EXHIBIT 10.2

                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
                             1991 STOCK OPTION PLAN
                (AS AMENDED AND RESTATED EFFECTIVE JUNE 3, 1997)


1. PURPOSE; CONSTRUCTION.

     This Cellular Communications International, Inc. 1991 Stock Option Plan, as
amended  and  restated  effective  June 3, 1997 (the  "Plan"),  is  intended  to
encourage stock ownership by employees of Cellular Communications International,
Inc. (the "Corporation") and its divisions and subsidiary corporations,  so that
they may acquire or increase their proprietary interest in the Corporation,  and
to encourage  such employees to remain in the employ of the  Corporation  and to
put forth  maximum  efforts  for the  success  of the  business.  It is  further
intended  that options  granted by the  Committee  pursuant to Section 6 of this
Plan shall  constitute  "incentive  stock options"  ("Incentive  Stock Options")
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended,  and the  regulations  issued  thereunder  (the  "Code") , and  options
granted by the  Committee  pursuant  to Section 7 of this Plan shall  constitute
"nonqualified stock options" ("Nonqualified Stock Options")

2. DEFINITIONS.

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

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

     (b) "FAIR MARKET VALUE" per share as of a particular date shall mean (i) if
the  shares of  common  stock,  par value  $.0l per  share,  of the  Corporation
("Common Stock") are then traded on an  over-the-counter  market, the average of
the  closing  bid and  asked  prices  for the  shares  of  Common  Stock in such
over-the-counter market for the last preceding date on which there was a sale of
such Common  Stock in such  market,  (ii) if the shares of Common Stock are then
listed on the Nasdaq Stock Market's National Market or other national securities
exchange,  the closing sales price per share on the date of grant or on the last
preceding  dare on which there was a sale of such Common Stock on such exchange,
or  (iii)  if  the   shares  of  Common   Stock  are  not  then   traded  in  an
over-the-counter  market or listed on Nasdaq or a national securities  exchange,
such value as the Committee in its discretion may determine.


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

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

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

3. ADMINISTRATION.

     The Plan shall be administered by the  Compensation and Option Committee of
the Corporation's Board of Directors or such other committee appointed either by
the Board of Directors of the Corporation (the "Board") or by such  Compensation
and Option  Committee  (the  "Committee")  ;  provided,  however,  to the extent
determined  necessary to satisfy the  requirements  for  exemption  from Section
16(b) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
with respect to the acquisition or disposition of securities  hereunder,  action
by the Committee may be by a  subcommittee  of a committee of the Board composed
solely of two or more "non-employee directors," within the meaning of Rule 16b-3
as promulgated  under Section 16(b) of the Exchange Act,  appointed by the Board
or by the  Compensation  and Option  Committee  of the Board,  or by a committee
composed solely of two or more  "non-employee  directors," within the meaning of
Rule 16b- 3, as a result of the  recusal of those  members who do not qualify as
non-employee  directors;   and,  provided  further,  to  the  extent  determined
necessary  to  satisfy  the   requirements   for  the  exception  for  qualified
performance-based compensation under Section 162(m) of the Code and the treasury
regulations thereunder,  action by the Committee may be by a committee comprised
solely of two or more "outside  directors," within the meaning of Section 162(m)
of the Code and the treasury regulations  thereunder,  appointed by the Board or
by the Compensation and Option Committee.  Notwithstanding  anything in the Plan
to the contrary, and to the extent determined to be necessary to satisfy


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<PAGE>


an  exemption  under Rule  16b-3 with  respect  to a grant  hereunder  (and,  as
applicable,  with respect to the  disposition  to the  Corporation of a security
hereunder),  or as otherwise determined advisable by the Committee, the terms of
such grant and disposition under the Plan shall be subject to the prior approval
of the Board.  Any prior  approval of the Board,  as  provided in the  preceding
sentence,  shall not otherwise  limit or restrict the authority of the Committee
to make grants under the Plan,  including,  but not limited to, the authority of
the Committee to make grants qualifying for the  performance-based  compensation
exception  under  Section  162(m)  of the  Code  and  the  treasury  regulations
thereunder.

