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                                                                   Exhibit 10.11

                             APPLIED INNOVATION INC.
                              AMENDED AND RESTATED
                             1996 STOCK OPTION PLAN


          1. PURPOSE. This plan (the "Plan") is intended as an incentive and to
encourage stock ownership by certain key employees, officers and directors of,
and consultants and advisers who render services to, Applied Innovation Inc., a
Delaware corporation (the "Company"), and any current or future Parent or
Subsidiary thereof (the "Company Group") by the granting of stock options (the
"Options") as provided herein. By encouraging such stock ownership, the Company
seeks to attract, retain and motivate employees, officers, directors,
consultants and advisers of training, experience and ability. The Options
granted under the Plan may be either incentive stock options ("ISOs") which meet
the requirements of section 422 of the Internal Revenue Code of 1986, as amended
from time to time hereafter (the "Code"), or options which do not meet such
requirements ("Non-Statutory Options").

         2. EFFECTIVE DATE. The Plan will become effective on April 25, 1996
(the "Effective Date").

         3. ADMINISTRATION.

                  (a) The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
which consists of not fewer than two members of the Board. If any class of
equity securities of the Company is registered under section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), all members of the
Committee will be "non-employee directors" as defined in Rule 16b-3(b)(2)(i)
promulgated under the 1934 Act (or any successor rule of like tenor and effect)
and "outside directors" as defined in section 162(m) of the Code and the
regulations promulgated thereunder.

                  (b) Subject to the provisions of the Plan, the Committee is
authorized to establish, amend and rescind such rules and regulations as it
deems appropriate for its conduct and for the proper administration of the Plan,
to make all determinations under and interpretations of, and to take such
actions in connection with the Plan or the Options granted thereunder as it
deems necessary or advisable. All actions taken by the Committee under the Plan
are final and binding on all persons. No member of the Committee is liable for
any action taken or determination made relating to the Plan, except for willful
misconduct.

                  (c) The Company will indemnify each member of the Committee
against costs, expenses and liabilities (other than amounts paid in settlements
to which the Company does not consent, which consent will not be unreasonably
withheld) reasonably incurred by such member in connection with any action to
which he or she may be a party by reason of service as a member of the
Committee, except in relation to matters as to which he or she is adjudged in
such action to be personally guilty of negligence or willful misconduct in the
performance of his or her duties. The foregoing right to indemnification is in
addition to such other rights as the Committee member may enjoy as a matter of
law, by reason of insurance coverage of any kind, or otherwise.

         4. ELIGIBILITY.

                  (a) The Committee may grant Options and Tax Offset Payments,
as defined in paragraph 10, to such Key Employees of (or, in the case of
Non-Statutory Options only, to directors who are not employees of and to
consultants and advisers who render services to) the Company or the Company
Group as the Committee may select from time to time (the "Optionees"). The
Committee may grant more than one Option to an individual under the Plan.

                  (b) [reserved].

                  (c) No ISO may be granted to an individual who, at the time an
ISO is granted, is considered under section 422(b)(6) of the Code as owning
stock possessing more than 10 percent of the total combined voting



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power of all classes of stock of the Company or of its Parent or any Subsidiary;
provided, however, this restriction will not apply if at the time such ISO is
granted the option price per share of such ISO is at least 110% of the Fair
Market Value of such share, and such ISO by its terms is not exercisable after
the expiration of five years from the date it is granted. This paragraph 4(c)
has no application to Options granted under the Plan as Non-Statutory Options.

                  (d) The aggregate Fair Market Value (determined as of the date
the ISO is granted) of shares with respect to which ISOs are exercisable for the
first time by any Optionee during any calendar year under the Plan or any other
incentive stock option plan of the Company or the Company Group may not exceed
$100,000. If an ISO which exceeds the $100,000 limitation of this paragraph 4(d)
is granted, the portion of such Option which is exercisable for Shares in excess
of the $100,000 limitation shall be treated as a Non-Statutory Option pursuant
to Section 422(d) of the Code. Except as otherwise provided in the preceding
sentence, this paragraph 4(d) has no application to Options granted under the
Plan as Non-Statutory Options.

