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                                                                   Exhibit 10.23

                        BROADVIEW NETWORKS HOLDINGS, INC.
                            (a Delaware corporation)

                          2000 LONG-TERM INCENTIVE PLAN

                                   SECTION 1.
                               PURPOSE OF THE PLAN

     (a) Purpose. The purpose of the Broadview Networks Holdings, Inc. 2000
Long-Term Incentive Plan (the "Plan") is to (i) further the growth and success
of Broadview Networks Holdings, Inc. (the "Company") and any entity in which the
Company holds a controlling interest (its "Subsidiaries") by enabling directors
and employees of, and independent consultants and contractors to, the Company
and any of its Subsidiaries to acquire shares of the common stock, $.01 par
value per share (the "Common Stock"), of the Company, thereby increasing their
personal interest in such growth and success, and (ii) provide a means of
rewarding outstanding performance by such persons to the Company and/or its
Subsidiaries. For purposes of the Plan, the terms "Parent" and "Subsidiary" mean
"Parent Corporation" and "Subsidiary Corporation," respectively, as such terms
are defined in Sections 424(e) and (f) of the Internal Revenue Code of 1986 (the
"Code").

     (b) Participation. Subject to the terms and conditions of the Plan, the
Committee (as defined in Section 2) shall determine and designate from time to
time, from among the "Eligible Individuals" those persons who will be granted
one or more Awards under the Plan and thereby become "Participants" in the Plan.
For purposes of the Plan, the term "Eligible Individual" shall mean any employee
or director (including directors who are not employees of the Company or a
Subsidiary (a "Non-Employee Director")) of the Company or a Subsidiary, and any
consultant or other person providing services to the Company or a Subsidiary.

     (c) Effective Date. Subject to the approval of the shareholders of the
Company at the Company's 2000 annual meeting of its shareholders, the Plan shall
be effective as of February 3, 2000 (the "Effective Date"); provided, however,
that to the extent that Awards are granted under the Plan prior to its approval
by shareholders, the Awards shall be contingent on the approval of the Plan by
the shareholders of the Company at such annual meeting. The Plan shall be of
unlimited duration and, in the event of Plan termination shall remain in effect
as long as any Awards under it are outstanding; provided, however, that no
Awards may be granted under the Plan after the tenth anniversary of the
Effective Date (except for Awards granted pursuant to commitments entered into
prior to such ten-year anniversary).
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                                   SECTION 2.
                                 ADMINISTRATION

     (a) Administration. So long as the Company is subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Plan shall
be administered by a committee (the "Committee") selected by the Board and shall
consist of not fewer than two members of the Board or such greater number as may
be required for compliance with Rule 16b-3 issued under the Exchange Act, none
of whom shall be eligible to receive Awards under the Plan except as provided in
subsection 4(c).

     (b) Powers of Committee. The authority to manage and control the operation
and administration of the Plan shall be vested in the Committee, subject to the
following:

          (i) Subject to the provisions of the Plan, the Committee will have the
     authority and discretion to select which Eligible Individuals will receive
     Awards, to determine the time or times of receipt, to determine the types
     of Awards and the number of Shares covered by the Awards, to establish the
     terms, conditions, performance criteria, restrictions, and other provisions
     of such Awards, and to cancel or suspend Awards.

          (ii) Subject to the provisions of the Plan, the Committee will have
     the authority and discretion to determine the extent to which Awards under
     the Plan will be structured to conform to the requirements applicable to
     "Performance-Based Compensation" (as that term is used in Section
     162(m)(4)(C) of the Code), and to take such action, establish such
     procedures, and impose such restrictions at the time such Awards are
     granted as the Committee determines to be necessary or appropriate to
     conform to such requirements.

          (iii) The Committee will have the authority and discretion to
     interpret the Plan, to establish, amend and rescind any rules and
     regulations relating to the Plan, to determine the terms and provisions of
     any agreements made pursuant to the Plan and to make all other
     determinations that may be necessary or advisable for the administration of
     the Plan.

          (iv) Any interpretation of the Plan by the Committee and any decision
     made by it under the Plan is final and binding on all persons.

