EXHIBIT 4.2



                                    RESTATED

                         ACCESS ONE COMMUNICATIONS CORP.

                             1997 STOCK OPTION PLAN













                 Adopted and Effective as of September 15, 1997
                          Restated as of August 9, 2000



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                                    RESTATED
                         ACCESS ONE COMMUNICATIONS CORP.
                             1997 STOCK OPTION PLAN

         This is a restatement of the Access One Communications  Corp. (formerly
CLEC  Holding  Corp.) 1997 Stock Option Plan (the  "Plan").  The purpose of such
restatement  is to reflect  the  following:  (i) the  acquisition  of Access One
Communications Corp. ("Access One") by Talk.com Inc.  ("Talk.com")  effective as
of August 9, 2000; (ii) the assumption of the Plan by Talk.com  whereby Talk.com
shall become the Plan's sponsor;  and (iii) the conversion of previously granted
options to purchase  Access One common stock into  options to purchase  Talk.com
common stock. The Plan shall be administered such that the conversion of options
previously granted under the Plan shall not by way of this restatement be deemed
a "modification" within the meaning of section 424(h)(3) of the Internal Revenue
Code.

1.       PURPOSE OF THE PLAN.

         This Plan is intended to promote the  interests  of the Company and its
shareholders by providing the Company's officers,  directors,  key employees and
consultants,  on whose judgment,  initiative, and efforts the successful conduct
of the  business  of the  Company  depends,  and  who  are  responsible  for the
management,  growth, and protection of the business, with appropriate incentives
and  rewards to  encourage  them to continue in the employ of the Company and to
maximize their performance.

2.       DEFINITIONS.

         As used in the  Plan,  the  following  definitions  apply to the  terms
indicated below:

         (a)      "Board of Directors"  shall mean the Board of Directors of the
Company.

         (b)      "Cause"  shall  mean,   when  used  in  connection   with  the
termination of a Participant's employment,  the termination of the Participant's
employment  on  account  of:  (i)  the  willful  and  continued  failure  by the
Participant  substantially  to perform his or her duties and  obligations to the
Company (other than any such failure  resulting from  incapacity due to physical
or mental  illness),  (ii) the willful  violation by the  Participant of (A) any
federal  or state  law or (B) any rule of the  Company,  which  violation  would
materially  reflect on the Participant's  character,  competence,  or integrity,
(iii) a breach by a  Participant  of the  Participant's  duty of  loyalty to the
Company  such as  Participant's  solicitation  of  customers or employees of the
Company  on behalf  of any other  Person,  (iv) the  Participant's  unauthorized
removal  from the  Company's  premises of any  document  (in any medium or form)
relating to the Company, its business, or its customers, provided, however, that
no such removal shall be deemed  "unauthorized"  if it is in  furtherance  of an
individual's  duties and obligations to the Company and such removal is a common
practice at the Company,  (v) the Participant's  unauthorized  disclosure to any
Person of any confidential  information  regarding the Company, (vi) the willful
engaging  by the  Participant  in  any  other  misconduct  which  is  materially
injurious  to the  Company or (vii) any event that  constitutes  "cause" (or any
similar term that  constitutes  the basis on which the Company may terminate the
employee's  employment with the Company) for purposes of an employment agreement
between the Participant  and the Company.  For purposes of this Section 2(b), no
act, or failure to act, on a  Participant's  part shall be considered  "willful"
unless done, or omitted to be done, by the  Participant in bad faith and without
reasonable  belief that the action or omission was in the best  interests of the
Company.  Any rights the  Company  may have  hereunder  in respect of the events
giving  rise to Cause  shall be in  addition  to the rights the Company may have
under any other  agreement  with the  Participant  or at law or in  equity.  If,
subsequent to the termination of a Participant's employment without Cause, it is
determined by the Board of Directors  that the  Participant's  employment  could
have been  terminated for Cause,  such  Participant's  employment  shall, at the
election  of the  Committee  in its sole  discretion,  be  deemed  to have  been
terminated for Cause.