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

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

     No member of the Board or Committee shall be liable for any


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action taken or determination made in good faith with respect to the Plan or any
Option granted hereunder.

4. ELIGIBILITY.

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

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

     Effective  with  respect  to  grants  made on or  after  June 2,  1994,  no
individual  shall be eligible to receive,  in any given calendar year (or in the
case of 1994, the period  beginning June 2, 1994 and ending  December 31, 1994),
an option or options to purchase  an amount of shares of Common  Stock in excess
of  100,000,  which  number  shall be subject  to  adjustment  for  transactions
described in Section 8(i) in a manner consistent with Section 8(i).

5. STOCK.

     The stock subject to Options hereunder shall be shares of the Corporation's
Common Stock.  Such shares may, in whole or in part, be authorized  but unissued
shares  or  shares  that  shall  have  been or  that  may be  reacquired  by the
Corporation.  The aggregate number of shares of Common Stock as to which Options
may be granted from time to time under the Plan shall not exceed 2,394,000.  The
limitation  established by the preceding sentence shall be subject to adjustment
as provided in Section 8(i) hereof.

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


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<PAGE>



Options  under  the  Plan.   Notwithstanding  the  foregoing,   the  expiration,
cancellation,  surrender or termination of an Option,  to the extent  consistent
with Section 162(m) of the Code and the treasury regulations  thereunder,  shall
not be disregarded for purposes of applying the individual  limit on the maximum
number of shares,  as provided in Section 4, that may be purchased in connection
with Options granted under the Plan with respect to any individual.

6. INCENTIVE STOCK OPTIONS.

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

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

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

7. NONQUALIFIED STOCK OPTIONS.

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

8. TERMS AND CONDITIONS OF OPTIONS.

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

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

     (b) TYPE OF OPTION. Each Option Agreement shall


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<PAGE>


specifically  identify the portion,  if any, of the Option which  constitutes an
Incentive Stock Option and the portion, if any, which constitutes a Nonqualified
Stock Option.

     (c) OPTION  PRICE.  Each Option  Agreement  shall  state the Option  Price,
which,  in the case of  Incentive  Stock  Options,  shall  be not less  than one
hundred percent (100%) of the Fair Market Value of the shares of Common Stock of
the  Corporation on the date of grant of the Option,  and which,  in the case of
Nonqualified Stock Options,  shall in no event be less than eighty-five  percent
(85%) of the Fair Market Value of the shares of Common Stock of the  Corporation
on the date of  grant of the  Option.  The  Option  Price  shall be  subject  to
adjustment  as provided in Section 8(i) hereof.  The date on which the Committee
adopts a resolution  expressly granting an Option shall be considered the day on
which such Option is granted.

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

     (e) TERM AND EXERCISE OF OPTIONS.  Options  shall be  exercisable  over the
exercise  period as and at the times and upon the conditions  that the Committee
may determine, as reflected in the Option Agreement; provided, however, that the
Committee  shall have the  authority to  accelerate  the  exercisability  of any
outstanding  Option at such time and under such circumstances as it, in its sole
discretion, deems appropriate; and further provided, however, that such exercise
period  shall not exceed  ten (10) years from the date of grant of such  Option.
The  exercise  period  shall be subject to earlier  termination  as  provided in
Sections 8(f) and 8(g) hereof. An Option may be exercised, as to any or all full
shares of Common Stock as to which the Option has become exercisable,  by giving
written notice of such exercise to the Committee or to such individual(s) as the
Committee may from time to time designate.

     (f)  TERMINATION.  Except as provided in this  Section  8(f) and in Section
8(g)  hereof,  an Option may not be  exercised  by the  Optionee  to whom it was
granted or by a transferee to whom such Option was  transferred  (as provided in
Section 8 (h)) unless the Optionee is then in the employ of the Corporation or a
division


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<PAGE>


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

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

     (h) NONTRANSFERABILITY OF OPTIONS. Except as provided in this Section 8(h),
no Option  granted  hereunder  shall be  transferable  by the  Optionee  to whom
granted, other than by will


