NETCOM ON-LINE COMMUNICATION SERVICES, INC.
                             1993 STOCK OPTION PLAN
             (Amended and Restated Effective as of January 23, 1997)


SECTION 1.  PURPOSE.
-------------------

     The Plan was established in 1993 to offer selected employees, directors and
consultants an opportunity to acquire a proprietary interest in the success of
the Company, or to increase such interest, to encourage such selected persons to
remain in the employ of the Company and to attract new employees with
outstanding qualifications by purchasing Shares of the Company's Common Stock.
The Plan provides for the grant of Options to purchase Shares. Options granted
under the Plan may include Nonstatutory Options as well as ISOs intended to
qualify under section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

     This amended and restated Plan makes changes to comply with new rules
promulgated pursuant to Section 16 of the Exchange Act.

SECTION 2.  DEFINITIONS.
-----------------------

     (a) "Board of Directors" or "Board" shall mean the Board of Directors of
          ------------------      -----
the Company, as constituted from time to time.

     (b) "Change in Control" means the occurrence of any of the following
          -----------------
events:

          (i) the consummation of the acquisition of fifty-one percent (51%) or
     more of the outstanding Stock of the Company by one person or by two or
     more persons acting as a partnership, limited partnership, syndicate or
     other group pursuant to a tender offer validly made under any federal or
     state law (other than a tender offer by the Company);

          (ii) the consummation of a merger, consolidation or other
     reorganization of the Company (other than a reincorporation of the
     Company), if after giving effect to

                                       -1-


<PAGE>


     such merger, consolidation or other reorganization of the Company, the
     stockholders of the Company immediately prior to such merger, consolidation
     or other reorganization do not represent a majority in interest of the
     holders of voting securities (on a fully diluted basis) with the ordinary
     voting power to elect directors of the surviving or resulting entity after
     such merger, consolidation or other reorganization;

          (iii) the sale of all or substantially all of the assets of the
     Company to a third party who is not an affiliate (including a Parent or
     Subsidiary) of the Company;

          (iv) the dissolution of the Company pursuant to action validly taken
     by the stockholders of the Company in accordance with applicable state law;
     or

          (v) the occurrence of any other tender offer, merger, consolidation,
     sale, reorganization, dissolution or other such event or series of events,
     which in the opinion of a majority of the Board (as reflected in a written
     resolution of the Board) has resulted in a change of control of the
     Company.

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

     (d) "Committee" shall mean the Board of Directors and/or a committee of the
          ---------
Board of Directors which is authorized to administer the Plan under Section 3.
The Committee shall have membership composition which enables the Plan to
qualify under Rule 16b-3 with regard to the grant of Options to persons who are
subject to Section 16 of the Exchange Act.

     (e) "Company" shall mean NETCOM On-Line Communication Services, Inc., a
          -------
Delaware corporation.

     (f) "Disability" shall mean that an Optionee is unable to engage in any
          ----------
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted,
or can be expected to last, for a continuous period of not less than twelve
months.

                                       -2-


<PAGE>


     (g) "Employee" shall mean (i) any individual who is a common-law employee
          --------
of the Company or of a Subsidiary, (ii) an Outside Director, and (iii) an
independent contractor who performs services for the Company or a Subsidiary.
Service as an Outside Director or as an independent contractor shall be
considered employment for all purposes of the Plan except the second sentence of
Section 4(a).

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

     (i) "Exercise Price" shall mean the amount for which one Share may be
          --------------
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

     (j) "Fair Market Value" shall mean (i) the closing price of a Share on the
          -----------------
principal exchange on which the Shares are trading, on the first trading day
immediately preceding the date on which the Fair Market Value is determined, or
(ii) if the Shares are not traded on an exchange, but are quoted regularly on
the Nasdaq National Market or a successor quotation system, the closing price on
the first trading day immediately preceding the date on which the Fair Market
Value is determined, or (iii) if the Shares are not traded on an exchange or
quoted on the Nasdaq National Market or a successor quotation system, the Fair
Market Value of a Share, as determined by the Committee in good faith. Such
determination shall be conclusive and binding on all persons.

