Exhibit 10.1
                                 TV FILME, INC.

                     AMENDED AND RESTATED STOCK OPTION PLAN



                                    ARTICLE I

                                     PURPOSE

          This TV Filme,  Inc.  Amended  and  Restated  Stock  Option  Plan (the
"Plan")  is  intended  as an  incentive  and to  encourage  stock  ownership  by
officers,  key employees and  consultants of TV Filme,  Inc. (the  "Company") to
provide them with a more direct  stake in the  Company's  future  welfare and to
encourage them to continue to provide services to the Company.

          The  term   "Company,"  when  used  in  the  Plan  with  reference  to
eligibility and employment, shall include the Company and its subsidiaries.  The
word  "subsidiary,"  when used in the Plan,  shall  mean any  subsidiary  of the
Company  within the meaning of Section  424(f) of the  Internal  Revenue Code of
1986, as amended (the "Code").

          It is  intended  that  certain  options  granted  under  the Plan will
qualify as "incentive stock options" under Section 422 of the Code.

                                   ARTICLE II

                                 ADMINISTRATION

          The Plan shall be administered by the Company's Compensation Committee
(the  "Committee")  appointed  by the Board of  Directors  of the  Company  (the
"Board") that shall consist solely of two or more non-employee  director members
within  the  meaning  of  the  rules  promulgated  under  Section  16(b)  of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Subject to the
provisions of the Plan, the Committee shall have sole authority, in its absolute
discretion:  (a) to determine  which of the  eligible  officers,  employees  and
consultants  of the  Company  shall be granted  options;  (b) to  authorize  the
granting of both incentive stock options and nonstatutory stock options;  (c) to
determine the times when options shall be granted and the number of shares to be
optioned  and the times  when  options  shall be  repurchased  and the number of
options to be  repurchased;  (d) to  determine  the  option  price of the shares
subject to each option, which price shall not be less than the minimum specified
in ARTICLE V (or ARTICLE VII, if applicable); (e) to determine the time or times
when each option becomes  exercisable,  the duration of the exercise  period and
any other  restrictions on the exercise of options issued hereunder  (subject to
the provisions of ARTICLE VI and, if applicable,  ARTICLE VII); (f) to prescribe
the form or forms of the option  agreements under the Plan (which forms shall be
consistent with the terms of the Plan but need not be identical);  (g) to adopt,
amend  and  rescind  such  rules and  regulations  as,  in its  opinion,  may be
advisable in the  administration  of the Plan; and (h) to construe and interpret
the Plan, the rules and regulations and the option agreements under the Plan and
to  make  all  other  determinations  deemed  necessary  or  advisable  for  the
administration of the Plan. All decisions, determinations and interpretations of
the Committee shall be final and binding on all optionees.


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                                   ARTICLE III

                                  COMMON STOCK

          The stock to be optioned under the Plan shall be authorized  shares of
common  stock,  par value $.01 per share,  of the Company (the "Common  Stock").
Under the Plan,  the total  number of shares of Common Stock which may be issued
pursuant  to options  granted  hereunder  shall not  exceed,  in the  aggregate,
1,736,432  shares,  except  as such  number  of  shares  shall  be  adjusted  in
accordance  with the  provisions  of ARTICLE X hereof.  The Company shall at all
times  reserve a  sufficient  number of  shares  of  Common  Stock for  issuance
pursuant  to the Plan and any stock  option  agreements  issued  pursuant to the
Plan.

          The number of shares of Common  Stock  available  for grant of options
under the Plan  shall be  decreased  by the sum of the  number  of  shares  with
respect to which  options  have been  issued and are then  outstanding,  and the
number of shares  issued upon  exercise of options  under the Plan. In the event
that any outstanding option under the Plan for any reason expires, is terminated
or is  cancelled  prior to the end of the period  during  which  options  may be
granted,  the shares of Common  Stock called for by the  unexercised  portion of
such option may again be subject to an option grant under the Plan.

