the extent permitted by law and determined to be advisable
by the Committee (constituted in accordance with Section 17.2 hereof), be
inoperative and void.

     17.2.  Compensation Committee

            The Committee appointed in accordance with Section 3.1 hereof shall
consist of not fewer than two members of the Board each of whom shall qualify
(at the time of appointment to the Committee and during all periods of service
on the Committee) in all respects as a "non-employee director" as defined in
Rule 16b-3.

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     17.3.  Restriction on Transfer of Stock

            No director, officer or other "insider" of the Corporation subject
to Section 16 of the Exchange Act shall be permitted to sell Stock (which such
"insider" had received upon exercise of an Option) during the six months
immediately following the grant of such Option.

18.  AMENDMENT AND TERMINATION

            The Board may, at any time and from time to time, suspend or
terminate the Plan and make such changes in or additions to the Plan as it may
deem proper, provided that, if and to the extent provided by applicable law or
regulation, no such suspension or termination of, change in or addition to the
Plan shall be made unless such suspension or termination of, or change in or
addition to the Plan is authorized by the Company's stockholders. Except as
permitted under Section 19 hereof, no suspension or termination of the Plan or
any change in or addition to the Plan shall, without the consent of any Optionee
who is adversely affected thereby, alter any Options previously granted to the
Optionee pursuant to the Plan.

19.  EFFECT OF CHANGES IN CAPITALIZATION

     19.1.  Changes in Stock

            If the number of outstanding shares of Stock is increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the effective date of the Plan, a proportionate and
appropriate adjustment shall be made by the Corporation in the number and kind
of shares issuable under the Plan and for which Options are outstanding, so that
the proportionate interest of the Optionee immediately following such event
shall, to the extent practicable, be the same as immediately prior to such
event. Any such adjustment in outstanding Options shall not change the aggregate
Option Price payable with respect to shares subject to the unexercised portion
of the Option outstanding but shall include a corresponding proportionate
adjustment in the Option Price per share. Notwithstanding the foregoing, in the
event of a spin-off that results in no change in the number of outstanding
shares of Stock of the Corporation, the Corporation may, in such manner as the
Corporation deems appropriate, adjust (i) the number and kind of shares of Stock
subject to outstanding Options and/or (ii) the exercise price of outstanding
Options.

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     19.2.  Reorganization With Corporation Surviving

            Subject to Section 19.3 hereof, if the Corporation shall be the
surviving entity in any reorganization, merger or consolidation of the
Corporation with one or more other entities, any Option theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option would have been
entitled immediately following such reorganization, merger or consolidation,
with a corresponding proportionate adjustment of the Option Price per share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option immediately prior to
such reorganization, merger or consolidation.

     19.3.  Other Reorganizations; Sale of Assets or Stock

            Upon the dissolution or liquidation of the Corporation, or upon a
merger, consolidation or reorganization of the Corporation with one or more
other entities in which the Corporation is not the surviving entity, or upon a
sale of substantially all of the assets of the Corporation to another person or
entity, or upon any transaction (including, without limitation, a merger or
reorganization in which the Corporation is the surviving entity) approved by the
Board that results in any person or entity (other than persons who are holders
of stock of the Corporation at the time the Plan is approved by the Stockholders
and other than an Affiliate) owning 80 percent or more of the combined voting
power of all classes of stock of the Corporation, the Plan and all Options
outstanding hereunder shall terminate, except to the extent provision is made in
connection with such transaction for the continuation of the Plan and/or the
assumption of the Options theretofore granted, or for the substitution for such
Options of new options covering the stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and exercise prices, in which event the Plan and Options theretofore
granted shall continue in the manner and under the terms so provided. In the
event of any such termination of the Plan, each Optionee shall have the right
(subject to the general limitations on exercise set forth in Section 11.3 hereof
and except as otherwise specifically provided in the Option Agreement relating
to such Option), immediately prior to the occurrence of such termination and
during such period occurring prior to such termination as the Committee in its
sole discretion shall designate, to exercise such Option in whole or in part,
whether or not such Option was otherwise exercisable at the time such
termination occurs, but subject to any additional provisions that the Committee
may, in its sole discretion, include in any Option Agreement. The Committee
shall send written notice of an event that will result in such a termination to
all Optionees not later than the time at which the Corporation gives notice
thereof to its stockholders.

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     19.4.  Adjustments

            Adjustments under this Section 19 relating to stock or securities of
the Corporation shall be made by the Committee, whose determination in that
respect shall be final and conclusive. No fractional shares of Stock or units of
other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share or unit.

     19.5.  No Limitations on Corporation

            The grant of an Option pursuant to the Plan shall not affect or
limit in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

20.  WITHHOLDING

            The Corporation or a Subsidiary may be obligated to withhold federal
and local income taxes and Social Security taxes to the extent that an Optionee
realizes ordinary income in connection with the exercise of an Option. The
Corporation or a Subsidiary may withhold amounts needed to cover such taxes from
payments otherwise due and owing to an Optionee, and upon demand the Optionee
will promptly pay to the Corporation or a Subsidiary having such obligation any
additional amounts as may be necessary to satisfy such withholding tax
obligation. Such payment shall be made in cash or cash equivalents.

21.  DISCLAIMER OF RIGHTS

            No provision in the Plan or in any Option granted or Option
Agreement entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ of the Corporation, any
Subsidiary or any Affiliate, or to interfere in any way with the right and
authority of the Corporation, any Subsidiary or any Affiliate either to increase
or decrease the compensation of any individual at any time, or to terminate any
employment or other relationship between any individual and the Corporation, any
Subsidiary or any Affiliate. The obligation of the Corporation to pay any
benefits pursuant to the Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein. The Plan shall in no way be interpreted to require
the Corporation to transfer any amounts to a third party trustee or otherwise
hold any amounts in trust or escrow for payment to any participant or
beneficiary under the terms of the Plan.

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22.  NONEXCLUSIVITY

          Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan.

23.  Governing Law.

          This Plan and all Options to be granted hereunder shall be governed by
the laws of the State of Delaware (but not including the choice of law rules
thereof).

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