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<PAGE>


or the laws of descent and distribution,  and the Option may be exercised during
the lifetime of such Optionee only by the Optionee or such  Optionee's  guardian
or legal  representative.  To the extent the Option  Agreement so provides,  and
subject to such conditions as the Committee may prescribe, an Optionee may, upon
providing  written notice to the General  Counsel of the  Corporation,  elect to
transfer the  Nonqualified  Stock Options  granted to such Optionee  pursuant to
such  agreement,  without  consideration  therefor,  to  members  of  his or her
"immediate  family" (as defined below),  to a trust or trusts  maintained solely
for the  benefit  of the  Optionee  and/or the  members of his or her  immediate
family, or to a partnership or partnerships whose only partners are the Optionee
and/or the members of his or her immediate  family.  Any  purported  assignment,
alienation,  pledge,  attachment,  sale, transfer,  or encumbrance that does not
qualify as a  permissible  transfer  under this  Section 8 (h) shall be void and
unenforceable against the Plan and the Corporation. For purposes of this Section
8 (h) , the term  "immediate  family"  shall mean,  with respect to a particular
Optionee,  the  Optionee's  spouse,  children or  grandchildren,  and such other
persons as may be determined by the Committee.  The terms of any such Option and
the Plan shall be binding upon a permissible transferee,  and the beneficiaries,
executors,  administrators,  heirs  and  successors  of  the  Optionee  and,  as
applicable, a permissible transferee.

     (i) EFFECT OF CERTAIN CHANGES.

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

          (2) In the event of the proposed  dissolution  or  liquidation  of the
     Corporation,  in  the  event  of  any  corporate  separation  or  division,
     including,  but not limited to, split-up,  split-off or spin-off, or in the
     event  of a  merger  or  consolidation  of  the  Corporation  with  another
     corporation, the Committee may provide that the holder of


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

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

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

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

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

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


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          directors  then still in office who were directors at the beginning of
          such period),

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

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

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


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<PAGE>


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

          (7) Except as  hereinbefore  expressly  provided in this Section 8(i),
     the  Optionee  shall  have  no  rights  by  reason  of any  subdivision  or
     consolidation  of shares of stock of any class or the  payment of any stock
     dividend or any other increase or decrease in the number of shares of stock
     of any class or by  reason  of any  dissolution,  liquidation,  merger,  or
     consolidation  or spin-off of assets or stock of another  corporation;  and
     any issue by the Corporation of shares of stock of any class, or securities
     convertible  into shares of stock of any class,  shall not  affect,  and no
     adjustment  by reason  thereof shall be made with respect to, the number or
     price of shares of Common  Stock  subject  to the  Option.  The grant of an
     Option  pursuant to the Plan shall not affect in any way the right or power
     of the Corporation to make adjustments, reclassifications,  reorganizations
     or  changes  of its  capital  or  business  structures  or to  merge  or to
     consolidate  or to dissolve,  liquidate or sell, or transfer all or part of
     its business or assets.

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

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

9. AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.

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


                                       11
<PAGE>


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

     (b) the Corporation shall, to the extent permitted or required by law, have
the right to deduct  federal,  state and local taxes of any kind required by law
to be  withheld  upon the  exercise  of such Option from any payment of any kind
otherwise due to the Optionee.

10. TERM OF PLAN.

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

11. AMENDMENT AND TERMINATION OF THE PLAN.

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

12. INTERPRETATION.

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

13. APPROVAL AND RATIFICATION BY STOCKHOLDERS.

     The Plan  shall  take  effect as set forth in  Section  16 hereof  upon its
adoption by the Board,  but shall be subject to its approval and ratification by
the holders of a majority of the


                                       12
<PAGE>


issued and outstanding shares of Common Stock of the Corporation, which approval
and ratification must occur within twelve months after the date that the Plan is
adopted by the Board.

14. EFFECT OF HEADINGS.

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

15. GOVERNING LAW.

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

16. EFFECTIVE DATE OF PLAN.

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






                                       13
<PAGE>


                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
                    NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                 (AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1997)



1. PURPOSE; CONSTRUCTION.

     The   purpose  of  this   Cellular   Communications   International,   Inc.
Non-Employee  Directors Stock Option Plan, as amended and restated effective May
1, 1997 (the "Plan") , is to encourage stock ownership by non-employee directors
of Cellular Communications  International,  Inc. (the "Corporation") in order to
increase  their   identification   with  the  interests  of  the   Corporation's
shareholders,  and to encourage  such  directors to remain in the service of the
Corporation and to put forth maximum efforts for the success of the business.