     (c) Delegation by Committee. Except to the extent prohibited by applicable
law or the rules of any stock exchange or NASDAQ (if appropriate), the Committee
may allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.


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     (d) Information to be Furnished to Committee. The Company and Subsidiaries
shall furnish the Committee such data and information as it determines may be
required for it to discharge its duties. The records of the Company and
Subsidiaries as to an employee's or Participant's employment (or other provision
of services), termination of employment (or cessation of the provision of
services), leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee consider desirable to carry out the terms
of the Plan.

     (e) Liability and Indemnification of Committee. No member or authorized
delegate of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct; nor shall the Company or any Subsidiary be
liable to any person for any such action unless attributable to fraud or willful
misconduct on the part of an employee of the Company of any Subsidiary. The
Committee, the individual members thereof, and persons acting as the authorized
delegates of the Committee under the Plan, shall be indemnified by the Company
against any and all liabilities, losses, costs and expenses (including legal
fees and expenses) of whatsoever kind and nature which may be imposed on,
incurred by or asserted against the Committee or its members or authorized
delegates by reason of the performance of a Committee function if the Committee
or its members or authorized delegates did not act dishonestly or in willful
violation of the law or regulation under which such liability, loss, cost or
expense arises. This indemnification shall not duplicate but may supplement any
coverage available under any applicable insurance.

                                   SECTION 3.
                      SHARES OF STOCK SUBJECT TO THE PLAN

     (a) Character of Shares. The shares of Common Stock with respect to which
Awards may be made under the Plan shall be shares currently authorized but
unissued or currently held or subsequently acquired by the Company as treasury
shares, including shares purchased in the open market or in private
transactions.

     (b) Number of Shares. Subject to the following provisions of this Section
3, the maximum number of shares of Common Stock that may be delivered to
Participants and their beneficiaries under the Plan shall be equal to the sum
of: (i) 5,200,000 shares of Common Stock; and (ii) any shares of Common Stock
that are represented by Awards granted under the Plan which are forfeited,
expire or are canceled without delivery of shares of Common Stock or which
result in the forfeiture of the shares of Common Stock back to the Company.

          (x) To the extent any shares of Common Stock covered by an Award are
     not delivered to a Participant or beneficiary because the Award is
     forfeited or canceled, or the shares of Common Stock are not delivered
     because the Award is settled in cash or used to satisfy the applicable tax
     withholding obligation, such


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     shares shall not be deemed to have been delivered for purposes of
     determining the maximum number of shares of Common Stock available for
     delivery under the Plan.

          (y) If the Price of any Option granted under the Plan is satisfied by
     tendering shares of Common Stock to the Company (by either actual delivery
     or by attestation), only the number of shares of Common Stock issued net of
     the shares of Common Stock tendered shall be deemed delivered for purposes
     of determining the maximum number of shares of Stock available for delivery
     under the Plan.

     (c) Limitations. The following additional maximums are imposed under the
Plan.

          (i) The maximum number of shares of Common Stock that may be issued by
     Options intended to be ISOs (as defined in Section 4) shall be 5,200,000
     shares.

          (ii) The maximum number of shares that may be covered by Awards
     granted to any one individual pursuant to Section 4 or 5 (relating to
     Options and SARs) shall be 1,500,000 shares during any one calendar-year
     period. If an Option is in tandem with an SAR, such that the exercise of
     the Option or SAR with respect to a share of Common Stock cancels the
     tandem SAR or Option right, respectively, with respect to such share, the
     tandem Option and SAR rights with respect to each share of Common Stock
     shall be counted as covering but one share of Common Stock for purposes of
     applying the limitations of this paragraph (ii).

          (iii) The maximum number of shares of Common Stock that may be issued
     in conjunction with Awards granted pursuant to Section 6 (relating to Share
     Awards) shall be 1,000,000 shares.

          (iv) For Restricted Share Awards that are intended to be
     "performance-based compensation" (as that term is used for purposes of Code
     section 162(m)), no more than 1,000,000 shares of Common Stock may be
     subject to such Awards granted to any one individual during any
     one-calendar-year period. If, after shares have been earned, the delivery
     is deferred, any additional shares attributable to dividends during the
     deferral period shall be disregarded.