          5. STOCK SUBJECT TO PLAN. The shares subject to Options under the Plan
are the shares of common stock, $.01 par value, of the Company (the "Shares").
The Shares issued pursuant to Options granted under the Plan may be authorized
and unissued Shares, Shares purchased on the open market or in a private
transaction, or Shares held as treasury stock. The aggregate number of Shares
for which Options may be granted under the Plan may not exceed 2,000,000 shares,
subject to adjustment in accordance with the terms of paragraph 13 of the Plan.
The maximum number of Shares for which Options may be granted under the Plan
during the term of the Plan to any one individual may not exceed 750,000 shares
subject to adjustment in accordance with the terms of paragraph 13 of the Plan.
The unpurchased Shares subject to terminated or expired Options may again be
offered under the Plan. The Committee, in its sole discretion, may permit the
exercise of any Option as to full Shares or fractional Shares. Proceeds from the
sale of Shares under Options will be general funds of the Company.

          6. TERMS AND CONDITIONS OF OPTIONS.

                  (a) At the time of grant, the Committee will determine whether
the Options granted will be ISOs or Non-Statutory Options. All Options and Tax
Offset Payments granted will be authorized by the Committee and, within a
reasonable time after the date of grant, will be evidenced by stock option
agreements in writing ("Stock Option Agreements"), in the form attached hereto
as Exhibit A, or in such other form and containing such terms and conditions not
inconsistent with the provisions of this Plan as the Committee may determine.
Any action under paragraph 13 may be reflected in an amendment to, or
restatement of, such Stock Option Agreements.

                  (b) The Committee may grant Options and Tax Offset Payments
having terms and provisions which vary from those specified in the Plan if such
Options or Tax Offset Payments are granted in substitution for, or in connection
with the assumption of, existing options granted by another corporation and
assumed or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation to which the
Company is a party.

          7. PRICE. The Committee will determine the option price per Share (the
"Option Price") of each Option granted under the Plan. Notwithstanding the
foregoing, the Option Price of each ISO granted under the Plan may not be less
than the Fair Market Value of a Share on the date of grant of such Option. The
date of grant will be the date the Committee acts to grant the Option or such
later date as the Committee specifies and the Fair Market Value will be
determined in accordance with paragraph 26(c) and without regard to any
restrictions other than a restriction which, by its terms, will never lapse.

          8. OPTION PERIOD. The Committee will determine the period during which
each Option may be exercised (the "Option Period"); provided, however, any ISO
granted under the Plan will have an Option Period which does not exceed 10 years
from the date of grant.


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          9. NONTRANSFERABILITY OF OPTIONS. An Option will not be transferable
by the Optionee otherwise than by will or the laws of descent and distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee
or by the Optionee's guardian or legal representative. Notwithstanding the
foregoing, an Optionee may transfer a Non-Statutory Option to members of his or
her immediate family (as defined in Rule 16a-1 promulgated under the 1934 Act),
to one or more trusts for the benefit of such family members or to partnerships
in which such family members are the only partners if (a) the stock option
agreement with respect to such Non-Statutory Option as approved by the Committee
expressly so provides and (b) the Optionee does not receive any consideration
for the transfer. Non-Statutory Options held by such transferees are subject to
the same terms and conditions that applied to such Non-Statutory Options
immediately prior to transfer.

         10. TAX OFFSET PAYMENTS. The Committee has the authority and discretion
under the Plan to make cash grants to Optionees to offset a portion of the taxes
which may become payable upon exercise of Non-Statutory Options or on certain
dispositions of Shares acquired under ISOs ("Tax Offset Payments"). In the case
of Non-Statutory Options, such Tax Offset Payments will be in an amount
determined by multiplying a percentage established by the Committee by the
difference between the Fair Market Value of a Share on the date of exercise and
the Option Price, and by the number of Shares as to which the Option is being
exercised. If the Tax Offset Payment is being made on account of the disposition
of Shares acquired under an ISO, such Tax Offset Payments will be in an amount
determined by multiplying a percentage established by the Committee by the
difference between the Fair Market Value of a Share on the date of disposition,
if less than the Fair Market Value on the date of exercise, and the Option
Price, and by the number of Shares acquired under an ISO of which an Optionee is
disposing. The percentage will be established, from time to time, by the
Committee at that rate which the Committee, in its sole discretion, determines
to be appropriate and in the best interest of the Company to assist Optionees in
the payment of taxes. The Company has the right to withhold and pay over to any
governmental entities (federal, state or local) all amounts under a Tax Offset
Payment for payment of any income or other taxes incurred on exercise.