     (k) "ISO" shall mean an employee incentive stock option described in Code
          ---
section 422.

     (l) "Nonstatutory Option" shall mean an employee stock option that is not
          -------------------
an ISO.

     (m) "Option" shall mean an ISO or Nonstatutory Option granted under the
          ------
Plan and entitling the holder to purchase Shares.

     (n) "Optionee" shall mean an individual who holds an Option.
          --------

     (o) "Outside Director" shall mean a member of the Board who is not a common
          ----------------
law employee of the Company or a Subsidiary.

     (p) "Plan" shall mean this NETCOM On-Line Communication Services, Inc. 1993
          ----
Stock Option Plan, as amended from time to time.

                                       -3-


<PAGE>


     (q) "Service" shall mean service as an Employee.
          -------

     (r) "Share" shall mean one share of Stock, as adjusted in accordance with
          -----
Section 8 (if applicable).

     (s) "Stock" shall mean the Common Stock of the Company.
          -----

     (t) "Stock Option Agreement" shall mean the agreement between the Company
          ----------------------
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her Option.

     (u) "Subsidiary" shall mean any corporation, of which the Company and/or
          ----------
one or more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

SECTION 3.  ADMINISTRATION.
--------------------------

     (a) Committee Procedures. The Committee shall designate one of the members
         --------------------
of the Committee as chairperson. The Committee may hold meetings at such times
and places as it shall determine. The acts of a majority of the Committee
members present at meetings at which a quorum exists, or acts reduced to or
approved in writing by all Committee members, shall be valid acts of the
Committee.

     (b) Committee Responsibilities. Subject to the provisions of the Plan, the
         --------------------------
Committee shall have full authority and discretion to take the following
actions:

          (i) To interpret the Plan and to apply its provisions;

          (ii) To adopt, amend or rescind rules, procedures and forms relating
     to the Plan; (iii) To authorize any person to execute, on behalf of the
     Company, any instrument required to carry out the purposes of the Plan;

          (iv) To determine when Options are to be granted under the Plan;

          (v) To select the Optionees;

                                       -4-


<PAGE>


          (vi) To determine the number of Shares to be made subject to each
     Option;

          (vii) To prescribe the terms and conditions of each Option, including
     (without limitation) the Exercise Price, the vesting or duration of the
     Option (including accelerating the vesting of the Option), to determine
     whether such Option is to be classified as an ISO or as a Nonstatutory
     Option, and to specify the provisions of the Stock Option Agreement
     relating to such Option;

          (viii) To amend any outstanding Stock Option Agreement;

          (ix) To determine the disposition of an Option in the event of an
     Optionee's divorce or dissolution of marriage;

          (x) To correct any defect, supply any omission, or reconcile any
     inconsistency in the Plan and any Option;

          (xi) To determine whether Options under the Plan will be granted in
     replacement of other grants under an incentive or other compensation plan
     of an acquired business;

          (xii) To prescribe the consideration for the grant of each Option
     under the Plan and to determine the sufficiency of such consideration; and

          (xiii) To take any other actions deemed necessary or advisable for the
     administration of the Plan.

     Subject to the requirements of applicable law, the Committee may designate
members other than Committee members to carry out its responsibilities and may
prescribe such conditions and limitations as it may deem appropriate, except
that the Committee may not delegate its authority with regard to the selection
for participation in or the granting of Options under the Plan to persons
subject to Section 16 of the Exchange Act. All decisions, interpretations and
other actions of the Committee shall be final and binding on all Optionees, and
all persons deriving their rights from an

                                       -5-


<PAGE>


Optionee. No member of the Committee shall be liable for any action that he
or she has taken or has failed to take in good faith with respect to the Plan or
any Option.

SECTION 4.  ELIGIBILITY.
-----------------------

     (a) General Rule. Only Employees shall be eligible for designation as
         ------------
Optionees by the Committee. In addition, only individuals who are employed as
common-law employees by the Company or a Subsidiary shall be eligible for the
grant of ISOs.