                                   SECTION 4.
                                    OPTIONS

     (a) General. Options granted under the Plan may be either "incentive stock
options" ("ISOs"), intended to qualify as such under the provisions of Section
422 of the Code, or non-qualified stock options ("NSOs"). Options granted to
employees of the Company or any of its Subsidiaries shall be, in the discretion
of the Committee, either ISOs or NSOs, and Options granted to independent
consultants or directors of the Company or any of its Subsidiaries shall in all
events


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be NSOs. Unless the context otherwise requires, any ISO or NSO shall hereinafter
be referred to as an "Option". Notwithstanding anything contained in this
subsection (a) to the contrary, no ISO may be granted under the Plan to an
employee who owns, directly or indirectly (within the meaning of Sections
422(b)(6) and 424(d) of the Code), stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of its Parent,
if any, or any of its Subsidiaries, unless (A) the Option Price (as defined in
subsection (d) below) for the shares of Common Stock subject to such ISO is
fixed at not less than 110% of the Fair Market Value of such shares on the date
of grant and (B) such ISO by its terms is not exercisable after the expiration
of five years from the date it is granted.

     (b) Eligibility. The Committee shall designate the Participants to whom
Options are to be granted under this Section and shall determine the number of
shares subject to each such Option; provided, however, that the entire Board
shall make such determinations with respect to Non-Employee Directors. If the
Committee grants ISOs, to the extent required by Section 422 of the Code, the
ISO shall not be considered an ISO to the extent that the aggregate Fair Market
Value on the date of grant of such ISO of all stock with respect to which ISOs
are exercisable for the first time by such Optionee during any calendar year
(under all plans of the Company and its Subsidiaries) exceeds $100,000.

     (c) Price. The determination and payment of the purchase price of a share
under each Option granted under this Section shall be subject to the following:

          (i) The price (the "Option Price") at which each share of Common Stock
     subject to an Option granted under the Plan may be purchased shall be
     determined by the Committee at the time the Option is granted; provided,
     however, that in the case of an ISO, such Option Price shall in no event be
     less than 100% of the Fair Market Value of such share of Common Stock on
     the date of grant.

          (ii) Subject to the following provisions of this subsection, the full
     purchase price of each share purchased upon the exercise of any Option
     shall be paid at the time of such exercise (or such later date as may be
     permitted by the Committee in the case of a cashless exercise) and, as soon
     as practicable thereafter, a certificate representing the shares so
     purchased shall be delivered to the person entitled thereto.

          (iii) The purchase price shall be payable in cash or by tendering
     shares by actual delivery or attestation (valued at Fair Market Value as of
     the day of exercise) that have been held by the Participant at least six
     months, or in any combination thereof, as determined by the Committee.

          (iv) Subject to the requirement of Section 422 of the Code, for
     purposes of the Plan, the "Fair Market Value" of shares of the Common Stock
     shall be equal to:


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               (A) if such shares are publicly traded, (x) the closing price, if
          applicable, or the average of the last bid and asked prices on the
          date of grant or, if lower, the average of the daily closing prices
          (or the means between the last bid and asked prices for days on which
          no sales took place) of the 30 business days immediately preceding the
          date of grant, in the over-the-counter market as reported by NASDAQ or
          (y) if the Common Stock is then traded on a national securities
          exchange, the average of the high and low prices on the date of grant
          or, if lower, the average of the daily closing prices (or the means
          between the last bid and asked prices for days on which no sales took
          place) of the 30 business days immediately preceding the date of
          grant, on the principal national securities exchange on which such
          security is so traded; or

               (B) if there is no public trading market for such shares, the
          fair market value of such shares on the date of grant as determined by
          the Committee, without regard in respect to any such determination for
          any discount, including, without limitation, for the fact that such
          share is held by a minority stockholder, that there is no public
          market for the stock or, if there were a public market for such stock,
          such stock would be "restricted" as defined under Rule 144 promulgated
          under the Securities Act of 1933, as amended (the "Securities Act"),
          after taking into consideration all other factors which it deems
          appropriate, including, without limitation, recent sale and offer
          prices of the Common Stock in private transactions negotiated at arms'
          length. Notwithstanding anything contained in the Plan to the
          contrary, all determinations pursuant to this paragraph shall be made
          without regard to any restriction other than a restriction which, by
          its terms, will never lapse.