         11. EXERCISE OF OPTIONS.

                  (a) The Committee, in its sole discretion, will determine the
terms and conditions of exercise and vesting percentages of Options granted
hereunder. Notwithstanding the foregoing or the terms and conditions of any
Stock Option Agreement to the contrary, (i) if the Optionee's employment is
terminated as a result of disability or death, his or her Options will be
exercisable to the extent and for the period specified in paragraph 12(b); (ii)
if the Optionee's employment is terminated other than as a result of disability
or death or For Cause, his or her Options will be exercisable to the extent and
for the period specified in paragraph 12(a); (iii) if a merger or similar
reorganization or sale of substantially all of the Company's assets occurs, all
outstanding Options will be exercisable to the extent and for the period
specified in paragraph 13(b) or paragraph 13(c), whichever paragraph applies;
and (iv) if a Change in Control occurs, all outstanding Options will be
exercisable for the period specified in paragraph 13(d).

                  (b) An Option may be exercised only upon delivery of a written
notice to the Committee, any member of the Committee, or any officer of the
Company designated by the Committee to accept such notices on its behalf,
specifying the number of Shares for which it is exercised.

                  (c) Within five business days following the date of exercise
of an Option, the Optionee or other person exercising the Option will make full
payment of the Option Price in cash or, with the consent of the Committee, (i)
by tendering previously acquired Shares (valued at Fair Market Value, as
determined by the Committee, as of such date of tender); (ii) with a full
recourse promissory note of the Optionee for the portion of the Option Price in
excess of the par value of Shares subject to the Option, under terms and
conditions determined by the Committee; (iii) any combination of the foregoing;
or (iv) if the Shares subject to the Option have been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and there is a regular
public market for the Shares, by delivering to the Company on the date of
exercise of the Option written notice of exercise together with:



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                         (A) written instructions to forward a copy of such
                notice of exercise to a broker or dealer, as defined in section
                3(a)(4) and 3(a)(5) of the 1934 Act ("Broker"), designated in
                such notice and to deliver to the specified account maintained
                with the Broker by the person exercising the Option a
                certificate for the Shares purchased upon the exercise of the
                Option, and

                         (B) a copy of irrevocable instructions to the Broker to
                deliver promptly to the Company a sum equal to the purchase
                price of the Shares purchased upon exercise of the Option and
                any other sums required to be paid to the Company under
                paragraph 18 of the Plan.

                (d) If Tax Offset Payments sufficient to allow for withholding
of taxes are not being made at the time of exercise of an Option, the Optionee
or other person exercising such Option will pay to the Company an amount equal
to the withholding amount required to be made less any amount withheld by the
Company under paragraph 18.

       12. TERMINATION OF EMPLOYMENT.

                (a) Upon termination of an Optionee's employment with the
Company or the Company Group, other than (i) termination of employment by reason
of death or Disability, or (ii) termination of employment For Cause, the
Optionee will have 30 days after the date of termination (but not later than the
expiration date of the Stock Option Agreement) to exercise all Options held by
him or her to the extent the same were exercisable on the date of termination;
provided, however, if such termination is a result of the Optionee's retirement
with the consent of the Company, such Option shall then be exercisable to the
extent of 100% of the Shares subject thereto. The Committee will determine in
each case whether a termination of employment is a retirement with the consent
of the Company and, subject to applicable law, whether a leave of absence is a
termination of employment. The Committee may cancel an Option during the 30-day
period after termination of employment referred to in this paragraph if the
Optionee engages in employment or activities contrary, in the opinion of the
Committee, to the best interests of the Company.