                                   ARTICLE IV

                           ELIGIBILITY OF PARTICIPANTS

          Subject  to  ARTICLE  VII,  in the case of  incentive  stock  options,
officers and key employees of the Company  (excluding any person who is a member
of the Committee)  shall be eligible to receive options under the Plan.  Options
which are not incentive stock options may be granted to officers,  key employees
and  consultants  (excluding  any  person  who is a  member  of the  Committee);
provided,  however  that no employee may receive  options to purchase  more than
200,000  shares of  Common  Stock in the  aggregate  in any  fiscal  year of the
Company.  For  purposes  of this Plan,  an  "employee"  shall  mean any  person,
including officers of the Company,  employed by the Company or any subsidiary of
the Company.  Neither  service as a director nor the payment of a director's fee
by the Company  shall be  sufficient to constitute a person an "employee" of the
Company.

                                    ARTICLE V

                                  OPTION PRICE

          In the case of each  incentive  stock option  granted  under the Plan,
subject to ARTICLE  VII, the option price shall be at least equal to the greater
of (i) the fair  market  value of the  Common  Stock at the time the  option was
granted or (ii) the par value of the Common  Stock.  The fair market value shall
be deemed for all  purposes  of the Plan to be the mean  between the highest and
lowest  sale  prices  reported as having  occurred  on any  national  securities
exchange (an  "Exchange")  on which the Common Stock may be listed and traded on
the last  business day prior to the date the option is granted,  or, if there is
no such sale on that date,  then on the last preceding date on which such a sale
was  reported.  If the Common Stock is not listed on any Exchange but the Common
Stock is quoted in the National  Market  System of the National  Association  of
Securities  Dealers Automated  Quotation System ("NASDAQ") on a last sale basis,
then the fair  market  value of the Common  Stock shall be deemed to be the mean
between the high and low price  reported on the last  business  day prior to the
date the option is granted,  or, if there is no such sale on that date,  then on
the last preceding date on which a sale was reported. If the Common Stock is not
quoted in the  National  Market  System of NASDAQ on a last sale basis,  but the
Common  Stock is otherwise  quoted on NASDAQ,  then the fair market value of the
Common  Stock shall be deemed to be 


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the mean  between the high and low bid prices on NASDAQ for the Common  Stock on
the last  business  day prior to the date the option is  granted.  If the Common
Stock is not listed on an  Exchange  or quoted on NASDAQ,  then the fair  market
value of the Common  Stock shall mean the amount  determined  by the Board to be
the fair market value based upon a good faith  attempt to value the Common Stock
accurately  and  computed  in  accordance  with  applicable  regulations  of the
Internal  Revenue  Service.  In no event shall the option price be less than the
par value per share of Common Stock on the date an option is granted.

          In the case of each nonstatutory  stock option granted under the Plan,
the option price shall be such price as may be  determined  by the  Committee in
its sole  discretion,  provided that the option price shall be at least equal to
the par value of the Common Stock.

                                   ARTICLE VI

                          EXERCISE AND TERMS OF OPTIONS

          If an option is exercisable in installments,  installments or portions
thereof which are exercisable and not exercised shall remain exercisable.

          Any other provision of the Plan to the contrary  notwithstanding,  but
subject to ARTICLE VII in the case of incentive  stock options,  no option shall
be exercised after the date ten years from the date of grant of such option (the
"Termination Date").

                                   ARTICLE VII

                          SPECIAL PROVISIONS APPLICABLE
                         TO INCENTIVE STOCK OPTIONS ONLY

          To the extent the aggregate  fair market value  (determined  as of the
time the  option is  granted)  of the  Common  Stock  with  respect to which any
incentive  stock options granted under the Plan may be exercisable for the first
time by the  optionee  in any  calendar  year (under the Plan or any other stock
option  plan of the  Company),  exceeds  $100,000,  such  options  shall  not be
considered incentive stock options,  but shall be considered  nonstatutory stock
options for  purposes of the Code.  This  Article VII shall be applied by taking
options into account in the order in which they were granted.