2. DEFINITIONS.

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

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

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

     (c) "COMMON  STOCK" shall mean the common stock,  par value ~.O1 per share,
of the Corporation.

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

     (e) "FAIR MARKET VALUE" per share as of a particular date shall mean (i) if
the Common Stock is then traded on an  over-the-counter  market,  the average of
the closing bid and asked prices for the Common  Stock in such  over-the-counter
market on such date or on the last  preceding  date on which there was a sale of
such Common Stock in such market,  (ii) if the Common Stock is then  admitted to
quotation on the National  Association of Securities Dealers Automated Quotation
System  ("NASDAQ") or other comparable  quotation system and has been designated
as a National  Market System  ("NMS")  security,  or if the Common Stock is then
listed on a national securities  exchange,  the closing sales price per share on
such date or on the last preceding date on which
<PAGE>


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

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

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

3. ADMINISTRATION.

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

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

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

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


                                       2
<PAGE>


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

4. ELIGIBILITY.

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

5. STOCK.

     The stock  subject  to  Options  granted  hereunder  shall be shares of the
Corporation's  Common Stock. Such shares may, in whole or in part, be authorized
but unissued  shares or shares that shall have been or that may be reacquired by
the  Corporation.  The  aggregate  number of shares of Common  Stock as to which
Options  may be  granted  from  time to time  under the Plan  shall  not  exceed
150,000.  The limitation  established by the preceding sentence shall be subject
to adjustment as provided in Section 6(k) hereof.

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

6. TERMS AND CONDITIONS OF OPTIONS.

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

     (a)  INITIAL  GRANTS.  On the  first  business  day in  February  1993 (the
"Initial Grant Date") , each  Non-Employee  Director as of such date (a "Current
Director") shall be granted automatically,  without action by the Committee,  an
Option to purchase 1,500 shares of Common Stock.

     (b) GRANTS TO NEW NON-EMPLOYEE  DIRECTORS.  Each  Non-Employee  Director (a
"New  Director")  who, after the Initial Grant Date, is elected to the Board for
the first time by the stockholders of the Corporation at any special or annual


                                       3
<PAGE>


meeting of  stockholders,  will,  at the time such  director is elected and duly
qualified,  be granted  automatically,  without any action by the Committee,  an
Option to purchase 1,500 shares of Common Stock.

     (c) GRANTS TO CONTINUING  DIRECTORS.  On the first business day in February
1994, each continuing  Current Director will be granted  automatically,  without
action by the Committee,  an Option to purchase 1,500 shares of Common Stock and
on the date of the annual meeting of  stockholders  in 1995, 1996 and 1997, each
Current Director will be granted automatically, without action by the Committee,
an Option to purchase  7,500 shares of Common Stock.  In addition,  on the first
business day in February  subsequent to the election of any New  Director,  such
New  Director  will,  if he or she is a  continuing  director  on such date,  be
granted  automatically,  without action by the Committee,  an Option to purchase
1,500  shares of Common  Stock and on the date of the  second,  third and fourth
annual meetings of stockholders  subsequent to the election of any New Director,
such New Director  will, if he or she is a continuing  director on such date, be
granted  automatically,  without action by the Committee,  an Option to purchase
7,500 shares of Common Stock.