                (b) Upon termination of employment by reason of death or
Disability, the Optionee's personal representative, or the person or persons to
whom his or her rights under the Options pass by will or the laws of descent or
distribution, will have one year after the date of such termination (but not
later than the expiration date of the Stock Option Agreement) to exercise all
Options held by Optionee to the extent the same were exercisable on the date of
termination; provided, however, the Committee, in its sole discretion, may
permit the exercise of all or any portion of any Option granted to such Optionee
not otherwise exercisable.

                (c) Upon termination of employment For Cause, all Options held
by such Optionee will terminate effective on the date of termination of
employment.

       13. STOCK SPLITS; MERGERS; REORGANIZATIONS; CHANGE IN CONTROL.

                (a) If a stock split, stock dividend, combination or exchange of
shares, exchange for other securities, reclassification, reorganization,
redesignation or other change in the Company's capitalization occurs, the
Committee will proportionately adjust or substitute the aggregate number of
Shares for which Options may be granted under this Plan, the number of Shares
subject to outstanding Options and the Option Price of the Shares subject to
outstanding Options to reflect the same. The Committee will make such other
adjustments to the Options, the provisions of the Plan and the Stock Option
Agreements as may be appropriate and equitable, which adjustments may provide
for the elimination of fractional Shares.

                (b) In the event of a change of the Company's common stock, $.01
par value, resulting from a merger or similar reorganization as to which the
Company is the surviving corporation, or a merger or similar reorganization
involving only a change in the state of incorporation or an internal
reorganization not involving a

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Change in Control, the number and kind of Shares which thereafter may be
purchased pursuant to an Option under the Plan and the number and kind of Shares
then subject to Options granted hereunder and the price per Share thereof will
be appropriately adjusted in such manner as the Board may deem equitable to
prevent dilution or enlargement of the rights available or granted hereunder.

                (c) Except as otherwise determined by the Board, a merger or a
similar reorganization which the Company does not survive (other than a merger
or similar reorganization involving only a change in the state of incorporation
or an internal reorganization not involving a Change in Control), or a sale of
all or substantially all of the assets of the Company, will cause every Option
hereunder to terminate, to the extent not then exercised, unless any surviving
entity agrees to assume the obligations hereunder on terms reasonably acceptable
to the Board; provided, however, that, in the case of such a merger or similar
reorganization, or such a sale of all or substantially all of the assets of the
Company, if there is no such assumption, the Board, in its sole discretion, may
provide that some or all of the unexercised portion of any one or more of the
outstanding Options will be immediately exercisable and vested as of such date
prior to such merger, similar reorganization or sale of assets as the Board
determines. If the Board makes an Option fully exercisable under this paragraph
13(c), the Board will notify the Optionee that the Option will be fully
exercisable for a period of thirty (30) days from the date of such notice, and
the Option will terminate upon the expiration of such period.

                (d) If a Change in Control occurs, all outstanding Options
granted under this Plan will become immediately exercisable to the extent of
100% of the Shares subject thereto notwithstanding any contrary waiting or
vesting periods specified in this Plan or in any applicable Stock Option
Agreement.

         14. SALE OF OPTION SHARES. If any class of equity securities of the
Company is registered pursuant to section 12 of the 1934 Act, any Optionee or
other person exercising the Option who is subject to section 16 of the 1934 Act
by virtue of his or her relationship to the Company shall not sell or otherwise
dispose of the Shares subject to the Option unless at least six months have
elapsed from the date of the grant of the Option.

         15. RIGHTS AS SHAREHOLDER. The Optionee has no rights as a shareholder
with respect to any Shares covered by an Option until the date of issuance of a
stock certificate to the Optionee for such Shares.

         16. NO CONTRACT OF EMPLOYMENT. Nothing in the Plan or in any Option or
Stock Option Agreement confers on any Optionee any right to continue in the
employment or service of the Company or any Parent or Subsidiary of the Company
or interfere with the right of the Company to terminate such Optionee's
employment or other services at any time. The establishment of the Plan will in
no way, now or hereafter, reduce, enlarge or modify the employment relationship
between the Company or any Parent or Subsidiary of the Company and the Optionee.
Options granted under the Plan will not be affected by any change of duties or
position as long as the Optionee continues to be employed by the Company or any
Parent or Subsidiary of the Company.

