CELLULARVISION USA, INC.
                            1995 STOCK INCENTIVE PLAN

                  (Amended and Restated as of December 2, 1998)

1.    Purpose

      The purpose of the Plan is to provide a means through which the Company
and its Subsidiaries may attract able persons to become and remain directors of
the Company and enter and remain in the employ of the Company and its
Subsidiaries and to provide a means whereby employees, directors and consultants
of the Company and its Subsidiaries can acquire and maintain Common Stock
ownership, or be paid incentive compensation measured by reference to the value
of Common Stock, thereby strengthening their commitment to the welfare of the
Company and its Subsidiaries and promoting an identity of interest between
stockholders and these employees, directors and consultants.

      So that the appropriate incentive can be provided, the Plan provides for
granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Phantom Stock Unit Awards, Performance Share
Unit Awards and Stock Bonus Awards, or any combination of the foregoing.

2.    Definitions

      The following definitions shall be applicable throughout the Plan.

      (a) "Award" means, individually or collectively, any Incentive Stock
Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock
Award, Phantom Stock Unit Award, Performance Share Unit Award or Stock Bonus
Award.

      (b) "Award Period" means a period of time within which performance is
measured for the purpose of determining whether an Award of Performance Share
Units has been earned.

      (c) "Board" means the Board of Directors of the Company.

      (d) "Cause" means the Company or a Subsidiary having cause to terminate a
Participant's employment or service under any existing employment, consulting or
any other agreement between 
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the Participant and the Company or a Subsidiary or, in the absence of such an
employment, consulting or other agreement, upon (i) the determination by the
Committee that the Participant has ceased to perform his duties to the Company
or a Subsidiary (other than as a result of his incapacity due to physical or
mental illness or injury), which failure amounts to an intentional and extended
neglect of his duties to such party, (ii) the Committee's determination that the
Participant has engaged or is about to engage in conduct materially injurious to
the Company or a Subsidiary or (iii) the Participant having been convicted of a
felony.

      (e) "Change in Control" shall, unless the Board otherwise directs by
resolution adopted prior thereto or, in the case of a particular award, the
applicable Award agreement states otherwise, be deemed to occur if (i) any
"person" (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act)
other than a Founder (as defined below) is or becomes the beneficial owner (as
that term is used in Section 13(d) of the Exchange Act), directly or indirectly,
of 30% or more of either the outstanding shares of Common Stock or the combined
voting power of the Company's then outstanding voting securities entitled to
vote generally, (ii) during any period of two consecutive years beginning on the
date of the consummation of the IPO, individuals who constitute the Board at the
beginning of such period cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for election by the Company's
shareholders of each new director was approved by a vote of at least
three-quarters of the directors then still in office who were directors at the
beginning of the period or (iii) the Company undergoes a liquidation or
dissolution or a sale of all or substantially all of the assets of the Company.
Neither the IPO nor any merger, consolidation or corporate reorganization in
which the owners of the combined voting power of the Company's then outstanding
voting securities entitled to vote generally prior to said combination, own 50%
or more of the resulting entity's outstanding voting securities shall, by
itself, be considered a Change in Control. As used herein, "Founder" means Shant
S. Hovnanian, Vahak S. Hovnanian or Bernard B. Bossard.

      (f) "Code" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.

      (g) "Committee" means the Board, the Compensation Committee of the Board
or such other committee of at least two people as the Board may appoint to
administer the Plan.

      (h) "Common Stock" means the common stock par value $0.01 per share, of
the Company.

      (i) "Company" means CellularVision USA, Inc.


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      (j) "Date of Grant" means the date on which the granting of an Award is
authorized or such other date as may be specified in such authorization.

      (k) "Disability" means disability as defined in the long-term disability
plan of the Company or a Subsidiary, as may be applicable to the Participant in
question, or, in the absence of such a plan, the complete and permanent
inability by reason of illness or accident to perform the duties of the
occupation at which a Participant was employed or served when such disability
commenced or, if the Participant was retired when such disability commenced, the
inability to engage in any substantial gainful activity, in either case as
determined by the Committee based upon medical evidence acceptable to it.

      (l) "Disinterested Person" means a person who is (i) a "non-employee
director" within the meaning of Rule 16b-3 under the Exchange Act, or any
successor rule or regulation and (ii) an "outside director" within the meaning
of Section 162(m) of the Code; provided, however, that clause (ii) shall apply
only with respect to grants of Awards with respect to which the Company's tax
deduction could be limited by Section 162(m) of the Code if such clause did not
apply.

      (m) "Eligible Person" means any (i) person regularly employed by the
Company or a Subsidiary; provided, however, that no such employee covered by a
collective bargaining agreement shall be an Eligible Person unless and to the
extent that such eligibility is set forth in such collective bargaining
agreement or in an agreement or instrument relating thereto; (ii) director of
the Company or a Subsidiary; or (iii) consultant to the Company or a Subsidiary.

      (n) "Exchange Act" means the Securities Exchange Act of 1934.

      (o) "Fair Market Value" on a given date means (i) if the Stock is listed
on a national securities exchange, the mean between the highest and lowest sale
prices reported as having occurred on the primary exchange with which the Stock
is listed and traded on the date prior to such date, or, if there is no such
sale on that date, then on the last preceding date on which such a sale was
reported; (ii) if the Stock is not listed on any national securities exchange
but is quoted in the National Market System of the National Association of
Securities Dealers Automated Quotation System on a last sale basis, the average
between the high bid price and low ask price reported on the date prior to such
date, or, if there is no such sale on that date, then on the last preceding date
on which a sale was reported; (iii) if the Stock is not listed on a national
securities exchange nor quoted in the National Market System of the National
Association of Securities Dealers Automated Quotation System on a last sale
basis, the amount determined by the Committee to be the fair market value based
upon a good faith attempt to value the 


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<PAGE>

Stock accurately and computed in accordance with applicable regulations of the
Internal Revenue Service; or (iv) notwithstanding clauses (i) - (iii) above,
with respect to Awards granted as of the consummation of the IPO, the price at
which Stock is sold to the public in the IPO.

      (p) "Holder" means a Participant who has been granted an Award.

      (q) "Incentive Stock Option" means an Option granted by the Committee to a
Participant under the Plan which is designated by the Committee as an Incentive
Stock Option pursuant to Section 422 of the Code.