               (C) For purposes of determining the Fair Market Value of shares
          that are sold pursuant to a cashless exercise program, Fair Market
          Value shall be the price at which such shares are sold.

     (d) Exercise. Except as otherwise expressly provided in the Plan, an Option
granted under subsection (b) above shall be exercisable in accordance with the
following terms of this subsection:

          (i) Each such Option granted under the Plan shall be exercisable at
     such time or times, or upon the occurrence of such event or events, and for
     such number of shares subject to the Option, as shall be determined by the
     Committee and set forth in the Option Agreement evidencing such Option.
     Subject to the proviso of the immediately preceding sentence, if an Option
     is not at the time of grant immediately exercisable, the Committee may (A)
     in the Option Agreement evidencing such Option, provide for the
     acceleration of the exercise date or dates of the subject Option


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     upon the occurrence of specified events and/or (B) at any time prior to the
     complete termination of an Option, accelerate the exercise date or dates of
     such Option.

          (ii) No Option may be exercised by a Participant after the Expiration
     Date (as defined in subsection (g) below) applicable to that Option.

          (iii) If Optioned Shares acquired by exercise of an ISO granted under
     this Plan are disposed of within two years following the date of grant of
     the ISO or one year following the issuance of the Optioned Shares to the
     Optionee (a "Disqualifying Disposition"), the holder of the Optioned Shares
     shall, immediately prior to such Disqualifying Disposition, notify the
     Company in writing of the date and terms of such Disqualifying Disposition
     and provide such other information regarding the Disqualifying Disposition
     as the Company may reasonably require.

     (e) Post-Exercise Limitations. The Committee, in its discretion, may impose
such restrictions on shares acquired pursuant to the exercise of an Option as it
determines to be desirable, including, without limitation, restrictions relating
to disposition of the shares and forfeiture restrictions based on service,
performance, share ownership by the Participant and such other factors as the
Committee determines to be appropriate.

     (f) Expiration Date. The "Expiration Date" with respect to an Option
granted pursuant to subsection (b) above means the date established as the
Expiration Date by the Committee at the time of the grant; provided, however,
that unless determined otherwise by the Committee, the Expiration Date with
respect to any Option shall not be later than the earliest to occur of:

          (i) the tenth anniversary of the date on which such Option is granted
     or, in the case of any ISO granted to a person described in subsection (a)
     above, the fifth anniversary of the date on which such ISO is granted;

          (ii) the expiration of three months from the date that the Optionee
     ceased to be an employee of the Company or any of its Subsidiaries (other
     than as a result of death, permanent and total disability (within the
     meaning of Section 22(e)(3) of the Code) or Termination for Cause (as
     defined below)); provided, however, that if the Optionee shall die during
     such three-month period, the time of termination of the unexercised portion
     of such Option shall be the expiration of six months from the date that
     such Optionee ceased to be an employee or director of, or independent
     consultant or contractor to, the Company or any of its Subsidiaries;

          (iii) the expiration of six months from the date that the Optionee
     ceased to be an employee of the Company or any of its Subsidiaries, if such
     termination is due to such Optionee's death or permanent and total
     disability;


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          (iv) except to the extent permitted by subsection 8(e), the date on
     which an Option or any part thereof or right or privilege relating thereto
     is transferred (otherwise than by will or the laws of descent and
     distribution), assigned, pledged, hypothecated, attached or otherwise
     disposed of by the Optionee; and

          (v) if the Optionee is an employee of the Company, upon Termination
     for Cause.

     The Committee shall have the power to determine what constitutes a
     Termination For Cause for purposes of the Plan and the date upon which such
     Termination For Cause shall occur. All such determinations shall be final
     and conclusive and binding upon the Optionee. Anything contained in the
     Plan to the contrary notwithstanding, unless otherwise provided in an
     Option Agreement, no Option granted under the Plan shall be affected by any
     change of duties or position of the Optionee (including a transfer to or
     from the Company or one of its Subsidiaries), so long as such Optionee
     continues to be an employee or director of, or independent consultant or
     contractor to, the Company or one of its Subsidiaries.