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

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

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

     (g) TERM AND EXERCISE OF OPTIONS.  Options  granted under the Plan shall be
exercisable as to twenty percent


                                       4
<PAGE>


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

     (h)  TERMINATION.  Except as provided in this  Section  6(h) and in Section
6(i)  hereof,  an Option may not be  exercised  by the  Optionee  to whom it was
granted or by a transferee to whom such Option was  transferred  (as provided in
Section  6(j))  unless the  Optionee  is then in  service  as a director  of the
Corporation   and  unless  the  Optionee  has  remained   continuously   in  the
Corporation's  service as a director  since the date of grant of the Option.  In
the event that the service of an Optionee as a director shall  terminate  (other
than by reason of death, disability or retirement) , all Options granted to such
Optionee or  transferred by such Optionee (as provided in Section 6(j)) that are
exercisable at the time of such termination may,


                                       5
<PAGE>


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

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

     (j) NONTRANSFERABILITY OF OPTIONS. Except as provided in this Section 6(j),
no Option  granted  hereunder  shall be  transferable  by the  Optionee  to whom
granted,  other than by will or the laws of descent  and  distribution,  and the
Option  may be  exercised  during  the  lifetime  of such  Optionee  only by the
Optionee or such Optionee's  guardian or legal  representative.  Subject to such
conditions  as the  Committee  may  prescribe  (provided  such  prescription  of
conditions does not cause the acquisition or disposition of securities hereunder
to fail to qualify for an exemption under Section 16(b) of the Exchange Act), an
Optionee  may,  upon  providing  written  notice to the  General  Counsel of the
Corporation,  elect to  transfer  the stock  options  granted  to such  Optionee
pursuant to such agreement, without consideration therefor, to members of his or
her  "immediate  family" (as  defined  below),  to a trust or trusts  maintained
solely  for  the  benefit  of the  Optionee  and/or  the  members  of his or her
immediate  family,  or to a partnership or partnerships  whose only partners are
the Optionee  and/or the members of his or her immediate  family.  Any purported
assignment, alienation,


                                       6
<PAGE>


pledge,  attachment,  sale, transfer,  or encumbrance that does not qualify as a
permissible  transfer under this Section 6(j),  shall be void and  unenforceable
against the Plan and the  Corporation.  For purposes of this Section  6(j),  the
term "immediate family" shall mean, with respect to a particular  Optionee,  the
Optionee's spouse,  children or grandchildren,  and such other persons as may be
determined by the Committee.  The terms of any such Option and the Plan shall be
binding  upon  a  permissible  transferee,  and  the  beneficiaries,  executors,
administrators,  heirs and  successors  of the Optionee  and, as  applicable,  a
permissible transferee.

     (k) EFFECT OF CERTAIN CHANGES.

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

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


                                       7
<PAGE>


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

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

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

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

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

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

          (4)  Paragraphs  (2) and (3) of this Section 6(k) shall not apply to a
     merger or consolidation in which the Company


                                       8
<PAGE>


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

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

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

          (7) Except as  hereinbefore  expressly  provided in this Section 6(k),
     the  Optionee  shall  have  no  rights  by  reason  of any  subdivision  or
     consolidation  of shares of stock of any class or the  payment of any stock
     dividend or any other increase or decrease in the number of shares of stock
     of any class or by  reason  of any  dissolution,  liquidation,  merger,  or
     consolidation  or spin-off of assets or stock of another  corporation;  and
     any issue by the Corporation of shares of stock of any class, or securities
     convertible  into shares of stock of any class,  shall not  affect,  and no
     adjustment  by reason  thereof shall be made with respect to, the number or
     price of shares of Common  Stock  subject  to the  Option.  The grant of an
     Option  pursuant to the Plan shall not affect in any way the right or power
     of the Corporation to make adjustments, reclassifications,  reorganizations
     or changes


                                       9
<PAGE>


     of its capital or business  structures or to merge or to  consolidate or to
     dissolve,  liquidate  or sell,  or transfer  all of part of its business or
     assets.

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

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

7. TERM OF PLAN.

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

8. AMENDMENT AND TERMINATION OF THE PLAN.

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

9. APPROVAL AND RATIFICATION BY STOCKHOLDERS.

     The Plan shall take effect as set forth in Section 12 upon its  adoption by
the Board, but shall be subject to its


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approval  and  ratification  by the  holders  of a  majority  of the  issued and
outstanding  shares of  Common  Stock of the  Corporation,  which  approval  and
ratification  must occur  within  twelve  months after the date that the Plan is
adopted by the Board.

10. EFFECT OF HEADINGS.

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

11. GOVERNING LAW.

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

12. EFFECTIVE DATE OF PLAN.

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









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