      (r) "Interest Portion" has the meaning ascribed thereto in Section 9(g).

      (s) "IPO" means the initial offering of Common Stock to the public through
an effective registration statement.

      (t) "IPO Option" means Non-Employee Director Options granted upon the
consummation of the IPO.

      (u) "IPO Price" means the price per share that the Common Stock is first
offered to the public in the IPO.

      (v) "Non-Employee Director" means a director of the Company who is not
also an employee of the Company.

      (w) "Non-Employee Director Option" means an Option granted automatically
to Non-Employee Directors pursuant to Section 8.

      (x) "Nonqualified Stock Option" means an Option granted under the Plan
which is not designated as an Incentive Stock Option.

      (y) "Normal Termination" means termination of employment or service with
the Company and all Subsidiaries and Affiliates:

            (i)   Upon retirement pursuant to the retirement plan of the Company
                  or a Subsidiary, as may be applicable at the time to the
                  Participant in question;

            (ii)  On account of Disability;

            (iii) With the written approval of the Committee; or

            (iv)  By the Company or a Subsidiary without Cause.

      (z) "Option" means an Award granted under Section 7 or 8 of the Plan.


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<PAGE>

      (aa) "Option Period" means the period described in Section 7(c).

      (bb) "Option Price" means the exercise price set for an Option described
in Section 7(a).

      (cc) "Participant" means an Eligible Person who has been selected by the
Committee to participate in the Plan and to receive an Award or a Non-Employee
Director who has received an automatic grant pursuant to Section 8.

      (dd) "Performance Goals" means the performance objectives of the Company,
a Subsidiary or Affiliate during an Award Period or Restricted Period
established for the purpose of determining whether, and to what extent, Awards
will be earned for an Award Period or Restricted Period.

      (ee) "Performance Share Unit" means a hypothetical investment equivalent
equal to one share of Stock granted in connection with an Award made under
Section 10 of the Plan.

      (ff) "Phantom Stock Unit" means a hypothetical investment equivalent equal
to one share of Stock granted in connection with an Award made under Section 11
of the Plan, or credited with respect to Awards of Performance Share Units which
have been deferred under Section 9.

      (gg) "Phantom Stock Unit Portion" has the meaning ascribed thereto in
Section 10(g).

      (hh) "Plan" means the Company's 1995 Stock Incentive Plan.

      (ii) "Restricted Period" means, with respect to any share of Restricted
Stock or any Phantom Stock Unit, the period of time determined by the Committee
during which such Award is subject to the restrictions set forth in Section 11.

      (jj) "Restricted Stock" means shares of Stock issued or transferred to a
Participant subject to forfeiture and the other restrictions set forth in
Section 11.

      (kk) "Restricted Stock Award" means an Award of Restricted Stock granted
under Section 11 of the Plan.

      (ll) "Securities Act" means the Securities Act of 1933, as amended.

      (mm) "Stock" means the Common Stock or such other authorized shares of
stock of the Company as from time to time may be authorized for use under the
Plan.

      (nn) "Stock Appreciation Right" or "SAR" means an Award granted under
Section 9 of the Plan.


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<PAGE>

      (oo) "Stock Bonus" means an Award granted under Section 12 of the Plan.

      (pp) "Stock Option Agreement" means the agreement between the Company and
a Participant who has been granted an Option pursuant to Section 7 which defines
the rights and obligations of the parties as required in Section 7(d).

      (qq) "Subsidiary" means any subsidiary of the Company as defined in
Section 424(f) of the Code.

      (rr) "Term" means the term of a Non-Employee Director Option as set forth
in Section 8.

      (ss) "Valuation Date" means the last day of an Award Period or the date of
death of a Participant, as applicable.

      (tt) "Vested Unit" shall have the meaning ascribed thereto in Section
11(e).

3.    Effective Date, Duration and Shareholder Approval

      The Plan is effective as of October 18, 1995, the date of adoption of the
Plan by the Board. The effectiveness of the Plan and the validity of any and all
Awards granted pursuant to the Plan is contingent upon approval of the Plan by
the stockholders of the Company in a manner which complies with Rule 16b-3
promulgated pursuant to the Exchange Act and 422(b)(1) of the Code. Unless and
until the stockholders approve the Plan in compliance therewith, no Award
granted under the Plan shall be effective. See Section 18 for the applicability
of the shareholder approval requirements of Section 162(m) of the Code.

      The expiration date of the Plan, after which no Awards may be granted
hereunder, shall be October 18, 2005; provided, however, that the administration
of the Plan shall continue in effect until all matters relating to the payment
of Awards previously granted have been settled.

4.    Administration

      The Committee shall administer the Plan. Unless otherwise determined by
the Board, each member of the Committee shall, at the time he takes any action
with respect to an Award under the Plan, be a Disinterested Person. The majority
of the members of the Committee shall constitute a quorum. The acts of a
majority of the members present at any meeting at which a quorum is present or
acts approved in writing by a majority of the Committee shall be deemed the acts
of the Committee.

      Subject to the provisions of the Plan, the Committee shall have exclusive
power to:


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<PAGE>

      (a) Select the Eligible Persons to participate in the Plan;

      (b) Determine the nature and extent of the Awards to be made to each
Eligible Person;

      (c) Determine the time or times when Awards will be made to Eligible
Persons;

      (d) Determine the duration of each Award Period and Restricted Period;

      (e) Determine the conditions to which the payment of Awards may be
subject;

      (f) Establish the Performance Goals for each Award Period;

      (g) Prescribe the form of Stock Option Agreement or other form or forms
evidencing Awards; and

      (h) Cause records to be established in which there shall be entered, from
time to time as Awards are made to Participants, the date of each Award, the
number of Incentive Stock Options, Nonqualified Stock Options, SARs, Phantom
Stock Units, Performance Share Units, shares of Restricted Stock and Stock
Bonuses awarded by the Committee to each Participant, the expiration date, the
Award Period and the duration of any applicable Restricted Period.

      The Committee shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations and to make all
such determinations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan. The Committee's interpretation of the Plan
or any documents evidencing Awards granted pursuant thereto and all decisions
and determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties unless otherwise determined by the Board.

