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                                                                    Exhibit 10.1
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                  IMPSAT CORPORATION 1998 STOCK OPTION PLAN
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1. Definitions

In this Plan, except where the context otherwise indicates, the following
definitions apply:

       1.1.     "Affiliate" means parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f) of the Code (but substituting
"the Company" for "employer corporation"), including parents or subsidiaries of
the Company which become such after adoption of the Plan.

       1.2.     "Agreement" means a written agreement granting an Option and/or
Right that is executed by the Company and the Optionee.

       1.3.     "Board" means the Board of Directors of the Company.

       1.4.     "Code" means the Internal Revenue Code of 1986, as amended.

       1.5.     "Committee" means the committee appointed by the Board to
administer the Plan.


       1.6.     "Common Stock" means the Class A Common Stock, par value $1.00
per share, of the Company.

       1.7.     "Company" means IMPSAT Corporation, a Delaware corporation.

       1.8.     "Date of Exercise" means the date on which the Company receives
notice of the exercise of an Option in accordance with the terms of Article 8.

       1.9.     "Date of Grant" means the date on which an Option or Right
granted under the Plan.

      1.10.   "Director" means a member of the Board of Directors of the
Company or any Affiliate.

      1.11.   "Eligible Individual" means (i) any Employee or Director or (ii)
any consultant or advisor to the Company or an Affiliate who renders bona fide
services to the Company or an Affiliate.

      1.12.   "Employee" means any employee of the Company or an Affiliate or
any person who has been hired to be an employee of the Company or an Affiliate.
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      1.13.   "Fair Market Value" means the fair market value of a Share as
determined by the Committee pursuant to a reasonable method adopted in good
faith for such purpose.

      1.14.   "Incentive Stock Option" means an Option granted under the Plan
that qualifies as an incentive stock option under Section 422 of the Code and
that the Company designates as such in the Agreement granting the Option.

      1.15.   "Nonstatutory Stock Option" means an Option granted under the
Plan that is not an Incentive Stock Option.

      1.16.   "Option" means an option to purchase Shares granted under the
Plan.

      1.17.   "Option Period" means the period during which an Option may be
exercised.

      1.18.   "Option Price" means the price per Share at which an Option may
be exercised.  The Option Price shall be determined by the Committee, provided,
however, that, in the case of Incentive Stock Options the Option Price shall
not be less than the Fair Market Value as of the Date of Grant.
Notwithstanding the foregoing, in the case of an Incentive Stock Option granted
to an Optionee who (applying the rules of Section 424(d) of the Code) owns
stock possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or an Affiliate (a "Ten-Percent
Stockholder"), the Option Price shall not be less than one hundred and ten
percent (110%) of the Fair Market Value on the Date of Grant.  The Option Price
of any Option shall be subject to adjustment to the extent provided in Article
10 hereof.

      1.19.   "Optionee" means an Eligible Individual to whom an Option or
Right has been granted.

      1.20.   "Plan" means the IMPSAT Corporation 1998 Stock Option Plan.

      1.21.   "Related Option" means the Option in connection with which, or by
amendment to which, a specified Right is granted.

      1.22.   "Related Right" means the Right granted in connection with, or by
amendment to, a specified Option.

      1.23.   "Right" means a stock appreciation right granted under the Plan
in accordance with the terms of Section 7.

      1.24.   "Right Period" means the period during which a Right may be
exercised.

      1.25.   "Share" means a share of Common Stock.





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2.  Purpose

            The Plan is intended to assist the Company and its Affiliates in
attracting and retaining Eligible Individuals of outstanding ability and to
promote the identification of their interests with those of the stockholders of
the Company.

3.  Administration

            The Committee shall administer the Plan and shall have plenary
authority, in its discretion, to award Options and Rights to Eligible
Individuals, subject to the provisions of the Plan.  The Committee shall have
plenary authority and discretion, subject to the provisions of the Plan, to
determine which Eligible Individuals shall be granted Options and/or Rights,
the time or times at which Options or Rights are granted and the terms (which
terms need not be identical) of all Options and Rights including, but not
limited to, the Option Price, the number of Shares subject to an Option,
whether an Option shall be an Incentive Stock Option or a Nonstatutory Stock
Option, any provisions relating to vesting, any circumstances in which Options
or Rights terminate or Shares may be repurchased by the Company, the period
during which Options or Rights may be exercised and any other restrictions on
Options or Rights.  In making these determinations, the Committee may take into
account the nature of the services rendered by the Eligible Individuals, their
present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall
deem relevant.  Subject to the provisions of the Plan, the Committee shall have
plenary authority to construe and interpret the Plan and the Agreements, 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, including, but not limited to, any determination to
accelerate the vesting of outstanding Options or Rights.  The determinations of
the Committee on the matters referred to in this Article 3 shall be binding and
final.