         (c)      "Change of Control" shall mean a sale of all or  substantially
all of the Company's  assets or capital  stock,  or any merger or  consolidation
pursuant to which the Company's stockholders shall receive cash or securities of
another  corporation and less than 50% of the  outstanding  capital stock of the
surviving corporation pursuant to such merger or consolidation shall be owned by
the stockholders of the Company.

         (d)      "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended.

         (e)      "Committee"  shall  mean  the  Compensation  Committee  of the
Board;  provided,  however, the Compensation Committee shall not take any action
under the Plan  unless it is at all times  composed  solely of not less than two
"Non-Employee  Directors" within the meaning of Rule 16b-3, as promulgated under
the Securities  Exchange Act of 1934, as amended.  In the event the Compensation
Committee is not composed of three Non-Employee Directors when the

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Company is subject to the  Securities  Act,  or, in the event the  Committee  is
unable to act, the Board shall take any and all actions required or permitted to
be taken by the Committee under the Plan and shall serve as the Committee.

         (f)      "Company"  shall mean Talk.com  Inc., a Delaware  corporation.
Where the  context so  requires,  reference  to Company  shall also  include any
affiliate or subsidiary thereof, as the case may be.

         (g)      "Company  Stock" shall mean the common  stock,  par value $.01
per share, of the Company.

         (h)      "Disability"  shall mean any physical or mental condition as a
result  of which a  Participant  is  disabled  within  the  meaning  of  Section
422(c)(6) of the Code.

         (i)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

         (j)      "Fair Market  Value" with respect to a share of Company  Stock
on any  relevant  date shall be  determined  in  accordance  with the  following
provisions:

                  (1)      If, at the time an Option is granted  under the Plan,
the Company is publicly  traded,  "Fair Market  Value" shall be determined as of
the last business day for which the prices or quotes  discussed in this sentence
are  available  prior to the date such  Option is granted and shall mean (i) the
closing  selling  price  per  share  on that  date of the  Company  Stock on the
principal national  securities exchange on which the Company Stock is traded, if
the Company Stock is then traded on a national securities exchange;  or (ii) the
closing  selling price per share on that date of the Company Stock on the NASDAQ
National  Market  List,  if the  Company  Stock is not then traded on a national
securities  exchange;  or (iii) the  closing  bid price per share last quoted on
that date by an established  quotation service for over-the-counter  securities,
if the Company Stock is not reported on the NASDAQ National Market List.

                  (2)      If the Company  Stock is not  publicly  traded at the
time an Option is granted under the Plan, "Fair Market Value" shall be deemed to
be the fair value of the Company  Stock as  determined  by the  Committee  after
taking into  consideration  all factors which it deems  appropriate,  including,
without limitation, recent sale and offer prices of the Company Stock in private
transactions negotiated at arm's length.

         (k)      "Incentive  Award"  shall mean an Option,  a SAR, a Restricted
Stock, or Stock Bonus Award granted pursuant to the terms of the Plan.

         (l)      "Incentive  Stock  Option"  shall  mean an  Option  that is an
"incentive  stock option" within the meaning of Section 422 of the Code and that
is  identified  as an  Incentive  Stock  Option in the  agreement by which it is
evidenced.

         (m)      "Issue Date" shall mean the date  established by the Committee
on which certificates representing shares of Restricted Stock shall be issued by
the Company pursuant to the terms of Section 8(d) hereof.

         (n)      "Non-Qualified  Stock Option" shall mean an Option that is not
an Incentive Stock Option.

         (o)      "Option"  shall mean an option to  purchase  shares of Company
Stock granted  pursuant to Section 6 hereof.  Each Option,  or portion  thereof,
shall be identified as either an Incentive Stock Option or a Non-Qualified Stock
Option in the agreement by which such Option is evidenced.