5.    Grant of Awards; Shares Subject to the Plan

      The Committee may, from time to time, grant Awards of Options, Stock
Appreciation Rights, Restricted Stock, Phantom Stock Units, Performance Share
Units and/or Stock Bonuses to one or more Eligible Persons and, unless otherwise
determined by the Committee, Non-Employee Directors will automatically receive
Awards pursuant to the formula set forth in Section 8; provided, however, that:

            (a) Subject to Section 14, the aggregate number of shares of Stock
      made subject to all Awards may not exceed 1,250,000;


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<PAGE>

            (b) Such shares shall be deemed to have been used in payment of
      Awards whether they are actually delivered or the Fair Market Value
      equivalent of such shares is paid in cash. In the event any Option, SAR
      not attached to an Option, Restricted Stock, Phantom Stock Unit or
      Performance Share Unit shall be surrendered, terminate, expire, or be
      forfeited, the number of shares of Stock no longer subject thereto shall
      thereupon be released and shall thereafter be available for new Awards
      under the Plan to the fullest extent permitted by Rule 16b-3 under the
      Exchange Act (if applicable at the time);

            (c) Stock delivered by the Company in settlement of Awards under the
      Plan may be authorized and unissued Stock or Stock held in the treasury of
      the Company or may be purchased on the open market or by private purchase;
      and

            (d) Following the date that the exemption from the application of
      Section 162(m) of the Code described in Section 18 (or any other exemption
      having similar effect) ceases to apply to Awards, no Participant may
      receive Options or SARs under the Plan with respect to more than 500,000
      shares of Stock in any one year.

6.    Eligibility

      Participation shall be limited to Eligible Persons who have received
written notification from the Committee, or from a person designated by the
Committee, that they have been selected to participate in the Plan and to
Non-Employee Directors who will receive automatic grants of Nonqualified Stock
Options pursuant to Section 8.

7.    Discretionary Grant of Stock Options

      The Committee is authorized to grant one or more Incentive Stock Options
or Nonqualified Stock Options to any Eligible Person; provided, however, that no
Incentive Stock Options shall be granted to any Eligible Person who is not an
employee of the Company or a Subsidiary. Each Option so granted shall be subject
to the following conditions, or to such other conditions as may be reflected in
the applicable Stock Option Agreement.

      (a) Option price. The exercise price ("Option Price") per share of Stock
for each Option shall be set by the Committee at the time of grant but shall not
be less than (i) in the case of an Incentive Stock Option, and subject to
Section 7(e), the Fair Market Value of a share of Stock at the Date of Grant,
and (ii) in the case of a Non-Qualified Stock Option, the par value per share of
Stock; provided, however, that following the date that the exemption from the
application of Section 162(m) of the Code described in Section 18 (or any other
exemption having similar effect) ceases to apply to Options, all Options
intended 


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<PAGE>

to qualify as "performance-based compensation" under Section 162(m) of the Code
shall have an Option Price per share of Stock no less than the Fair Market Value
of a share of Stock on the Date of Grant.

      (b) Manner of exercise and form of payment. Options which have become
exercisable may be exercised by delivery of written notice of exercise to the
Committee accompanied by payment of the Option Price. The Option Price shall be
payable in cash and/or shares of Stock valued at the Fair Market Value at the
time the Option is exercised or, in the discretion of the Committee, either (i)
in other property having a fair market value on the date of exercise equal to
the Option Price, or (ii) by delivering to the Committee a copy of irrevocable
instructions to a stockbroker to deliver promptly to the Company an amount of
sale or loan proceeds sufficient to pay the Option Price.

      (c) Option Period and Expiration. Options shall vest and become
exercisable in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years, as may be
determined by the Committee (the "Option Period"); provided, however, that
notwithstanding any vesting dates set by the Committee, the Committee may in its
sole discretion accelerate the exercisability of any Option, which acceleration
shall not affect the terms and conditions of any such Option other than with
respect to exercisability. If an Option is exercisable in installments, such
installments or portions thereof which become exercisable shall remain
exercisable until the Option expires. Unless otherwise stated in the applicable
Option Agreement, the Option shall expire earlier than the end of the Option
Period in the following circumstances:

            (i)   If prior to the end of the Option Period, the Holder shall
                  undergo a Normal Termination, the Option shall expire on the
                  earlier of the last day of the Option Period or the date that
                  is three months after the date of such Normal Termination. In
                  such event, the Option shall remain exercisable by the Holder
                  until its expiration, only to the extent the Option was
                  exercisable at the time of such Normal Termination.

            (ii)  If the Holder dies prior to the end of the Option Period and
                  while still in the employ or service of the Company, a
                  Subsidiary or Affiliate, or within three months of Normal
                  Termination, the Option shall expire on the earlier of the
                  last day of the Option Period or the date that is twelve
                  months after the date of death of the Holder. In such event,
                  the Option shall remain exercisable by the person or persons
                  to whom the Holder's rights under the 


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<PAGE>

                  Option pass by will or the applicable laws of descent and
                  distribution until its expiration, only to the extent the
                  Option was exercisable by the Holder at the time of death.

            (iii) If the Holder ceases employment or service with the Company
                  and all Subsidiaries and Affiliates for reasons other than
                  Normal Termination or death, the Option shall expire
                  immediately upon such cessation of employment or service.

      (d) Stock Option Agreement - Other Terms and Conditions. Each Option
granted under the Plan shall be evidenced by a Stock Option Agreement, which
shall contain such provisions as may be determined by the Committee and, except
as may be specifically stated otherwise in such Stock Option Agreement, which
shall be subject to the following terms and conditions:

            (i)   Each Option issued pursuant to this Section 7 or portion
                  thereof that is exercisable shall be exercisable for the full
                  amount or for any part thereof.

            (ii)  Each share of Stock purchased through the exercise of an
                  Option issued pursuant to this Section 7 shall be paid for in
                  full at the time of the exercise. Each Option shall cease to
                  be exercisable, as to any share of Stock, when the Holder
                  purchases the share or exercises a related SAR or when the
                  Option expires.

            (iii) Subject to Section 13(k), Options issued pursuant to this
                  Section 7 shall not be transferable by the Holder except by
                  will or the laws of descent and distribution and shall be
                  exercisable during the Holder's lifetime only by him.

            (iv)  Each Option issued pursuant to this Section 7 shall vest and
                  become exercisable by the Holder in accordance with the
                  vesting schedule established by the Committee and set forth in
                  the Stock Option Agreement.