         17. AGREEMENTS AND REPRESENTATIONS OF OPTIONEES. As a condition to the
exercise of an Option, the Committee, in its sole determination, may require the
Optionee to represent in writing that the Shares being purchased are being
purchased only for investment and without any present intent at the time of the
acquisition of such Shares to sell or otherwise dispose of the same.

         18. WITHHOLDING TAXES. The Company or any Parent or Subsidiary of the
Company has the right (a) to withhold from any salary, wages, or other
compensation for services payable by the Company or any Parent or Subsidiary of
the Company to or with respect to an Optionee, or to demand payment from the
Optionee or other person to whom the Company is delivering certificates for
Shares purchased upon exercise of an Option of, amounts sufficient to satisfy
any federal, state or local withholding tax liability attributable to such
Optionee's (or any beneficiary's or personal representative's) receipt or
disposition of Shares purchased under any Option or (b) to take any such other
action as it deems necessary to enable it to satisfy any such tax withholding
obligations. The Committee, in its sole discretion, may permit an Optionee to
elect to have Shares that would be acquired upon exercise of Options (valued at
Fair Market Value as of the date of exercise) withheld by the Company in
satisfaction of such Optionee's withholding tax liabilities.


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         19. EXCHANGES. The Committee may permit the voluntary surrender of all
or a portion of any Option granted under the Plan to be conditioned upon the
granting to the Optionee of a new Option for the same or a different number of
Shares as the Option surrendered, or may require such voluntary surrender as a
condition precedent to a grant of a new Option to such Optionee. Subject to the
provisions of the Plan, such new Option will be exercisable at such price,
during such period and on such other terms and conditions as are specified by
the Committee at the time the new Option is granted. Upon surrender, the Options
surrendered will be cancelled, and the Shares previously subject to them will be
available for the grant of other Options. The Committee also may grant Tax
Offset Payments to any Optionee surrendering such Option for a new Option.

       20. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Company to sell and
deliver the Shares under such Options, will be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. Options issued under this Plan are not
exercisable prior to (i) the date upon which the Company has registered the
Shares for which Options may be issued under the 1933 Act and the completion of
any registration or qualification of such Shares under state law, or any ruling
or regulation of any government body which the Company, in its sole discretion,
determines to be necessary or advisable in connection therewith, or (ii) receipt
by the Company of an opinion from counsel to the Company stating that the
exercise of such Options may be effected without registering the Shares subject
to such Options under the 1933 Act or under state or other law.

         21. ASSUMPTION. The Plan may be assumed by the successors and assigns
of the Company.

         22. EXPENSES. The Company will bear all expenses and costs in
connection with administration of the Plan.

         23. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
terminate, amend or modify the Plan at any time without further action on the
part of the shareholders of the Company; provided, however, that (a) no
amendment to the Plan may cause the ISOs granted hereunder to fail to qualify as
incentive stock options under the Code; and (b) any amendment to the Plan which
requires the approval of the shareholders of the Company under the Code, the
regulations promulgated thereunder or the rules promulgated under section 16 of
the 1934 Act will be subject to approval by the shareholders of the Company in
accordance with the Code, such regulations or such rules. No amendment,
modification or termination of the Plan may adversely affect in any manner any
Option previously granted to an Optionee under the Plan without the consent of
the Optionee or the transferee of such Option.

         24. TERM OF PLAN. The Plan will become effective on the Effective Date,
subject to the approval of the Plan by the holders of a majority of the shares
of stock of the Company entitled to vote within twelve months of the date of the
Plan's adoption by the Board, and the exercise of all Options granted prior to
such approval will be subject to such approval. The Plan will terminate on the
tenth anniversary of the Effective Date, or such earlier date as may be
determined by the Board. Termination of the Plan, however, will not affect the
rights of Optionees under Options previously granted to them, and all unexpired
Options will continue in force and operation after termination of the Plan
except as they may lapse or terminate by their own terms and conditions.