4.  Eligibility

            Options and Rights may be granted only to Eligible Individuals,
provided, however, that only Employees who have commenced employment with the
Company and its Affiliates shall be eligible to receive Incentive Stock
Options.  No Eligible Individual shall be granted Options or Rights totally
more than 15% of the total number of Shares issuable under the Plan.

5.  Stock Subject to the Plan

            5.1.   Subject to adjustment as provided in Article 9, the maximum
number of Shares that may be issued under the Plan is 8,067,268 Shares.

            5.2.   If an Option or Right expires or terminates for any reason
(other than by reason of the exercise of a Related Option or Related Right)
without having been fully exercised, the unissued Shares which had been subject
to such Option shall become available for the grant of additional Options or
Rights.





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            5.3.   Upon exercise of a Right (regardless of whether the Right is
settled in cash or Shares), the number of Shares with respect to which the
Right is exercised shall be charged against the number of Shares issuable under
the Plan and shall not become available for the grant of other Awards.

6.  Options

            6.1    Options granted under the Plan shall be either Incentive
Stock Options or Nonstatutory Stock Options, as designated by the Committee.
Each Option granted under the Plan shall be clearly identified either as an
Incentive Stock Option or a Nonstatutory Stock Option and shall be evidenced by
an Agreement that specifies the terms and conditions of the grant.  Options
granted to Eligible Individuals shall be subject to the terms and conditions
set forth in this Article 6 and such other terms and conditions not
inconsistent with this Plan as the Committee may specify.

            6.2      The Option Period for Options granted to Eligible
Individuals shall be determined by the Committee and specifically set forth in
the Agreement, provided, however, that an Option shall not be exercisable after
ten years (five years in the case of an Incentive Stock Option granted to a
Ten-Percent Stockholder) from its Date of Grant.

7.  Rights

            7.1    Rights granted under the Plan shall be evidenced by an
Agreement specifying the terms and conditions of the grant.

            7.2    A Right may be granted under the Plan:

                   (a) in connection with, and at the same time as, the grant
                   of an Option under the Plan;

                   (b) by amendment of an outstanding Option granted under the
                   Plan; or

                   (c) independently of any Option granted under the Plan.

            7.3    A Right granted under Section 7.2(a) or Section 7.2(b) of
this Plan is a Related Right.  A Related Right may, in the Committee's
discretion, apply to all or any portion of the Shares subject to the Related
Option.

            7.4    A Right may be exercised in whole or in part as provided in
the applicable Agreement, and, subject to the terms of the Agreement, entitles
an Optionee to receive, without payment to the Company (but subject to required
tax withholding), either cash or that number of Shares (equal to the highest
whole number of Shares), or a





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combination thereof, in an amount or having a fair market value determined as
of the Date of Exercise not to exceed the number of Shares subject to the
portion of the Right exercised multiplied by an amount equal to the excess of
(i) the Fair Market Value on the Date of Exercise of the Right over (ii) either
(A) the Fair Market Value on the Date of Grant of the Right if it is not a
Related Right, or (B) the Option Price as provided in the Related Option if the
Right is a Related Right.

            7.5    The Right Period shall be determined by the Committee and
specifically set forth in the applicable Agreement, subject to the following
conditions:

                   (a) a Right will expire no later than the earlier of (1) ten
                   years from the Date of Grant, or (2) in the case of a
                   Related Right, the expiration of the Related Option;

                   (b) a Right may be exercised only when the Fair Market Value
                   on the Date of Exercise exceeds either (1) the Fair Market
                   Value on the Date of Grant of the Right if it is not a
                   Related Right, or (2) the Option Price of the Related Option
                   if the Right is a Related Right; and

                   (c) a Right that is a Related Right to an Incentive Stock
                   Option may be exercised only when and to the extent the
                   Related Option is exercisable.

            7.6    The exercise, in whole or in part, of a Related Right shall
cause a reduction in the number of Shares subject to the Related Option equal
to the number of Shares with respect to which the Related Right is exercised.
Similarly, the exercise, in whole or in part, of a Related Option shall cause a
reduction in the number of Shares subject to the Related Right equal to the
number of Shares with respect to which the Related Option is exercised.

8.  Exercise of Options and Rights

            8.1    An Option or Right may, subject to the terms of the
applicable Agreement under which it is granted, be exercised in whole or in
part by the delivery to the Company of written notice of the exercise, in such
form as the Committee may prescribe, accompanied, in the case of an Option, by
full payment of the Option Price for the Shares with respect to which the
Option is exercised as provided in Section 8.2 hereof.