            (v)   Each Stock Option Agreement may contain a provision that, upon
                  demand by the Committee for such a representation, the Holder
                  shall deliver to the Committee at the time of any exercise of
                  an Option issued pursuant to this Section 7 a written
                  representation that the shares to be acquired upon such
                  exercise are to be acquired for investment and not for resale
                  or with a view to the distribution thereof. Upon such demand,


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<PAGE>

                  delivery of such representation prior to the delivery of any
                  shares issued upon exercise of an Option issued pursuant to
                  this Section 7 shall be a condition precedent to the right of
                  the Holder or such other person to purchase any shares. In the
                  event certificates for Stock are delivered under the Plan with
                  respect to which such investment representation has been
                  obtained, the Committee may cause a legend or legends to be
                  placed on such certificates to make appropriate reference to
                  such representation and to restrict transfer in the absence of
                  compliance with applicable federal or state securities laws.

            (vi)  Each Incentive Stock Option Agreement shall contain a
                  provision requiring the Holder to notify the Company in
                  writing immediately after the Holder makes a disqualifying
                  disposition of any Stock acquired pursuant to the exercise of
                  such Incentive Stock Option. A disqualifying disposition is
                  any disposition (including any sale) of such Stock before the
                  later of (a) two years after the Date of Grant of the
                  Incentive Stock Option or (b) one year after the date the
                  Holder acquired the Stock by exercising the Incentive Stock
                  Option.

      (e) Incentive Stock Option Grants to 10% Stockholders. Notwithstanding
anything to the contrary in this Section 7, if an Incentive Stock Option is
granted to a Holder who owns stock representing more than ten percent of the
voting power of all classes of stock of the Company or of a Subsidiary, the
Option Period shall not exceed five years from the Date of Grant of such Option
and the Option Price shall be at least 110 percent of the Fair Market Value (on
the Date of Grant) of the Stock subject to the Option.

      (f) $100,000 Per Year Limitation for Incentive Stock Options. To the
extent the aggregate Fair Market Value (determined as of the Date of Grant) of
Stock for which Incentive Stock Options are exercisable for the first time by
any Participant during any calendar year (under all plans of the Company and its
Subsidiaries) exceeds $100,000, such excess Incentive Stock Options shall be
treated as Nonqualified Stock Options.

      (g) Voluntary Surrender. The Committee may permit the voluntary surrender
of all or any portion of any Nonqualified Stock Option issued pursuant to this
Section 7 and its corresponding SAR, if any, granted under the Plan to be
conditioned upon the granting to the Holder of a new Option for the same or a
different number of shares as the Option 


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<PAGE>

surrendered or require such voluntary surrender as a condition precedent to a
grant of a new Option to such Participant. Such new Option shall be exercisable
at an Option Price, during an Option Period, and in accordance with any other
terms or conditions specified by the Committee at the time the new Option is
granted, all determined in accordance with the provisions of the Plan without
regard to the Option Price, Option Period, or any other terms and conditions of
the Nonqualified Stock Option surrendered.

8.    Automatic Grant of Options

      Upon the consummation of the IPO each Non-Employee Director shall be
automatically granted an IPO Option to purchase 5,000 shares of Stock.
Thereafter, unless otherwise determined by the Committee, on the date any person
first becomes a Non-Employee Director, such person shall be automatically
granted without further action by the Board or the Committee a Nonqualified
Stock Option to purchase 5,000 shares of Stock. Thereafter, unless otherwise
determined by the Committee, for the remainder of the term of the Plan and
provided he remains a Non-Employee Director of the Company, on the date of each
of the Company's Annual Meeting of Stockholders, each Non-Employee Director
shall be automatically granted without further action by the Board or the
Committee a Nonqualified Stock Option to purchase 1,000 shares of Stock. All
such Options granted to Non-Employee Directors shall hereinafter be referred to
as Non-Employee Director Options.

      (a) Option Price; Term. IPO Options shall have an Option Price per share
equal to the IPO Price. All other Non-Employee Director Options shall have an
Option Price per share equal to the Fair Market Value of a share of Stock on the
Date of Grant. IPO Options shall vest and become exercisable over a period of
two years at the rate of 50% of each grant annually on each of the two
consecutive anniversaries of the Date of Grant directly following the Date of
Grant provided the Non-Employee Director's services as a director continues
through each such anniversary. All other Non-Employee Director Options shall be
fully vested and exercisable as of the date of grant. The term of each
Non-Employee Director Option ("Term"), after which each such Option shall
expire, shall be ten years from the date of Grant.

      (b) Expiration. If prior to the expiration of the Term of a Non-Employee
Director Option the Non-Employee Director shall cease to be a member of the
Board for any reason other than his death, the Non-Employee Director Option
shall expire on the earlier of the expiration of the Term or the date that is
three months after the date of such cessation. If prior to the expiration of the
Term of a Non-Employee Director Option a Non-Employee Director shall cease to be
a member of the Board by reason of his death, the Non-Employee Director Option
shall expire on the earlier of the expiration of the Term or the date that is
one year after the date of such cessation. In the event


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<PAGE>

a Non-Employee Director ceases to be a member of the Board for any reason, any
unexpired Non-Employee Director Option shall thereafter be exercisable until its
expiration only to the extent that such Option was exercisable at the time of
such cessation.

      (c) Stock Option Agreement. Each Non-Employee Director Option shall be
evidenced by a Stock Option Agreement, which shall contain such provisions as
may be determined by the Committee; provided, however, that such provisions
shall not be inconsistent with the formula grant provisions of Rule
16b-3(c)(2)(ii) pursuant to the Exchange Act.

      (d) Nontransferability. Subject to Section 13(k), Non-Employee Director
Options shall not be transferable except by will or the laws of descent and
distribution and shall be exercisable during the Non-Employee Director's
lifetime only by him.

9.    Stock Appreciation Rights

      Any Option (other than Non-Employee Director Options) granted under the
Plan may include SARs, either at the Date of Grant or, except in the case of an
Incentive Stock Option, by subsequent amendment. The Committee also may award
SARs independent of any Option. An SAR shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose,
including, but not limited to, the following:

      (a) Vesting. SARs granted in connection with an Option shall become
exercisable, be transferable and shall expire according to the same vesting
schedule, transferability rules and expiration provisions as the corresponding
Option. An SAR granted independent of an Option shall become exercisable, be
transferable and shall expire in accordance with a vesting schedule,
transferability rules and expiration provisions as established by the Committee
and reflected in an Award agreement. Notwithstanding the above, an SAR shall not
be exercisable by a person subject to Section 16(b) of the Exchange Act for at
least six months following the Date of Grant.