                                   SECTION 5.
                           STOCK APPRECIATION RIGHTS

     (a) Definition. Subject to the terms of this Section 5, a "Stock
Appreciation Right" ("SAR") granted under the Plan entitles the Participant to
receive, in cash or Common Stock (as determined in accordance with subsection
(d)), value equal to all or a portion of the excess of: (i) the Fair Market
Value of a specified number of shares of Common Stock at the time of exercise;
over (ii) a specified price which shall not be less than 100% of the Fair Market
Value of the Common Stock at the time the SAR is granted, or, if granted in
tandem with an Option, the exercise price with respect to shares under the
tandem Option.

     (b) Eligibility. Subject to the provisions of the Plan, the Committee shall
designate the Participants to whom SARs are to be granted under the Plan, shall
determine the exercise price or a method by which the price shall be established
with respect to each such SAR, and shall determine the number of shares of
Common Stock on which each SAR is based. A SAR may be granted in connection with
all or any portion of a previously or contemporaneously granted Option or not in
connection with an Option. If a SAR is granted in connection with an Option
then, in the discretion of the Committee, the SAR may, but need not, be granted
in tandem with the Option.

     (c) Exercise. The exercise of SARs shall be subject to the following:

          (i) If a SAR is not in tandem with an Option, then the SAR shall be
     exercisable in accordance with the terms established by the Committee in
     connection with such rights, and may include, without limitation,
     conditions relating to


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     completion of a specified period of service, achievement of performance
     standards prior to exercise of the SARs, or achievement of objectives
     relating to Common Stock ownership by the Participant. However, except as
     otherwise expressly provided in the Plan, no SAR subject to this Section
     may be exercised by a Participant after the Expiration Date applicable to
     that SAR.

          (ii) If a SAR is in tandem with an Option, then the SAR shall be
     exercisable at the time the tandem Option is exercisable. The exercise of a
     SAR will result in the surrender of the corresponding rights under the
     tandem Option.

     (d) Settlement of Award. Upon the exercise of a SAR, the value to be
distributed to the Participant, in accordance with subsection (a) above, shall
be distributed in shares of Common Stock (valued at their Fair Market Value at
the time of exercise), in cash or in a combination thereof, in the discretion of
the Committee.

     (e) Post-Exercise Limitations. The Committee, in its discretion, may impose
such restrictions on shares of Common Stock acquired pursuant to the exercise of
a SAR as it determines to be desirable, including, without limitation,
restrictions relating to disposition of the shares and forfeiture restrictions
based on service, performance, ownership of Common Stock by the Participant, and
such other factors as the Committee determines to be appropriate.

     (f) Expiration Date. If a SAR is in tandem with an Option, then the
"Expiration Date" for the SAR shall be the Expiration Date for the related
Option. If a SAR is not in tandem with an Option, then the "Expiration Date" for
the SAR shall be the date established as the Expiration Date by the Committee;
provided, however, that subject to the following provisions of this subsection
(f), the Expiration Date with respect to any SAR shall not be later than the
earliest to occur of:

          (i) the ten-year anniversary of the date on which the SAR is granted;

          (ii) if the Participant's date of Termination occurs by reason of
     death or permanent and total disability, the six-month anniversary of such
     date of Termination;

          (iii) if the Participant's date of Termination occurs by reason other
     than death, permanent and total disability or Termination for Cause, the
     three-month anniversary of such date of Termination; and

          (iv) If the Participant's date of Termination occurs for reasons of
     Cause, such date of Termination.