     (b) Outside Directors. Outside Directors shall also be eligible for the
         -----------------
grant of Nonstatutory Options as described in this Section 4(b).

          (i) Each Outside Director shall automatically be granted a
     Nonstatutory Option to purchase 35,000 Shares (less any unvested Options
     held by the Outside Director and subject to adjustment under Section 8) as
     a result of their appointment of an Outside Director at or after the 1996
     annual meeting. Upon the conclusion of each regular annual meeting of the
     Company's shareholders following the annual meeting at which they were
     appointed, each Outside Director who will continue serving as a member of
     the Board thereafter shall receive a Nonstatutory Option to purchase 5,000
     Shares (subject to adjustment under Section 8). All such Nonstatutory
     Options shall vest and become exercisable six (6) months after the date of
     grant at the rate of six and one-quarter percent (6.25%) upon each three
     (3) month anniversary of the date the option is granted to the Outside
     Director.

          (ii) All Nonstatutory Options granted to an Outside Director under
     this Section 4(b) shall also become exercisable in full in the event of (A)
     the termination of such Outside Director's service because of death or
     Disability or (B) a Change in Control of the Company.

                                       -6-


<PAGE>


          (iii) The Exercise Price of all Nonstatutory Options granted to an
     Outside Director under this Section 4(b) shall be equal to one hundred
     percent (100%) of the Fair Market Value of a Share on the date of grant,
     payable in one of the forms described in Sections 7(a), (b) and (c).

          (iv) All Nonstatutory Options granted to an Outside Director under
     this Section 4(b) shall terminate on the earlier of (A) the tenth
     anniversary of the date of grant of such Nonstatutory Options or (B) the
     date ninety (90) days after the termination of such Outside Director's
     service for any reason.

     (c) Ten-Percent Shareholders. An Employee who owns more than 10 percent of
         ------------------------
the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for the grant of an ISO
unless such grant satisfies the requirements of Code section 422(c)(5).

     (d) Attribution Rules. For purposes of Subsection (b) above, in determining
         -----------------
stock ownership, an Employee shall be deemed to own the stock owned, directly or
indirectly, by or for his brothers, sisters, spouse, ancestors and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be deemed to be owned proportionately by or
for its shareholders, partners or beneficiaries. Stock with respect to which
such Employee holds an option shall not be counted.

     (e) Outstanding Stock. For purposes of Subsection (b) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant. "Outstanding stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other person.


                                       -7-


<PAGE>


SECTION 5.  STOCK SUBJECT TO PLAN.
---------------------------------

     (a) Basic Limitation. The aggregate number of Shares which may be issued
         ----------------
under the Plan (upon exercise of Options) shall not exceed three million one
hundred fifty-three thousand five hundred seventy-one (3,153,571) Shares,
subject to adjustment pursuant to Section 8, of which three hundred thousand
(300,000) Shares are reserved exclusively for grant to Outside Directors. The
aggregate number of Shares which may be issued under the Plan shall at all times
be subject to adjustment pursuant to Section 8. The number of Shares which are
subject to Options outstanding at any time under the Plan shall not exceed the
number of Shares which then remain available for issuance under the Plan. The
Company, during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the Plan.

     (b) Additional Shares. In the event that any outstanding Option for any
         -----------------
reason expires or is canceled or otherwise terminated, the Shares allocable to
the unexercised portion of such Option shall again be available for the purposes
of the Plan.

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS.
-------------------------------------------

     (a) Stock Option Agreement. Each grant of an Option under the Plan shall be
         ----------------------
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.

     (b) Number of Shares. Each Stock Option Agreement shall specify the number
         ----------------
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 8. However, no Optionee shall be granted
Options in any fiscal year to purchase in excess of 300,000 shares of Common
Stock (subject to adjustment as set forth in Section 8 hereof);

                                       -8-


<PAGE>


except that, an Optionee may receive Options to purchase up to 500,000
shares of Common Stock in the fiscal year of his or her initial hire (subject to
adjustment as set forth in Section 8 hereof). The Stock Option Agreement shall
also specify whether the Option is an ISO or a Nonstatutory Option.