      (b) Automatic exercise. If on the last day of the Option Period (or in the
case of an SAR independent of an Option, the period established by the Committee
after which the SAR shall expire), the Fair Market Value of the Stock exceeds
the Option Price (or in the case of an SAR granted independent of an Option, the
Fair Market Value of the Stock on the Date of Grant), the Holder has not
exercised the SAR or the corresponding Option, and neither the SAR nor the
corresponding Option has expired, such SAR shall be deemed to have been
exercised by the Holder on such last day and the Company shall make the
appropriate payment therefor.


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<PAGE>

      (c) Payment. Upon the exercise of an SAR, the Company shall pay to the
Holder an amount equal to the number of shares subject to the SAR multiplied by
the excess, if any, of the Fair Market Value of one share of Stock on the
exercise date over the Option Price, in the case of an SAR granted in connection
with an Option, or the Fair Market Value of one share of Stock on the Date of
Grant, in the case of an SAR granted independent of an Option. The Company shall
pay such excess in cash, in shares of Stock valued at Fair Market Value, or any
combination thereof, as determined by the Committee. Fractional shares shall be
settled in cash.

      (d) Method of exercise. A Holder may exercise an SAR after such time as
the SAR vests by filing an irrevocable written notice with the Committee or its
designee, specifying the number of SARs to be exercised, and the date on which
such SARs were awarded. Such time or times determined by the Committee may take
into account any applicable "window periods" required by Rule 16b-3 under the
Exchange Act.

      (e) Expiration. Except as otherwise provided, in the case of SARs granted
in connection with Options, an SAR shall expire on a date designated by the
Committee which is not later than ten years after the Date of Grant of the SAR.

10.   Performance Shares

      (a) Award grants. The Committee is authorized to establish Performance
Share programs to be effective over designated Award Periods determined by the
Committee. The Committee may grant Awards of Performance Share Units to Eligible
Persons in accordance with such Performance Share programs. At the beginning of
each Award Period, the Committee will establish written Performance Goals based
upon financial objectives for the Company for such Award Period and a schedule
relating the accomplishment of the Performance Goals to the Awards to be earned
by Participants. Performance Goals may include absolute or relative growth in
earnings per share or rate of return on stockholders' equity or other
measurement of corporate performance and may be determined on an individual
basis or by categories of Participants. The Committee shall determine the number
of Performance Share Units to be awarded, if any, to each Eligible Person who is
selected to receive such an Award. The Committee may add new Participants to a
Performance Share program after its commencement by making pro rata grants.

      (b) Determination of Award. At the completion of a Performance Share Award
Period, or at other times as specified by the Committee, the Committee shall
calculate the number of shares of Stock earned with respect to each
Participant's Performance Share Unit Award by multiplying the number of
Performance Share


                                       14
<PAGE>

Units granted to the Participant by a performance factor representing the degree
Of attainment of the Performance Goals. 

      (c) Partial Awards. A Participant for less than a full Award Period,
whether by reason of commencement or termination of employment or otherwise,
shall receive such portion of an Award, if any, for that Award Period as the
Committee shall determine.

      (d) Payment of Performance Share Unit Awards. Performance Share Unit
Awards shall be payable in that number of shares of Stock determined in
accordance with Section 10(b); provided, however, that, at its discretion, the
Committee may make payment to any Participant in the form of cash upon the
specific request of such Participant. The amount of any payment made in cash
shall be based upon the Fair Market Value of the Stock on the day prior to
payment. Payments of Performance Share Unit Awards shall be made as soon as
practicable after the completion of an Award Period.

      (e) Adjustment of Performance Goals. The Committee may, during the Award
Period, make such adjustments to Performance Goals as it may deem appropriate,
to compensate for, or reflect, (i) extraordinary or non-recurring events
experienced during an Award Period by the Company or by any other corporation
whose performance is relevant to the determination of whether Performance Goals
have been attained; (ii) any significant changes that may have occurred during
such Award Period in applicable accounting rules or principles or changes in the
Company's method of accounting or in that of any other corporation whose
performance is relevant to the determination of whether an Award has been earned
or (iii) any significant changes that may have occurred during such Award Period
in tax laws or other laws or regulations that alter or affect the computation of
the measures of Performance Goals used for the calculation of Awards; provided,
however, that following the date that the exemption from the application of
Section 162(m) of the Code described in Section 18 (or any other exemption
having similar effect) ceases to apply to Performance Share Unit Awards, with
respect to such Awards intended to qualify as "performance-based compensation"
under Section 162(m) of the Code, such adjustment shall be made only to the
extent that the Committee determines that such adjustments may be made without a
loss of deductibility for such Award under Section 162(m) of the Code.

11.   Restricted Stock Awards and Phantom Stock Units

      (a) Award of Restricted Stock and Phantom Stock Units.

            (i)   The Committee shall have the authority (1) to grant Restricted
                  Stock and Phantom Stock Unit Awards, (2) to issue or transfer
                  Restricted Stock to Eligible Persons, and (3) to establish
                  terms, conditions and restrictions applicable to such


                                       15
<PAGE>

                  Restricted Stock and Phantom Stock Units, including the
                  Restricted Period, which may differ with respect to each
                  grantee, the time or times at which Restricted Stock or
                  Phantom Stock Units shall be granted or become vested and the
                  number of shares or units to be covered by each grant.

            (ii)  The Holder of a Restricted Stock Award shall execute and
                  deliver to the Company an Award agreement with respect to the
                  Restricted Stock setting forth the restrictions applicable to
                  such Restricted Stock. If the Committee determines that the
                  Restricted Stock shall be held in escrow rather than delivered
                  to the Holder pending the release of the applicable
                  restrictions, the Holder additionally shall execute and
                  deliver to the Company (i) an escrow agreement satisfactory to
                  the Committee, and (ii) the appropriate blank stock powers
                  with respect to the Restricted Stock covered by such
                  agreements. If a Holder shall fail to execute a Restricted
                  Stock agreement and, if applicable, an escrow agreement and
                  stock powers, the Award shall be null and void. Subject to the
                  restrictions set forth in Section 11(b), the Holder shall
                  generally have the rights and privileges of a stockholder as
                  to such Restricted Stock, including the right to vote such
                  Restricted Stock. At the discretion of the Committee, cash
                  dividends and stock dividends with respect to the Restricted
                  Stock may be either currently paid to the Holder or withheld
                  by the Company for the Holder's account, and interest may be
                  paid on the amount of cash dividends withheld at a rate and
                  subject to such terms as determined by the Committee. Cash
                  dividends or stock dividends so withheld by the Committee
                  shall not be subject to forfeiture.

