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                                                                   Exhibit 10.34


                        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
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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
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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
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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
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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
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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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<PAGE>

          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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<PAGE>

               (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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<PAGE>

              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.

                                       9
<PAGE>

                                   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.

                                       10
<PAGE>

                    (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

                                       11
<PAGE>

          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.

                                       12
<PAGE>

          (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

                                       13
<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.

     (l) 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.

                                       15