     (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
         --------------
Price. The Exercise Price of an ISO shall not be less than one hundred percent
(100%) of the Fair Market Value of a Share on the date of grant, except as
otherwise provided in Section 4(b). Subject to the preceding sentence, the
Exercise Price under any Option shall be determined by the Committee in its sole
discretion. The Exercise Price shall be payable in a form described in Section
7.

     (d) Withholding Taxes. As a condition to the exercise of an Option, the
         -----------------
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign tax obligations that may
arise in connection with such exercise. The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that may arise in connection
with the disposition of Shares acquired by exercising an Option. These
arrangements may include withholding (or tendering back) of Shares subject to
the Option.

     (e) Exercisability. Each Stock Option Agreement shall specify the date when
         --------------
all or any installment of the Option is to become exercisable. The vesting of
any Option shall be determined by the Committee in its sole discretion.

     (f) Term. The Stock Option Agreement shall specify the term of the Option.
         ----
The term shall not exceed ten (10) years from the date of grant, except as
otherwise provided in Section 4(b). Subject to the preceding sentence, the
Committee at its sole discretion shall determine when an Option is to expire.

     (g) Nontransferability. Except as permitted by the Committee and/or as set
         ------------------
forth in the Option, no Option shall be transferable by the Optionee other than
by will or by the laws of descent and distribution. An Option may be exercised
during the lifetime of the Optionee only by him or by

                                       -9-


<PAGE>


his guardian or legal representative. Except as permitted by the Committee
and/or as set forth in the Option, no Option or interest therein may be
transferred, assigned, pledged or hypothecated by the Optionee during his
lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.

     (h) Exercise of Options on Termination of Service. Each Option shall set
         ---------------------------------------------
forth the extent to which the Optionee shall have the right to exercise the
Option following termination of the Optionee's Service with the Company and its
Subsidiaries, and the right to exercise the Option of any executors or
administrators of the Optionee's estate or any person who has acquired such
Option directly from the Optionee. Such provisions shall be determined in the
sole discretion of the Committee, need not be uniform among all Options issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of employment.

     (i) No Rights as a Shareholder. An Optionee, or a transferee of an
         --------------------------
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate for
such Shares.

     (j) Modification, Extension and Assumption of Options. Within the
         -------------------------------------------------
limitations of the Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for a cash settlement and/or the
grant of new Options for the same or a different number of Shares and at the
same or a different Exercise Price.

         (k) Restrictions on Transfer of Shares. Any Shares issued upon exercise
of an Option  shall be subject  to such  rights of  repurchase,  rights of first
refusal and other transfer  restrictions  as the Committee may  determine.  Such
restrictions  shall be set forth in the  applicable  Stock Option  Agreement and
shall apply in addition to any restrictions  that may apply to holders of Shares
generally.


                                      -10-


<PAGE>


SECTION 7.  PAYMENT FOR SHARES.
------------------------------

     (a) General Rule. The entire Exercise Price of Shares issued under the Plan
         ------------
shall be payable in lawful money of the United States of America at the time
when such Shares are purchased or such other time as may be designated by the
Committee, except as provided in Subsections (b), (c) and (d) below.

     (b) Surrender of Stock. To the extent that a Stock Option Agreement so
         ------------------
provides, payment may be made all or in part with Shares subject to the Option
and/or with Shares which have already been owned by the Optionee or the
Optionee's representative for such time period specified by the Committee and
which are surrendered to the Company in good form for transfer. Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased under the Plan.

     (c) Promissory Notes. To the extent that a Stock Option Agreement so
         ----------------
provides, payment may be made all or in part with a full recourse promissory
note executed by the Optionee. The interest rate and other terms and conditions
of such note shall be determined by the Committee. The Committee may require
that the Optionee pledge his or her Shares to the Company for the purpose of
securing the payment of such note. In no event shall the stock certificate(s)
representing such Shares be released to the Optionee until such note is paid in
full.