            (iii) Upon the Award of Restricted Stock, the Committee shall cause
                  a stock certificate registered in the name of the Holder to be
                  issued and, if it so determines, deposited together with the
                  stock powers with an escrow agent designated by the Committee.
                  If an escrow arrangement is used, the Committee shall cause
                  the escrow agent to issue to the Holder a receipt evidencing
                  any stock certificate held by it registered in the name of the
                  Holder.

            (iv)  The terms and conditions of a grant of Phantom Stock Units
                  shall be reflected in a written Award agreement. No shares of
                  Stock shall be issued at the time a Phantom Stock Unit Award
                  is made, and the Company will not be required to set aside a


                                       16
<PAGE>

                  fund for the payment of any such Award. Holders of Phantom
                  Stock Units shall receive an amount equal to the cash
                  dividends paid by the Company upon one share of Stock for each
                  Phantom Stock Unit then credited to such Holder's account
                  ("Dividend Equivalents"). The Committee shall, in its sole
                  discretion, determine whether to credit to the account of, or
                  to currently pay to, each Holder of an Award of Phantom Stock
                  Units such Dividend Equivalents. Dividend Equivalents credited
                  to a Holder's account shall be subject to forfeiture on the
                  same basis as the related Phantom Stock Units, and may bear
                  interest at a rate and subject to such terms as are determined
                  by the Committee.

      (b) Restrictions.

            (i)   Restricted Stock awarded to a Participant shall be subject to
                  the following restrictions until the expiration of the
                  Restricted Period, and to such other terms and conditions as
                  may be set forth in the applicable Award agreement: (1) if an
                  escrow arrangement is used, the Holder shall not be entitled
                  to delivery of the stock certificate; (2) the shares shall be
                  subject to the restrictions on transferability set forth in
                  the Award agreement; (3) the shares shall be subject to
                  forfeiture to the extent provided in subparagraph (d) and the
                  Award Agreement and, to the extent such shares are forfeited,
                  the stock certificates shall be returned to the Company, and
                  all rights of the Holder to such shares and as a shareholder
                  shall terminate without further obligation on the part of the
                  Company.

            (ii)  Phantom Stock Units awarded to any Participant shall be
                  subject to (1) forfeiture until the expiration of the
                  Restricted Period, to the extent provided in subparagraph (d)
                  and the Award agreement, and to the extent such Awards are
                  forfeited, all rights of the Holder to such Awards shall
                  terminate without further obligation on the part of the
                  Company and (2) such other terms and conditions as may be set
                  forth in the applicable Award agreement.

            (iii) The Committee shall have the authority to remove any or all of
                  the restrictions on the Restricted Stock and Phantom Stock
                  Units whenever it may determine that, by reason of changes in
                  applicable laws or other changes in circumstances arising
                  after the date of the 


                                       17
<PAGE>

                  Restricted Stock Award or Phantom Stock Award, such action is
                  appropriate.

      (c) Restricted Period. The Restricted Period of Restricted Stock and
Phantom Stock Units shall commence on the Date of Grant and shall expire from
time to time as to that part of the Restricted Stock and Phantom Stock Units
indicated in a schedule established by the Committee and set forth in a written
Award agreement.

      (d) Forfeiture Provisions. Except to the extent determined by the
Committee and reflected in the underlying Award agreement, in the event a Holder
terminates employment with the Company and all Subsidiaries during a Restricted
Period, that portion of the Award with respect to which restrictions have not
expired ("Non-Vested Portion") shall be treated as follows.

            (i)   Upon the voluntary resignation of a Participant or discharge
                  by the Company or a Subsidiary for Cause, the Non-Vested
                  Portion of the Award shall be completely forfeited.

            (ii)  Upon Normal Termination, the Non-Vested Portion of the Award
                  shall be prorated for service during the Restricted Period and
                  shall be received as soon as practicable following
                  termination.

            (iii) Upon death, the Non-Vested Portion of the Award shall be
                  prorated for service during the Restricted Period and paid to
                  the Participant's beneficiary as soon as practicable following
                  death.

      (e) Delivery of Restricted Stock and Settlement of Phantom Stock Units.
Upon the expiration of the Restricted Period with respect to any shares of Stock
covered by a Restricted Stock Award, the restrictions set forth in Section 11(b)
and the Award agreement shall be of no further force or effect with respect to
shares of Restricted Stock which have not then been forfeited. If an escrow
arrangement is used, upon such expiration, the Company shall deliver to the
Holder, or his beneficiary, without charge, the stock certificate evidencing the
shares of Restricted Stock which have not then been forfeited and with respect
to which the Restricted Period has expired (to the nearest full share) and any
cash dividends or stock dividends credited to the Holder's account with respect
to such Restricted Stock and the interest thereon, if any.

      Upon the expiration of the Restricted Period with respect to any Phantom
Stock Units covered by a Phantom Stock Unit Award, the Company shall deliver to
the Holder, or his beneficiary, without charge, one share of Stock for each
Phantom Stock Unit 


                                       18
<PAGE>

which has not then been forfeited and with respect to which the Restricted
Period has expired ("Vested Unit") and cash equal to any Dividend Equivalents
credited with respect to each such Vested Unit and the interest thereon, if any;
provided, however, that, if so noted in the applicable Award agreement, the
Committee may, in its sole discretion, elect to pay cash or part cash and part
Stock in lieu of delivering only Stock for Vested Units. If cash payment is made
in lieu of delivering Stock, the amount of such payment shall be equal to the
Fair Market Value of the Stock as of the date on which the Restricted Period
lapsed with respect to such Vested Unit.