         (p)      "Participant"  shall mean an  employee,  officer,  director or
outside director of the Company or any subsidiary of the Company or a consultant
to the Company or any  subsidiary of the Company  selected to participate in the
Plan and to whom an Incentive  Award is granted  pursuant to the Plan, and, upon
his  or  her  death,   that   Person's   successors,   heirs,   executors,   and
administrators, as the case may be.

         (q)      "Person"  shall mean a  "person," such  as the term is used in
Sections 13(d) and 14(d) of the Exchange Act.

         (r)      "Plan"  shall mean this  Restated  Access  One  Communications
Corp. 1997 Stock Option Plan, as it may be amended from time to time.

         (s)      "Restricted Stock" shall mean a share of Company Stock that is
granted  pursuant  to the terms of  Section 8 hereof  and that is subject to the
restrictions  set forth in Section 8(c) hereof for as long as such  restrictions
continue to apply to such share.



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         (t)      "Retirement"   shall  mean  a  Participant's   termination  of
employment  (other  than by  reason  of death or  Disability  and  other  than a
termination that is (or is deemed to have been) for Cause) on or after the later
of (i) the date the Participant attains age 65 and (ii) the date the Participant
has completed five years of service with the Company.

         (u)      "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended.

         (v)      "SAR" shall mean a stock  appreciation  right granted pursuant
to Section 7 hereof.

         (w)      "Stock  Bonus" shall mean a grant of a bonus payable in shares
of Company Stock pursuant to Section 9 hereof.

         (x)      "Vesting Date" shall mean the date and/or dates established by
the Committee on which an Incentive Award may vest.

3.       STOCK SUBJECT TO THE PLAN.

         (a)      Plan Awards.

                  Under the Plan,  the  Committee  may, in its sole and absolute
discretion,  grant any or all of the  following  types of Incentive  Awards to a
Participant: an Option, a SAR, a Restricted Stock, or Stock Bonus Award.

         (b)      Individual Awards.

                  Incentive  Awards  granted  under  the  Plan  may be  made  up
entirely of one type of Incentive Award or any combination of types of Incentive
Awards available under the Plan, in the Committee's sole discretion.

         (c)      Aggregate Plan Share Reserve.

                  The total  number of shares of  Company  Stock  available  for
grants of  Incentive  Awards  under the Plan shall be 592,856  (as  adjusted  to
reflect the  acquisition of Access One by the Company)  subject to adjustment in
accordance  with Section 11 of the Plan.  These shares may be either  authorized
but unissued,  newly issued shares, or reacquired shares of Company Stock. If an
Incentive  Award or portion  thereof  shall expire or  terminate  for any reason
without having been exercised in full,  the  unexercised  shares covered by such
Incentive  Award shall be available for future grants of Incentive  Awards under
the Plan.

4.       ADMINISTRATION OF THE PLAN.

         The Plan shall be  administered  by the Committee.  The Committee shall
from time to time  designate  the  employees,  officers,  directors  and outside
directors of the Company or any  subsidiary of the Company or consultants to the
Company or any subsidiary of the Company who shall be granted  Incentive  Awards
and the amount and type of such Incentive Awards.

         The  Committee   shall  have  the  full  authority  and  discretion  to
administer the Plan, including authority to interpret and construe any provision
of the Plan and the terms of any  Incentive  Award  issued  under the Plan.  The
Committee may also adopt any rules and regulations for administering the Plan as
it may deem necessary or appropriate.  Decisions of the Committee shall be final
and binding on all parties.

         The Committee may, in its absolute discretion, without amendment to the
Plan,  (i) accelerate the date on which any Option or SAR granted under the Plan
becomes  exercisable or otherwise  adjust any of the terms of such Option or SAR
(except that no such  adjustment  shall,  without the consent of a  Participant,
reduce the  Participant's  rights under any previously  granted and  outstanding
Incentive Award), (ii) accelerate the Vesting Date or Issue Date of any share of
Restricted  Stock  issued  under  the  Plan,  or  waive  any  condition  imposed
thereunder,  and (iii)  otherwise  adjust or waive any condition  imposed on any
Incentive Award made hereunder.