          No incentive  stock option may be granted to an individual who, at the
time the option is granted,  owns directly,  or indirectly within the meaning of
Section 424(d) of the Code,  stock  possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or of any parent or
subsidiary  thereof  unless such option (i) has an option  price of at least 110
percent of the fair market value of the Common Stock on the date of the grant of
such option; and (ii) cannot be exercised more than five years after the date it
is granted.

          Each  optionee who  receives an  incentive  stock option must agree to
notify  the  Company  in  writing   immediately   after  the  optionee  makes  a
disqualifying  disposition of any Common Stock acquired pursuant to the exercise
of an incentive  stock option.  A  disqualifying  disposition is any disposition
(including  any sale) of such  Common  Stock  before  the later of (a) two years
after the date the  optionee was granted the  incentive  stock option or (b) one
year  after  the date the  optionee  acquired  Common  Stock by  exercising  the
incentive stock option.


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                                  ARTICLE VIII

                               PAYMENT FOR SHARES

          Payment for shares of Common Stock  purchased  under an option granted
hereunder  shall be made in full upon  exercise of the option,  by  certified or
bank  cashier's  check payable to the order of the Company or by any other means
(including,  without limitation,  tender of shares of Common Stock then owned by
the  optionee)  acceptable  to the  Company.  The Common Stock  purchased  shall
thereupon be promptly delivered; provided, however, that the Company may, in its
discretion,  require  that  an  optionee  pay to the  Company,  at the  time  of
exercise,  such amount as the Company deems necessary to satisfy its obligation,
if any, to withhold  Federal,  state or local income or other taxes  incurred by
reason of the exercise or the transfer of shares thereupon.

                                   ARTICLE IX

                      NON-TRANSFERABILITY OF OPTION RIGHTS

          Except for the  transfer  of options  to  corporations  where any such
corporation  is  wholly-owned  by an optionee,  no option shall be  transferable
except by will or the laws of descent and  distribution.  During the lifetime of
the optionee, the option shall be exercisable only by him.

                                    ARTICLE X

                  ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

          The aggregate  number of shares of Common Stock which may be purchased
pursuant  to options  granted  hereunder,  the number of shares of Common  Stock
covered by each  outstanding  option and the price per share of each such option
shall be  appropriately  adjusted  for any increase or decrease in the number of
outstanding shares of stock resulting from a stock split, reverse stock split or
other  subdivision  or  consolidation  of shares  of  Common  Stock or for other
capital  adjustments or payments of stock  dividends or  distributions  or other
increases or decreases in the outstanding shares of Common Stock without receipt
of consideration by the Company. Any adjustment shall be conclusively determined
by the Committee.

          In the event of any change in the  outstanding  shares of Common Stock
by reason of any recapitalization,  merger, consolidation, spin-off, combination
or exchange of shares or other corporate  change, or any distributions to common
stockholders   other  than  cash  dividends,   the  Committee  shall  make  such
substitution  or  adjustment,  if any,  as it deems to be  equitable,  as to the
number or kind of shares of Common Stock or other securities  issued or reserved
for  issuance  pursuant to the Plan,  and the number or kind of shares of Common
Stock or other securities covered by outstanding  options,  and the option price
thereof.  In instances  where another  corporation or other  business  entity is
being acquired by the Company,  and the Company has assumed outstanding employee
option grants and/or the  obligation to make future or potential  grants under a
prior existing plan of the acquired entity, similar adjustments are permitted at
the discretion of the  Committee.  The Committee  shall notify  optionees of any
intended  sale of all or  substantially  all of the  Company's  assets  within a
reasonable time prior to such sale.

          The  foregoing  adjustments  and  the  manner  of  application  of the
foregoing   provisions  shall  be  determined  by  the  Committee  in  its  sole
discretion.  Any  such  adjustment  may  provide  for  the  elimination  of  any
fractional share which might otherwise become subject to an option.