      (f) Stock Restrictions. Each certificate representing Restricted Stock
awarded under the Plan shall bear the following legend until the end of the
Restricted Period with respect to such Stock:

                  "Transfer of this certificate and the shares represented
      hereby is restricted pursuant to the terms of a Restricted Stock
      Agreement, dated as of _________, between CellularVision USA, Inc. and
      ___________________.  A copy of such Agreement is on file at the
      offices of the Company."

Stop transfer orders shall be entered with the Company's transfer agent and
registrar against the transfer of legended securities.

12.   Stock Bonus Awards

      The Committee may issue unrestricted Stock under the Plan to Eligible
Persons, alone or in tandem with other Awards, in such amounts and subject to
such terms and conditions as the Committee shall from time to time in its sole
discretion determine. Stock Bonus Awards under the Plan shall be granted as, or
in payment of, a bonus, or to provide incentives or recognize special
achievements or contributions.

13.   General

      (a) Additional Provisions of an Award. Awards under the Plan also may be
subject to such other provisions (whether or not applicable to the benefit
awarded to any other Participant) as the Committee determines appropriate
including, without limitation, provisions to assist the Participant in financing
the purchase of Stock upon the exercise of Options, provisions for the
forfeiture of or restrictions on resale or other disposition of shares of Stock
acquired under any Award, provisions giving the Company the right to repurchase
shares of Stock acquired under any Award in the event the Participant elects to
dispose of such shares, and provisions to comply with Federal and state
securities laws and Federal and state tax withholding requirements. Any such
provisions shall be reflected in the applicable Award agreement.


                                       19
<PAGE>

      (b) Privileges of Stock Ownership. Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of stock
ownership in respect of shares of Stock which are subject to Awards hereunder
until such shares have been issued to that person.

      (c) Government and Other Regulations. The obligation of the Company to
make payment of Awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by governmental agencies as
may be required. Notwithstanding any terms or conditions of any Award to the
contrary, the Company shall be under no obligation to offer to sell or to sell
and shall be prohibited from offering to sell or selling any shares of Stock
pursuant to an Award unless such shares have been properly registered for sale
pursuant to the Securities Act with the Securities and Exchange Commission or
unless the Company has received an opinion of counsel, satisfactory to the
Company, that such shares may be offered or sold without such registration
pursuant to an available exemption therefrom and the terms and conditions of
such exemption have been fully complied with. The Company shall be under no
obligation to register for sale under the Securities Act any of the shares of
Stock to be offered or sold under the Plan. If the shares of Stock offered for
sale or sold under the Plan are offered or sold pursuant to an exemption from
registration under the Securities Act, the Company may restrict the transfer of
such shares and may legend the Stock certificates representing such shares in
such manner as it deems advisable to ensure the availability of any such
exemption.

      (d) Tax Withholding. Notwithstanding any other provision of the Plan, the
Company or a Subsidiary, as appropriate, shall have the right to deduct from all
Awards cash and/or Stock, valued at Fair Market Value on the date of payment, in
an amount necessary to satisfy all Federal, state or local taxes as required by
law to be withheld with respect to such Awards and, in the case of Awards paid
in Stock, the Holder or other person receiving such Stock may be required to pay
to the Company or a Subsidiary, as appropriate, prior to delivery of such Stock,
the amount of any such taxes which the Company or Subsidiary is required to
withhold, if any, with respect to such Stock. Subject in particular cases to the
disapproval of the Committee, the Company may accept shares of Stock of
equivalent Fair Market Value in payment of such withholding tax obligations if
the Holder of the Award elects to make payment in such manner and, with respect
to a Holder subject to Section 16(b) of the Exchange Act, if at least six months
prior to the date such tax obligation is determined; provided, however, that
such six-month advance election shall not be required if it is not necessary in
order for the withholding election to be exempt from the application of such
Section 16(b);


                                       20
<PAGE>

      (e) Claim to Awards and Employment Rights. No employee or other person
shall have any claim or right to be granted an Award under the Plan or, having
been selected for the grant of an Award, to be selected for a grant of any other
Award. Neither the Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employ or service of the
Company or a Subsidiary.

      (f) Designation and Change of Beneficiary. Each Participant may file with
the Committee a written designation of one or more persons as the beneficiary
who shall be entitled to receive the rights or amounts payable with respect to
an Award due under the Plan upon his death. A Participant may, from time to
time, revoke or change his beneficiary designation without the consent of any
prior beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant's death, and in no event
shall it be effective as of a date prior to such receipt. If no beneficiary
designation is filed by the Participant, the beneficiary shall be deemed to be
his or her spouse or, if the Participant is unmarried at the time of death, his
or her estate.

      (g) Payments to Persons Other Than Participants. 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.

      (h) No Liability of Committee Members. 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 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 willful bad
faith; provided, however, that approval of the Board shall be required for the
payment of any amount in 


                                       21
<PAGE>

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 Articles 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.

      (i) Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to the
principles of conflicts of law thereof.

      (j) Funding. 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. Holders shall have
no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.

      (k) Nontransferability. A person's rights and interest under the Plan,
including amounts payable, may not be sold, assigned, donated, or transferred or
otherwise disposed of, mortgaged, pledged or encumbered except, in the event of
a Holder's death, to a designated beneficiary to the extent permitted by the
Plan, or in the absence of such designation, by will or the laws of descent and
distribution; provided, however, the Committee may, in its sole discretion,
allow for transfer of Awards other than Incentive Stock Options to other persons
or entities, subject to such conditions or limitations as it may establish to
ensure that Awards intended to be exempt from Section 16(b) of the Exchange Act
pursuant to Rule 16b-3 under the Exchange Act continue to be so exempt or for
other purposes.

      (l) Reliance on Reports. Each member of the Committee and each member of
the 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 its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself.

      (m) Relationship to Other Benefits. 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 or any
Subsidiary except as otherwise specifically provided in such other plan.


                                       22
<PAGE>

      (n) Expenses. The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries.

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

      (p) Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.

      (q) Termination of Employment. For all purposes herein, a person who
transfers from employment or service with the Company to employment or service
with a Subsidiary or vice versa shall not be deemed to have terminated
employment or service with the Company or a Subsidiary.