         In addition,  the Committee may, in its absolute discretion and without
amendment to the Plan, grant Incentive Awards of any type to Participants on the
condition  that such  Participants  surrender to the Committee for  cancellation
such other Incentive  Awards of the same or any other type  (including,  without
limitation,  Incentive  Awards  with  higher  exercise  prices or values) as the
Committee specifies. Notwithstanding Section 3(c) herein, prior to the surrender
of such  other  Incentive  Awards,  Incentive  Awards  granted  pursuant  to the
preceding sentence of this Section 4 shall not count against the limit set forth
in such Section 3(c).



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<PAGE>

         Whether an  authorized  leave of  absence,  or absence in  military  or
government  service,   shall  constitute  termination  of  employment  shall  be
determined by the Committee, subject to applicable laws.

         No member of the Committee shall be liable for any action,  omission or
determination  relating to the Plan, and the Company (and any affiliate that may
adopt the Plan),  jointly and severally,  shall indemnify and hold harmless each
member of the Committee  and each other  director or employee of the Company (or
affiliate)  to  whom  any  duty  or  power  relating  to the  administration  or
interpretation  of the Plan  has  been  delegated  against  any cost or  expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination unless such action, omission or determination was taken or made by
such  member,  director or employee in bad faith and without  reasonable  belief
that it was in the best interests of the Company and its affiliates, as the case
may be.

5.       ELIGIBILITY.

         The Persons who shall be eligible to receive  Incentive Awards pursuant
to the Plan shall be those employees,  officers, directors and outside directors
of the  Company  or  consultants  to the  Company  who are  responsible  for the
management,  growth,  and  protection of the business of the Company;  provided,
however,  that only  employees  of the  Company  shall be  eligible  to  receive
Incentive Awards consisting of Incentive Stock Options.

6.       STOCK OPTION AWARDS.

         The  Committee  may grant  Options  pursuant to the Plan.  Such Options
shall be evidenced by agreements  in such form as the Committee  shall from time
to time approve. Options shall comply with and be subject to the following terms
and conditions:

         (a)      Identification of Options.

                  All Options granted under the Plan shall be clearly identified
in the agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options or a combination of both.

         (b)      Exercise Price.

                  The exercise price of any  Non-Qualified  Stock Option granted
under the Plan shall be such price as the Committee shall  determine,  which may
be equal to or less than the Fair  Market  Value of a share of Company  Stock on
the date such Non-Qualified Stock Option is granted;  provided,  that such price
may not be less than the minimum  price  required by law. The exercise  price of
any Incentive Stock Option granted under the Plan shall be not less than 100% of
the Fair  Market  Value of a share of  Company  Stock on the date on which  such
Incentive Stock Option is granted.

         (c)      Term and Exercise of Options.

                  (i)      Each  Option  shall be  exercisable  on such  date or
dates,  during such  period,  and for such number of shares of Company  Stock as
shall be  determined by the Committee on the day on which such Option is granted
and set forth in the Option  agreement  with respect to such  Option;  provided,
however that no Option shall be  exercisable  after the  expiration of ten years
from the date such Option was granted; and, provided,  further, that each Option
shall be subject to earlier termination,  expiration or cancellation as provided
in the Plan.

                  (ii)     Each Option shall be exercisable in whole or in part.
The partial exercise of an Option shall not cause the expiration, termination or
cancellation of the remaining  portion thereof.  Upon the partial exercise of an
Option, the agreement evidencing such Option,  marked with such notations as the
Committee  may deem  appropriate  to evidence  such partial  exercise,  shall be
returned to the Participant exercising such Option together with the delivery of
the certificates described in Section 6(e) hereof.