     (d) Cashless Exercise. To the extent that a Stock Option Agreement so
         -----------------
provides, payment may be made all or in part by delivery (on a form prescribed
by the Committee) of an irrevocable direction to a securities broker to sell
Shares and to deliver all or part of the sale proceeds to the Company in payment
of the aggregate Exercise Price.

SECTION 8.  ADJUSTMENT OF SHARES.
--------------------------------

     (a) General. In the event of a subdivision of the outstanding Stock, a
         -------
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the

                                      -11-


<PAGE>


outstanding Stock into a lesser number of Shares, a recapitalization, a
reclassification or a similar occurrence, the Committee shall make appropriate
adjustments in one or more of (i) the number of Shares available for future
grants under Section 5, (ii) the number of Shares covered by each outstanding
Option or (iii) the Exercise Price under each outstanding Option.

     (b) Reorganizations. In the event that the Company is a party to a merger
         ---------------
or reorganization, outstanding Options shall be subject to the agreement of
merger or reorganization. Such agreement may provide for the assumption of
outstanding Options by the surviving corporation or its parent or for their
continuation by the Company (if the Company is the surviving corporation);
provided, however, that if assumption or continuation of the outstanding Options
is not provided for by such agreement then the Committee shall have the option
of offering the payment of a cash settlement equal to the difference between the
amount to be paid for one Share under such agreement and the Exercise Price, in
all cases without the Optionees' consent.

     (c) Reservation of Rights. Except as provided in this Section 8, an
         ---------------------
Optionee shall have no rights by reason of (i) any subdivision or consolidation
of shares of stock of any class, (ii) the payment of any dividend or (iii) any
other increase or decrease in the number of shares of stock of any class. Any
issue by the Company 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 Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.

SECTION 9.  LEGAL REQUIREMENTS.
------------------------------

     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation)

                                      -12-


<PAGE>


the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, state securities laws and regulations and the
regulations of any stock exchange on which the Company's securities may then be
listed, and the Company has obtained the approval or favorable ruling from any
governmental agency which the Company determines is necessary or advisable.

SECTION 10.  NO EMPLOYMENT RIGHTS.
---------------------------------

     No provision of the Plan, nor any Option granted under the Plan, shall be
construed to give any person any right to become, to be treated as, or to remain
an Employee. The Company and its Subsidiaries reserve the right to terminate any
person's Service at any time and for any reason.

SECTION 11.  DURATION AND AMENDMENTS.
------------------------------------

     (a) Term of the Plan. The amended and restated Plan, as set forth herein,
         ----------------
shall become effective on August 15, 1996. The amended and restated Plan, as set
forth herein, shall terminate automatically 10 years after its original adoption
by the Board of Directors and may be terminated on any earlier date pursuant to
Subsection (b) below.

     (b) Right to Amend or Terminate the Plan. The Board of Directors may amend
         ------------------------------------
the Plan at any time and from time to time. Rights and obligations under any
Option granted before amendment of the Plan shall not be materially altered, or
impaired adversely, by such amendment, except with consent of the person to whom
the Option was granted. An amendment of the Plan shall be subject to the
approval of the Company's stockholders only to the extent required by applicable
laws, regulations or rules.

     (c) Effect of Amendment or Termination. No Shares shall be issued or sold
         ----------------------------------
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Option previously granted under the Plan.

                                      -13-


<PAGE>


SECTION 12.  EXECUTION.
----------------------

     To record the adoption of the amended and restated Plan by the Board of
Directors, the Company has caused its authorized officer to execute the same.

                                      NETCOM ON-LINE COMMUNICATION SERVICES,
                                      INC.



                                      By
                                         --------------------------------------
                                                  Clifton T. Weatherford
                                         Senior Vice President, Chief Financial
                                                  Officer and Secretary


                                      -14-