                                       23
<PAGE>

14.   Changes in Capital Structure

      Awards granted under the Plan and any agreements evidencing such Awards,
the maximum number of shares of Stock subject to all Awards and the maximum
number of shares of Stock with respect to which any one person may be granted
Options or SARs during any year shall be subject to adjustment or substitution,
as determined by the Committee in its sole discretion, as to the number, price
or kind of a share of Stock or other consideration subject to such Awards or as
otherwise determined by the Committee to be equitable (i) in the event of
changes in the outstanding Stock or in the capital structure of the Company by
reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the Date
of Grant of any such Award or (ii) in the event of any change in applicable laws
or any change in circumstances which results in or would result in any
substantial dilution or enlargement of the rights granted to, or available for,
Participants in the Plan, or which otherwise warrants equitable adjustment
because it interferes with the intended operation of the Plan. In addition, in
the event of any such adjustments or substitution, the aggregate number of
shares of Stock available under the Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive. Any adjustment in Incentive
Stock Options under this Section 14 shall be made only to the extent not
constituting a "modification" within the meaning of Section 424(h)(3) of the
Code, and any adjustments under this Section 14 shall be made in a manner which
does not adversely affect the exemption provided pursuant to Rule 16b-3 under
the Exchange Act. Further, following the date that the exemption from the
application of Section 162(m) of the Code described in Section 18 (or any other
exemption having similar effect) ceases to apply to Awards, with respect to
Awards intended to qualify as "performance-based compensation" under Section
162(m) of the Code, such adjustments or substitutions shall be made only to the
extent that the Committee determines that such adjustments or substitutions may
be made without a loss of deductibility for such Awards under Section 162(m) of
the Code. The Company shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for
all purposes.

      Notwithstanding the above, in the event of any of the following:

                  A. The Company is merged or consolidated with another
            corporation or entity and, in connection therewith, consideration is
            received by shareholders of the Company in a form other than stock
            or other equity interests of the surviving entity;


                                       24
<PAGE>

                  B. All or substantially all of the assets of the Company are
            acquired by another person;

                  C. The reorganization or liquidation of the Company; or

                  D. The Company shall enter into a written agreement to undergo
            an event described in clauses A, B or C above,

then the Committee may, in its discretion and upon at least 10 days advance
notice to the affected persons, cancel any outstanding Awards and pay to the
Holders thereof, in cash, the value of such Awards based upon the price per
share of Stock received or to be received by other shareholders of the Company
in the event. The terms of this Section 14 may be varied by the Committee in any
particular Award agreement.

15.   Effect of Change in Control

      Except to the extent reflected in a particular Award agreement:

      (a) In the event of a Change in Control, notwithstanding any vesting
schedule with respect to an Award of Options, SARs, Phantom Stock Units or
Restricted Stock, such Option or SAR shall become immediately exercisable with
respect to 100 percent of the shares subject to such Option or SAR, and the
Restricted Period shall expire immediately with respect to 100 percent of such
Phantom Stock Units or shares of Restricted Stock.

      (b) In the event of a Change in Control, all incomplete Award Periods in
effect on the date the Change in Control occurs shall end on the date of such
change, and the Committee shall (i) determine the extent to which Performance
Goals with respect to each such Award Period have been met based upon such
audited or unaudited financial information then available as it deems relevant,
(ii) cause to be paid to each Participant partial or full Awards with respect to
Performance Goals for each such Award Period based upon the Committee's
determination of the degree of attainment of Performance Goals, and (iii) cause
all previously deferred Awards to be settled in full as soon as possible.

      (c) The obligations of the Company under the Plan shall be binding upon
any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Company. The Company agrees that it will make appropriate
provisions for the preservation of Participant's rights under the Plan in any
agreement or plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.


                                       25
<PAGE>

16.   Nonexclusivity of the Plan

      Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.

17.   Amendments and Termination

      The Board may at any time terminate the Plan. Subject to Section 14, with
the express written consent of an individual Participant, the Board or the
Committee may cancel or reduce or otherwise alter outstanding Awards if, in its
judgment, the tax, accounting, or other effects of the Plan or potential payouts
thereunder would not be in the best interest of the Company. The Board or the
Committee may, at any time, or from time to time, amend or suspend and, if
suspended, reinstate, the Plan in whole or in part; provided, however, that
without further stockholder approval neither the Board nor the Committee shall
make any amendment to the Plan which would:

      (a) Materially increase the maximum number of shares of Stock which may be
issued pursuant to Awards, except as provided in Section 13;

      (b) Extend the maximum Option Period;

      (c) Extend the termination date of the Plan; or

      (d) Change the class of persons eligible to receive Awards under the Plan;

and further provided, however, that provisions of Section 8 shall not be amended
more than once every six months other than to comport with changes in the Code,
the Employee Retirement Income Security Act, or the rules thereunder.

18.   Effect of Section 162(m) of the Code

      The Plan, and all Awards issued thereunder, are intended to be exempt from
the application of Section 162(m) of the Code, which restricts under certain
circumstances the Federal income tax deduction for compensation paid by a public
company to named executives in excess of $1 million per year. The exemption is
based on Proposed Treasury Regulation Section 1.162-27(f), in the form proposed
on the effective date of the Plan, with the understanding that such regulation
generally exempts from the application of Section 162(m) of the Code
compensation paid 


                                       26
<PAGE>

pursuant to a plan that existed before a company becomes publicly held. Under
such Proposed Treasury Regulation, this exemption is available to the Plan for
the duration of the period that lasts until the earlier of (i) the expiration or
material modification of the Plan, (ii) the exhaustion of the maximum number of
shares of Stock available for Awards under the Plan, as set forth in Section
5(a), or (iii) the year 2000 annual meeting of shareholders of the Company. The
Committee may, without shareholder approval (unless otherwise required to comply
with Rule 16b-3 under the Exchange Act), amend the Plan retroactively and/or
prospectively to the extent it determines necessary in order to comply with any
subsequent clarification of Section 162(m) of the Code required to preserve the
Company's Federal income tax deduction for compensation paid pursuant to the
Plan. To the extent that the Committee determines as of the Date of Grant of an
Award that (i) the Award is intended to comply with Section 162(m) of the Code
and (ii) the exemption described above is no longer available with respect to
such Award, such Award shall not be effective until any stockholder approval
required under Section 162(m) of the Code has been obtained.

                        *           *           *

As adopted by the Board of Directors of CellularVision USA, Inc. as of October
18, 1995, and as amended and restated as of December 2, 1998.

By: _____________________________

Title: __________________________


                                       27