            8.2    Payment of the aggregate Option Price for the Shares with
respect to which an Option is being exercised shall be made in cash; provided,
however, that the Committee, in its sole discretion, may provide in an
Agreement that part or all of such payment may be made by the Optionee in one
or more of the following manners:  (a) by delivery (including constructive
delivery) to the Company of Shares valued at Fair Market Value on Date of
Exercise; (b) by delivery on a form prescribed by the





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Committee of a properly executed exercise notice and irrevocable instructions
to a registered securities broker approved by the Committee to sell Shares and
promptly deliver cash to the Company; (c) by delivery of a promissory note as
provided in Section 8.3 hereof; or (d) by surrender to the Company of an Option
(or a portion thereof) that has become exercisable and the receipt from the
Company upon such surrender, without any payment to the Company (other than
required tax withholding amounts), of (x) that number of Shares (equal to the
highest whole number of Shares) having an aggregate Fair Market Value as of the
date of surrender equal to that number of Shares subject to the Option (or
portion thereof) being surrendered multiplied by an amount equal to the excess
of (i) the Fair Market Value on the date of surrender over (ii) the Option
Price, plus (y) an amount of cash equal to the Fair Market Value of any
fractional Share to which the Optionee would be entitled but for the
parenthetical in clause (x) above relating to whole number of Shares.

            8.3    To the extent provided in an Agreement and permitted by
applicable law, the Committee may accept as payment of the Option Price a
promissory note executed by the Optionee evidencing his or her obligation to
make future cash payment thereof; provided, however, that in no event may the
Committee accept a promissory note for an amount in excess of the difference
between the aggregate Option Price and the par value of the Shares.  Promissory
notes made pursuant to this Section 8.3 shall be payable upon such terms as may
be determined by the Committee, shall be secured by a pledge of the Shares
received upon exercise of the Option and shall bear interest at a rate fixed by
the Committee.

9.  Restrictions on Transfer

            Options and Rights shall not be transferable other than by will or
the laws of descent and distribution.  An Option or Right may be exercised
during the Optionee's lifetime only by the Optionee or, in the event of his or
her legal disability, by his or her legal representative.  The Shares acquired
pursuant to the Plan shall be subject to such restrictions and agreements
regarding sale, assignment, encumbrances, or other transfers or dispositions
thereof (i) as are in effect among the stockholders of the Company at the time
such Shares are acquired, (ii) as the Committee shall deem appropriate and
(iii) as are required by applicable law.

10. Capital Adjustments

            In the event of any change in the outstanding Common Stock by
reason of any stock dividend, split-up (or reverse stock split),
recapitalization, reclassification, reorganization, reincorporation,
combination or exchange of shares, merger, consolidation, liquidation or
similar change in corporate structure, the Committee may, in its discretion,
provide for a substitution for or adjustment in (i) the number and class of
Shares subject to outstanding Options or Rights, (ii) the Option Price of
outstanding Options the base price upon which payments under Rights that are
not Related Rights are





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determined, and (iii) the aggregate number and class of Shares that may be
issued under the Plan.

11. Termination or Amendment

            The Board may amend, alter, suspend or terminate the Plan in any
respect at any time; provided, however, that after the Plan has been approved
by the stockholders of the Company, no amendment, alteration, suspension or
termination of the Plan shall be made by the Board without approval of (i) the
Company's stockholders to the extent stockholder approval is required by
applicable law or regulations and (ii) each affected Optionee if such
amendment, alteration, suspension or termination would adversely affect his or
her rights or obligations under any Option granted prior to the date of such
amendment, alteration, suspension or termination.  No Option may be granted nor
any Shares issued under the Plan during any suspension or after termination of
the Plan.

12. Modification, Extension and Renewal of Options; Substituted Options

            12.1   Subject to the terms and conditions of the Plan, the
Committee may modify, extend or renew the terms of any outstanding Options and
Rights, or accept the surrender of outstanding Options and Rights granted under
the Plan or options and stock appreciation rights granted under any other plan
of the Company or an Affiliate (to the extent not theretofore exercised) and
authorize the granting of new Options and Rights in substitution therefor (to
the extent not theretofore exercised).  Any such substituted Options or Rights
may specify a lower exercise price than the surrendered options and stock
appreciation rights, a longer term than the surrendered options and stock
appreciation rights, or have any other provisions that are authorized by the
Plan.  Notwithstanding the foregoing, however, no modification of an Option or
Right shall, without the consent of the Optionee, alter or impair any of the
Optionee's rights or obligations under such Option.