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                                   SECTION 6.
                                  SHARE AWARDS

     (a) Definition. Subject to the terms of this Section, a Share Award under
the Plan is a grant of shares to a Participant, the earning, vesting or
distribution of which is subject to one or more conditions established by the
Committee. Such conditions may relate to events (such as performance or
continued employment) occurring before or after the date the Share Award is
granted, or the date the shares are earned by, vested in or delivered to the
Participant. If the vesting of Share Awards is subject to conditions occurring
after the date of grant, the period beginning on the date of grant of a Share
Award and ending on the vesting or forfeiture of such shares (as applicable) is
referred to as the "Restricted Period". Share Awards may provide for delivery of
the shares of Shares at the time of grant or may provide for a deferred delivery
date. A Share Award may, but need not, be made in conjunction with a cash-based
incentive compensation program maintained by the Company and may, but need not,
be in lieu of cash otherwise awardable under such program.

     (b) Eligibility. The Company shall designate the Participants to whom Share
Awards are to be granted and the number of shares that are subject to each such
Award.

     (c) Terms and Conditions of Awards. Share Awards granted to Participants
under the Plan shall be subject to the following terms and conditions:

          (i) Beginning on the date of grant (or, if later, the date of
     distribution) of shares comprising a Share Award, and including any
     applicable Restricted Period, the Participant as owner of such shares shall
     have the right to vote such shares.

          (ii) Payment of dividends with respect to Share Awards shall be
     subject to the following:

               (A) On and after the date that a Participant has a fully earned
          and vested right to the shares comprising a Share Award and the shares
          have been distributed to the Participant, the Participant shall have
          all dividend rights (and other rights) of a shareholder with respect
          to such shares.

               (B) Prior to the date that a Participant has a fully earned and
          vested right to the shares comprising a Share Award, the Committee, in
          its sole discretion, may award Dividend Rights with respect to such
          shares.

               (C) On and after the date that a Participant has a fully earned
          and vested right to the shares comprising a Share Award, but before
          the shares have been distributed to the Participant, the Participant
          shall be entitled to Dividend Rights with respect to such shares, at
          the time and in the form determined by the Committee.


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               (D) A "Dividend Right" with respect to shares comprising a Share
          Award shall entitle the Participant, as of each dividend payment date,
          to an amount equal to the dividends payable with respect to a share
          multiplied by the number of such shares. Dividend Rights shall be
          settled in cash or in shares valued at Fair Market Value as of the
          date of settlement, as determined by the Committee, shall be payable
          at the time determined by the Committee and shall be subject to such
          other terms and conditions as the Committee may determine.

                                   SECTION 7.
                                  ADJUSTMENTS

     (a) Changes in Capital Structure. Subject to subsection (b) below, if the
Common Stock is changed by reason of a stock split, reverse stock split, stock
dividend or capitalization, or converted into or exchanged for other securities
as a result of a merger, consolidation or reorganization, the Committee shall
make such adjustments in the number and class of shares of stock with respect to
which Awards may be granted under the Plan as shall be equitable and appropriate
in order to make such Awards, as nearly as may be practicable, equivalent to
such Awards immediately prior to such change. A corresponding adjustment
changing the number and class of shares allocated to Options and SARs, and the
Option Price of each Option or portion thereof outstanding at the time of such
change shall likewise be made. Notwithstanding anything contained in the Plan to
the contrary, in the case of ISOs, no adjustment under this subsection (a) shall
be appropriate if such adjustment (i) would constitute a modification, extension
or renewal of such ISO within the meaning of Section 422 and 424 of the Code,
and the regulations promulgated by the Treasury Department thereunder, or (ii)
would, under Section 422 of the Code and the regulations promulgated by the
Treasury Department thereunder, be considered as the adoption of a new plan
requiring stockholder approval.

     (b) Corporate Transactions. The following rules shall apply in connection
with the dissolution or liquidation of the Company, a reorganization, merger or
consolidation in which the Company is not the surviving corporation, or a sale
of all or substantially all of the assets of the Company to another person or
entity (a "Corporate Transaction"):

          (i) each holder of an Option or a SAR outstanding at such time shall
     be given (A) written notice of such Corporate Transaction at least 20 days
     prior to its proposed effective date (as specified in such notice) and (B)
     an opportunity, during the period commencing on the delivery date of such
     notice and ending 10 days prior to the proposed effective date of such
     transaction, to exercise the Option or SAR to the full extent to which such
     Option or SAR would have been exercisable by the Optionee at the expiration
     of such 20-day period;

     provided, however, that upon the occurrence of a Corporate Transaction for
     which shareholders of the Company receive cash, all Awards granted under
     the Plan shall become nonforfeitable; and