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                                   ARTICLE XI

                        NO OBLIGATION TO EXERCISE OPTION

          Granting of an option shall impose no  obligation  on the recipient to
exercise such option.

                                   ARTICLE XII

                                 USE OF PROCEEDS

          The proceeds  received  from the sale of Common Stock  pursuant to the
Plan shall be used for general corporate purposes.

                                  ARTICLE XIII

                         RIGHTS AS A COMMON STOCKHOLDER

          An optionee  or a  transferee  of an option  shall have no rights as a
stockholder  with respect to any share covered by his option until he shall have
become the holder of record of such  share,  and he shall not be entitled to any
dividends  or  distributions  or other rights in respect of such share for which
the record date is prior to the date on which he shall have become the holder of
record thereof.

                                   ARTICLE XIV

                                EMPLOYMENT RIGHTS

          Nothing in the Plan or in any option granted hereunder shall confer on
any  optionee  any right to  continue in the employ of the Company or any of its
subsidiaries, or to interfere in any way with the right of the Company or any of
its subsidiaries to terminate the optionee's employment at any time.

                                   ARTICLE XV

                             COMPLIANCE WITH THE LAW

          The Company is relieved  from any liability  for the  non-issuance  or
non-transfer  or any delay in issuance or transfer of any shares of Common Stock
subject  to options  under the Plan  which  results  from the  inability  of the
Company to obtain or any delay in  obtaining,  from any  regulatory  body having
jurisdiction,  all  requisite  authority  to issue or transfer  shares of Common
Stock of the Company  either upon  exercise of options  under the Plan or upon a
request  for  transfer  of  shares of  Common  Stock  issued as a result of such
exercise if counsel for the Company  deems such  authority  necessary for lawful
issuance or transfer of any such  shares.  Appropriate  legends may be placed on
the stock  certificates  evidencing  shares  issued upon  exercise of options to
reflect such transfer restrictions.

          Each option granted under the Plan is subject to the requirement  that
if at any time the Committee  determines,  in its discretion,  that the listing,
quotation, registration or qualification of shares of Common Stock issuable upon
exercise of options is required by any securities exchange,  automated quotation
service or under any state or Federal  law,  or that the  consent or approval of
any governmental regulatory body is necessary or desirable as a condition of, or
in  connection  with,  the grant of options or the  issuance of shares of Common
Stock,  no shares of Common Stock shall be issued,  in whole or in part,  unless
such listing, registration, qualification, consent or approval has been effected
or obtained free of any conditions or with such  conditions as are acceptable to
the Committee.


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                                   ARTICLE XVI

                   EFFECTIVE DATE AND EXPIRATION DATE OF PLAN

          The Plan was  effective as of July 26,  1996,  the date of approval by
the  stockholders of the Company in a manner which complies with both Rule 16b-3
under  the  Exchange  Act and  Section  422(b)(1)  of the Code and the  Treasury
Regulations  thereunder.  The expiration date of the Plan, after which no option
may be granted hereunder, shall be July 25, 2006.

                                  ARTICLE XVII

                       AMENDMENT OR DISCONTINUANCE OF PLAN

          The Board may,  without the consent of the Company's  stockholders  or
optionees  under the Plan,  at any time,  terminate the Plan entirely and at any
time or from time to time amend or modify the Plan, provided that no such action
shall  adversely  affect  options  theretofore  granted  hereunder  without  the
optionee's  consent,  and  provided  further  that no such  action by the Board,
without  approval of the  stockholders,  may:  (a)  increase the total number of
shares of Common Stock which may be purchased  pursuant to options granted under
the Plan, except as contemplated in ARTICLE X; (b) expand the class of officers,
employees  or  consultants  eligible  to  receive  options  under the Plan;  (c)
decrease  the  minimum  option  price;  (d) extend the  maximum  term of options
granted hereunder; or (e) extend the term of the Plan.