            12.2   Anything contained herein to the contrary notwithstanding,
Options and Rights may, at the discretion of the Committee, be granted under
the Plan in substitution for stock appreciation rights and options to purchase
shares of capital stock of another corporation which is merged into,
consolidated with, or all or a substantial portion of the property or stock of
which is acquired by, the Company or one of its Affiliates.  The terms and
conditions of the substitute Options so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Committee may deem
appropriate in order to conform, in whole or part, to the provisions of the
options and stock appreciation rights in substitution for which they are
granted.





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13. Effectiveness of the Plan

            The Plan and any amendment thereto shall be effective on the date
on which it is adopted by the Board, provided that any such adoption requiring
stockholder approval is subject to approval by vote of the stockholders of the
Company within 12 months after such adoption by the Board.  Options and Rights
may be granted prior to stockholder approval of the Plan, and the date on which
any such Option or Right is granted shall be the Date of Grant for all purposes
provided that (a) each such Option or Right shall be subject to stockholder
approval of the Plan, (b) no Option or Right may be exercised prior to such
stockholder approval, and (c) any such Option or Right shall be void ab initio
if such stockholder approval is not obtained.

14. Withholding

            The Company's obligation to deliver Shares or pay any amount
pursuant to the terms of any Option or Right shall be subject to the
satisfaction of applicable federal, state and local tax withholding
requirements.  To the extent provided in the applicable Agreement and in
accordance with rules prescribed by the Committee, an Optionee may satisfy any
such withholding tax obligation by any of the following means or by a
combination of such means:  (i) tendering a cash payment, (ii) authorizing the
Company to withhold Shares otherwise issuable to the Optionee, or (iii)
delivering to the Company already owned and unencumbered Shares.

15. Term of the Plan

            Unless sooner terminated by the Board pursuant to Article 11, the
Plan shall terminate on October 1, 2008, and no Options or Rights may be
granted after such date.  The termination of the Plan shall not affect the
validity of any Option or Right outstanding on the date of termination.

16. Indemnification of Committee

            In addition to such other rights of indemnification as they may
have as Directors or as members of the Committee, the members of the Committee
shall be indemnified by the Company against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option or
Right granted hereunder, and against all amounts reasonably paid by them in
settlement thereof or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, if such members acted in good faith and in a manner
which they believed to be in, and not opposed to, the best interests of the
Company.





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17. General Provisions

            17.1   The establishment of the Plan shall not confer upon any
Eligible Individual any legal or equitable right against the Company, any
Affiliate or the Committee, except as expressly provided in the Plan.

            17.2   The Plan does not constitute inducement or consideration for
the employment or service of any Eligible Individual, nor is it a contract
between the Company or any Affiliate and any Eligible Individual.
Participation in the Plan shall not give an Eligible Individual any right to be
retained in the service of the Company or any Affiliate.

            17.3   Neither the adoption of this Plan nor its submission to the
stockholders, shall be taken to impose any limitations on the powers of the
Company or its Affiliates to issue, grant, or assume options, warrants, rights,
or restricted stock, otherwise than under this Plan, or to adopt other stock
option or restricted stock plans or to impose any requirement of stockholder
approval upon the same.

            17.4   The interests of any Eligible Individual under the Plan are
not subject to the claims of creditors and may not, in any way, be assigned,
alienated or encumbered except as provided in an Agreement.

            17.5   The Plan shall be governed, construed and administered in
accordance with the laws of the State of Delaware.

            17.6   The Committee may require each person acquiring Shares
pursuant to Options or Rights hereunder to represent to and agree with the
Company in writing that such person is acquiring the Shares without a view to
distribution thereof.  The certificates for such Shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
All certificates for Shares issued pursuant to the Plan shall be subject to
such stock transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange or interdealer quotation system
upon which the Common Stock is then listed or quoted, and any applicable
federal or state securities laws.  The Committee may place a legend or legends
on any such certificates to make appropriate reference to such restrictions.
The certificates for Shares acquired pursuant to an Option may also include any
legend which the Committee deems appropriate to reflect restrictions contained
in this Plan or in the applicable Agreement or to comply with the Delaware
General Corporation Law.

            17.7   The Company shall not be required to issue any certificate
or certificates for Shares upon the exercise of Options, or record any person
as a holder of record of such Shares, without obtaining, to the complete
satisfaction of the Committee, the approval of all regulatory bodies deemed
necessary by the Committee, and without complying to the Committee's complete
satisfaction, with all rules and regulations, under federal, state or local law
deemed applicable by the Committee.

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