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     provided, further, all Options and SARs granted under the Plan and not so
     exercised shall automatically terminate; and

          (ii) notwithstanding anything contained in the Plan to the contrary,
     paragraph (i) shall not be applicable if provision shall be made in
     connection with such Corporate Transaction for the assumption of
     outstanding Options and SARs by, or the substitution for such Options and
     SARs of new options and SARs covering the stock of, the surviving successor
     or purchasing corporation or a parent or subsidiary thereof, with
     appropriate adjustments as to the number, kind and option prices of shares
     subject to such Options and SARs;

     provided, however, that in the case of ISOs, the Board shall, to the extent
     not inconsistent with the best interests of the Company or its Subsidiaries
     (such best interests to be determined in good faith by the Board in its
     sole discretion), use its best efforts to ensure that any such assumption
     or substitution will not constitute a modification, extension or renewal of
     the ISOs within the meaning of Section 424(h) of the Code and the
     regulations promulgated by the Treasury Department thereunder.

     (c) Special Rules. The following rules shall apply in connection with
subsection (a) and (b) above:

          (i) no fractional shares shall be issued as a result of any such
     adjustment, and any fractional shares resulting from the computations
     pursuant to subsection (a) or (b) shall be eliminated without consideration
     from the respective Options;

          (ii) no adjustment shall be made for cash dividends or the issuance to
     stockholders of rights to subscribe for additional shares of Common Stock
     or other securities; and

          (iii) any adjustments referred to in subsection (a) or (b) shall be
     made by the Committee in its sole discretion and shall be conclusive and
     binding on all persons holding Options granted under the Plan.

                                   SECTION 8.
                                   OPERATION

     (a) Limit on Distribution. Distribution of shares or other amounts under
the Plan shall be subject to the following:

          (i) Notwithstanding any other provision of the Plan, the Company shall
     have no liability to deliver any shares under the Plan or make any other
     distribution of benefits under the Plan unless such delivery or
     distribution would comply with all applicable laws and the applicable
     requirements of any securities exchange or similar entity.


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          (ii) In the case of a Participant who is subject to Section 16(a) and
     16(b) of the Exchange Act, the Committee may, at any time, add such
     conditions and limitations to any Award to such Participant, or any feature
     of any such Award, as the Committee, in its sole discretion, deems
     necessary or desirable to comply with Section 16(a) or 16(b) and the rules
     and regulations thereunder or to obtain any exemption therefrom.

          (iii) To the extent that the Plan provides for issuance of
     certificates to reflect the transfer of shares, the transfer of such shares
     may be effected on a non-certificated basis, to the extent not prohibited
     by applicable law or the rules of any stock exchange.

     (b) Performance-Based Compensation. To the extent that the Committee
determines that it is necessary or desirable to conform any Awards under the
Plan with the requirements applicable to "Performance-Based Compensation", it
may, at or prior to the time an Award is granted, take such steps and impose
such restrictions with respect to such Award as it determines to be necessary to
satisfy such requirements including, without limitation:

          (i) The establishment of performance goals that must be satisfied
     prior to the payment or distribution of benefits under such Awards.

          (ii) The submission of such Awards and performance goals to the
     Company's shareholders for approval and making the receipt of benefits
     under such Awards contingent on receipt of such approval.

          (iii) Providing that no payment or distribution be made under such
     Awards unless the Committee certifies that the goals and the applicable
     terms of the Plan and Agreement reflecting the Awards have been satisfied.

     To the extent that the Committee determines that the foregoing requirements
     relating to Performance-Based Compensation do not apply to Awards under the
     Plan because the Awards constitute Options or SARs, the Committee may, at
     the time the Award is granted, conform the Awards to alternative methods of
     satisfying the requirements applicable to Performance-Based Compensation.