                  (iii)    An Option shall be exercised by  delivering a written
notice to the Company's principal office to the attention of its Secretary. Such
notice shall specify the number of shares of Company Stock with respect to which
the Option is being exercised, shall be signed by the Participant,  and shall be
accompanied by the agreement (or  agreements)  evidencing the Option and payment
in full of the applicable  exercise price for shares of Company Stock  purchased
in any combination of the forms specified below:

                           (A)      in cash, by certified check,  bank cashier's
check, or wire transfer,



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                           (B)      subject to the approval of the Committee, in
shares of Company Stock owned by the Participant and valued at their Fair Market
Value on the date of such exercise,

                           (C)      subject to the  approval  of the  Committee,
pursuant  to a  "cashless  exercise"  pursuant  to  procedures  adopted  by  the
Committee whereby the Participant,  by a properly written notice, directs (a) an
immediate  market sale or margin loan  respecting all or a part of the shares of
Company Stock to which the Participant is entitled upon exercise  pursuant to an
extension of credit by the Company to the Participant of the exercise price, (b)
the delivery of the shares of the Company Stock from the Company directly to the
brokerage  firm,  and (c) the  delivery of the  exercise  price from the sale or
margin loan proceeds from the brokerage firm directly to the Company, or

                           (D)      such  other  methods  as the  Committee  may
approve, from time to time.

Any  payments in shares of Company  Stock  shall be effected by the  delivery of
such  shares  to the  Secretary  of the  Company,  duly  endorsed  in  blank  or
accompanied  by stock  powers duly  executed in blank,  together  with any other
documents  and evidences as the Secretary of the Company shall require from time
to time

         (d)      Nonassignability.

                  During the lifetime of a  Participant,  each Option granted to
him or her  shall  be  exercisable  only  by him or  her.  No  Option  shall  be
assignable or transferable  otherwise than by will or by the laws of descent and
distribution.

         (e)      Issuance of Certificates.

                  Certificates  for shares of Company Stock  purchased  upon the
exercise of an Option shall be issued in the name of the  Participant  or his or
her beneficiary,  as the case may be, and delivered to the Participant or his or
her beneficiary,  as the case may be, as soon as practicable  following the date
on which the Option is exercised.

         (f)      Limitations on Grant of Incentive Stock Options.

                  (i)      The aggregate  Fair Market Value of shares of Company
Stock with  respect to which  Incentive  Stock  Options  granted  hereunder  are
exercisable  for the first time by a Participant  during any calendar year under
the Plan and any other stock  option  plan of the  Company  (or any  "subsidiary
corporation" of the Company within the meaning of Section 424 of the Code) shall
not exceed  $100,000.  Such Fair Market Value shall be determined as of the date
on which each such  Incentive  Stock  Option is  granted.  In the event that the
aggregate  Fair  Market  Value of shares of Company  Stock with  respect to such
Incentive Stock Options exceeds  $100,000,  then Incentive Stock Options granted
hereunder  to such  Participant  shall,  to the extent and in the order in which
they were granted,  automatically be deemed to be  Non-Qualified  Stock Options,
but all other terms and provisions of such Incentive  Stock Options shall remain
unchanged.

                  (ii)     No  Incentive  Stock  Option  may  be  granted  to an
individual if, at the time of the proposed  grant,  such  individual  owns stock
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the Company or any of its "subsidiary corporations" (within the meaning
of Section 424 of the Code),  unless (I) the  exercise  price of such  Incentive
Stock  Option is at least  110% of the Fair  Market  Value of a share of Company
Stock at the time such Incentive Stock Option is granted and (II) such Incentive
Stock Option is not exercisable after the expiration of five years from the date
such Incentive Stock Option is granted.

                  (iii)    No  Incentive  Stock  Option  may  be  granted  to an
individual  if, at the time of the proposed  grant,  such  individual  is not an
employee of the Company.

         (g)      Effect of Termination of Employment.

                  (i)      In the event the employment of a Participant with the
Company shall terminate (as determined by the Committee in its sole  discretion)
for any reason other than Retirement,  Disability,  death or for Cause,  Options
granted to such Participant, to the extent that they were not exercisable at the
time of such  termination,  shall expire at the close of business on the date of
such termination;  provided,  however, that no Option shall be exercisable after
the expiration of its term.