         25. LIMITATION OF LIABILITY. The liability of the Company under this
Plan or in connection with any exercise of an Option is limited to the
obligations expressly set forth in the Plan and in any Stock Option Agreements,
and no term or provision of this Plan or of any Stock Option Agreements will be
construed to impose any further or additional duties, obligations or costs on
the Company not expressly set forth in the Plan or the Stock Option Agreements.


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         26. DEFINITIONS.

                (a) Change In Control. A "Change in Control" will be deemed to
have occurred if and when (i) a person, partnership, corporation, trust or other
entity ("Person") acquires or combines with the Company, or 50 percent or more
of its assets or earning power, in one or more transactions, and after such
acquisition or combination, less than a majority of the outstanding voting
shares of the Person surviving such transaction (or the ultimate parent of the
surviving Person) is owned by the owners of the voting shares of the Company
outstanding immediately prior to such acquisition or combination, unless the
Change in Control transaction or transactions have been approved in advance by
Board members representing at least two-thirds of the Board members; or (ii)
during any period of two consecutive years during the term of this Plan,
individuals who at the beginning of such period are members of the Board
("Original Board Members") cease for any reason to constitute at least a
majority of the Board, unless the election of each Board member who was not an
Original Board Member has been approved in advance by Board members representing
at least two-thirds of the Board members then in office who were Original Board
Members.

                (b) Disability. The term "Disability" means a physical or mental
condition resulting from bodily injury, disease, or mental disorder which
renders the Optionee incapable of continuing the Optionee's usual and customary
employment or service with the Company or the Company Group.

                (c) Fair Market Value. If the Shares are publicly traded, the
term "Fair Market Value" as used in this Plan means (i) the closing price quoted
in the Nasdaq National Market, if the shares are so quoted, (ii) the last quote
reported by Nasdaq for small-cap issues, if the shares are so quoted, (iii) the
mean between the bid and asked prices as reported by Nasdaq, if the Shares are
so quoted, or (iv) if the Shares are listed on a securities exchange, the
closing price at which the Shares are quoted on such exchange, in each case at
the close of the date immediately before the Option is granted or, if there be
no quotation or sale on that date, the next preceding date on which the Shares
were quoted or traded. In all other cases, the Fair Market Value will be
determined in accordance with procedures established in good faith by the
Committee and with respect to ISOs, conforming to regulations issued by the
Internal Revenue Service regarding incentive stock options.

                (d) Key Employees. The term "Key Employees" means those
executive, administrative, operational and managerial employees of the Company
Group who are determined by the Committee to be eligible for Options under the
Plan.

                (e) Parent and Subsidiary. The terms "Parent" and "Subsidiary"
as used in the Plan have the respective meanings set forth in sections 424(e)
and (f) of the Code.

                (f) Termination For Cause. Termination of Employment "For Cause"
means termination of employment for (a) the commission of an act of dishonesty,
including but not limited to misappropriation of funds or property of the
Company; (b) the engagement in activities or conduct injurious to the reputation
of the Company; (c) the conviction or entry of a guilty or no contest plea to a
misdemeanor involving an act of moral turpitude or a felony; (d) the violation
of any of the terms and conditions of any written agreement the Optionee may
have with the Company or its Parent or Subsidiary (following 30 days' written
notice from the Company specifying the violation and the employee's failure to
cure such violation within such 30-day period) or (e) any refusal to comply with
the written directives, policies or regulations established from time to time by
the Board.




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                                       APPLIED INNOVATION INC.



                                        By: /s/ Gerard B. Moersdorf, Jr.
                                            -------------------------------
                                              Gerard B. Moersdorf, Jr.


Adopted by the Board of Directors:    February 1, 1996
Adopted by the Stockholders:          April 25, 1996
Effective Date:                       April 25, 1996
Amended by the Board of Directors:    February 12, 1998
Approved by the Stockholders:         April 23, 1998
Amended by the Board of Directors:    December 3, 1998
Amended by the Board of Directors:    December 2, 1999