     (c) Withholding. All Awards and other payments under the Plan are subject
to withholding of all applicable taxes, which withholding obligations may be
satisfied, with the consent of the Committee, through the surrender of shares
which the Participant already owns or to which a Participant is otherwise
entitled under the Plan; provided, however, previously-owned shares that have
been held by the Participant less than six months or shares to which the
Participant is entitled under the Plan may only be used to satisfy the minimum
tax withholding required by applicable law.

     (d) Transferability. Awards under the Plan are not transferable except as
designated by the Participant by will or by the laws of descent and distribution
or, to the extent provided by the Committee, pursuant to a qualified domestic
relations order (within the meaning of the Code and


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<PAGE>

applicable rules thereunder). To the extent that the Participant who receives an
Award under the Plan has the right to exercise such Award, the Award may be
exercised during the lifetime of the Participant only by the Participant.
Notwithstanding the foregoing provisions of this subsection, the Committee may
permit Awards under the Plan to be transferred to or for the benefit of the
Participant's family (including, without limitation, to a trust or partnership
for the benefit of a Participant's family), subject to such procedures as the
Committee may establish. In no event shall an ISO be transferable to the extent
that such transferability would violate the requirements applicable to such
Option under Code section 422.

     (e) Notices. Any notice or document required to be filed with the Committee
under the Plan will be properly filed if delivered or mailed by registered mail,
postage prepaid, to the Committee, in care of the Company or the Subsidiary, as
applicable, at its principal executive offices. The Committee may, by advance
written notice to affected persons, revise such notice procedure from time to
time. Any notice required under the Plan (other than a notice of election) may
be waived by the person entitled to notice.

     (f) Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

     (g) Agreement With Company. At the time of an Award to a Participant under
the Plan, the Committee may require a Participant to enter into an agreement
with the Company (the "Agreement"), in a form specified by the Committee,
agreeing to the terms and conditions of the Plan and to such additional terms
and conditions, not inconsistent with the Plan, as the Committee may, in its
sole discretion, prescribe.

     (h) Limitation of Implied Rights.

          (i) Neither a Participant nor any other person shall, by reason of the
     Plan, acquire any right in or title to any assets, funds or property of the
     Company or any Subsidiary whatsoever, including, without limitation, any
     specific funds, assets, or other property which the Company, in its sole
     discretion, may set aside in anticipation of a liability under the Plan. A
     Participant shall have only a contractual right to the amounts, if any,
     payable under the Plan, unsecured by any assets of the Company and any
     Subsidiary. Nothing contained in the Plan shall constitute a guarantee by
     the Company or any Subsidiary that the assets of such companies shall be
     sufficient to pay any benefits to any person.


                                       14

<PAGE>

          (ii) The Plan does not constitute a contract of employment, and
     selection as a Participant will not give any employee or advisor the right
     to be retained in the employ or service of the Company or any Subsidiary,
     nor any right or claim to any benefit under the Plan, unless such right or
     claim has specifically accrued under the terms of the Plan. Except as
     otherwise provided in the Plan, no Award under the Plan shall confer upon
     the holder thereof any right as a shareholder of the Company prior to the
     date on which he fulfills all service requirements and other conditions for
     receipt of such rights and shares are registered in his name.

     (i) Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

     (j) Action by Company or Subsidiary. Any action required or permitted to be
taken by the Company or any Subsidiary shall be by resolution of its board of
directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board or (except
to the extent prohibited by applicable law or the rules of any stock exchange)
by a duly authorized officer of the Company.

     (k) Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.

     (1) Applicable Law. The provisions of the Plan shall be construed in
accordance with the laws of the State of Delaware, without giving effect to
choice of law principles.

                                   SECTION 9.
                                AMENDMENT OF PLAN

     The Board may at any time prior modify and amend the Plan in any respect;
provided, however, that the approval of the holders of a majority of the votes
that may be cast by all of the holders of shares of capital stock of the
Company, if any, entitled to vote thereon shall be obtained prior to any such
amendment becoming effective if such approval is required by law or is necessary
to comply with regulations promulgated by the SEC under Section 16(b) of the
Securities Act or with Section 422 of the Code or the regulations promulgated by
the Treasury Department thereunder.

As adopted by the Board of Directors of Broadview Networks Holdings, Inc. as of
February 3, 2000.


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