                                  ARTICLE XVIII

                                  MISCELLANEOUS

          (a) Options shall be evidenced by option agreements (which need not be
identical) in such forms as the  Committee  may from time to time approve.  Such
agreements shall conform to the terms and conditions of the Plan and may provide
that the grant of any option under the Plan and Common Stock  acquired  pursuant
to the Plan  shall also be subject  to such  other  conditions  (whether  or not
applicable to the option or Common Stock received by any other  optionee) as the
Committee determines appropriate,  including, without limitation,  provisions to
assist the  optionee  in  financing  the  purchase of Common  Stock  through the
exercise of options,  provisions  for the  forfeiture  of, or  restrictions  on,
resale or other  disposition  of shares under the Plan, and provisions to comply
with Federal and state  securities laws and Federal,  state and local income tax
withholding requirements.

          (b) If the Committee  shall find that any person to whom any amount is
payable  under the Plan is unable to care for his affairs  because of illness or
accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior claim  therefor has been made by a duly  appointed  legal
representative),  may, if the  Committee so directs the Company,  be paid to his
spouse, child,  relative,  an institution  maintaining or having custody of such
person,  or any other person deemed by the Committee to be a proper recipient on
behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Committee and the Company therefor.

          (c) No member of the Committee shall be personally liable by reason of
any contract or other instrument executed by such member or on his behalf in his
capacity as a member of the  Committee  nor for any mistake of judgment  made in
good faith, and the Company shall indemnify and hold harmless each member of the
Committee  and each other  employee,  officer or director of the Company to whom
any duty or power relating to the  administration  or interpretation of the Plan
may be 


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allocated or delegated,  against any cost or expense (including counsel fees) or
liability  (including  any sum paid in settlement of a claim) arising out of any
act or omission to act in  connection  with the Plan unless  arising out of such
person's  own  fraud or bad  faith;  provided,  however,  that  approval  of the
Company's Board shall be required for the payment of any amount in settlement of
a claim against any such person.  The foregoing right of  indemnification  shall
not be exclusive of any other  rights of  indemnification  to which such persons
may be entitled under the Company's  Certificate of Incorporation or By-Laws, as
a matter  of law,  or  otherwise,  or any  power  that the  Company  may have to
indemnify them or hold them harmless.

          (d) The Plan shall be governed by and construed in accordance with the
internal laws of the State of Delaware  without  reference to the  principles of
conflicts of law thereof.

          (e) No  provision  of the Plan  shall  require  the  Company,  for the
purpose of satisfying  any  obligations  under the Plan,  to purchase  assets or
place any assets in a trust or other entity to which  contributions  are made or
otherwise to segregate any assets,  nor shall the Company maintain separate bank
accounts,  books,  records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes.

          (f) Each  member of the  Committee  and each  member of the  Company's
Board shall be fully  justified in relying,  acting or failing to act, and shall
not be liable for having so relied,  acted or failed to act in good faith,  upon
any report made by the independent public accountant of the Company and upon any
other information furnished in connection with the Plan by any person or persons
other than such member.

          (g) Except as otherwise  specifically  provided in the  relevant  plan
document,  no payment under the Plan shall be taken into account in  determining
any benefits under any pension, retirement,  profit-sharing,  group insurance or
other benefit plan of the Company.

          (h) The  expenses  of  administering  the  Plan  shall be borne by the
Company.

          (i) Masculine pronouns and other words of masculine gender shall refer
to both men and women.


As adopted by the Board of
Directors of TV Filme, Inc. as
of July 18, 1996 and approved
by the stockholders of TV
Filme, Inc. as of July 26,
1996; as further amended by
the Board of Directors on June
15, 1997; and as further
amended and restated by the
Board of Directors as of July
1998 and approved by the
stockholders of TV Filme, Inc.
as of October 1, 1998.