                  (ii)     In the event  that the  employment  of a  Participant
with the Company  shall  terminate on account of the  Retirement,  Disability or
death of the Participant, (A) Options granted to such Participant, to the extent
that  they  were  exercisable  at the  time of such  termination,  shall  remain
exercisable  until the expiration of their term and (B) Options

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granted to such Participant, to the extent that they were not exercisable at the
time of such  termination,  shall expire at the close of business on the date of
such  termination.  The effect of exercising any Incentive Stock Option on a day
that is more than 3 months after the date of such  termination  (or, in the case
of a termination of employment on account of  Disability,  on a day that is more
than  one  year  after  the  date of such  termination)  will be to  cause  such
Incentive Stock Option to be treated as a Non-Qualified Stock Option.

                  (iii)    In the event of the  termination  of a  Participant's
employment for Cause, all outstanding  Options granted to such Participant shall
automatically  expire at the  commencement  of  business  as of the date of such
termination.

7.       SARs.

         The Committee may grant SARs pursuant to the Plan,  which SARs shall be
evidenced by agreements  in such form as the  Committee  shall from time to time
approve.  SARs  shall  comply  with and be subject  to the  following  terms and
conditions:

         (a)      Exercise Price.

                  The exercise  price of any SAR granted under the Plan shall be
determined by the  Committee in its  discretion at the time of the grant of such
SAR.

         (b)      Benefit Upon Exercise.

                  (i)      The  exercise of a SAR with  respect to any number of
shares of Company Stock shall entitle a Participant to a cash payment,  for each
such  share,  equal to the  excess  of (A) the Fair  Market  Value of a share of
Company  Stock  on the  exercise  date  over (B) the  exercise  price of the SAR
(subject to applicable withholding payment requirements).

                  (ii)     All payments under this Section 7(b) shall be made as
soon as  practicable,  but in no event later than five business days,  after the
date of the exercise.

         (c)      Term and Exercise of SARs.

                  (i)      Each SAR shall be  exercisable on such date or dates,
during such period,  and for such number of shares of Company  Stock as shall be
determined by the  Committee and set forth in the SAR agreement  with respect to
such  SAR;  provided,  however,  that no SAR  shall  be  exercisable  after  the
expiration  of ten  years  from the date  such SAR was  granted;  and  provided,
further,  however,  that  each SAR  shall be  subject  to  earlier  termination,
expiration or cancellation as provided in the Plan.

                  (ii)     Each SAR may be  exercised  in whole or in part.  The
partial  exercise  of a SAR  shall  not cause  the  expiration,  termination  or
cancellation of the remaining  portion  thereof.  Upon the partial exercise of a
SAR,  the  agreement  evidencing  such SAR,  marked with such  notations  as the
Committee  may deem  appropriate  to evidence  such partial  exercise,  shall be
returned  to the  Participant  exercising  such SAR  together  with the  payment
described in Section 7 hereof.

                  (iii)    A SAR shall be exercised by delivering written notice
to the  Company's  principal  office,  to the attention of its  Secretary.  Such
notice  shall  be  accompanied  by  the  applicable  agreement  (or  agreements)
evidencing  the SAR,  shall  specify the number of shares of Company  Stock with
respect  to which  the SAR is  being  exercised,  and  shall  be  signed  by the
Participant.  The date upon which such written notice is received by the Company
shall be the exercise date for the SAR.

                  (iv)     During  the  lifetime  of  a  Participant,  each  SAR
granted to him or her shall be  exercisable  only by him or her. No SAR shall be
assignable or transferable  otherwise than by will or by the laws of descent and
distribution.

         (d)      Termination of Employment.
                  -------------------------

                  (i)      In the event  that the  employment  of a  Participant
with the Company  shall  terminate  (as  determined by the Committee in its sole
discretion)  for any reason  other  than  Retirement,  Disability,  death or for
Cause,  (A) SARs  granted  to such  Participant,  to the  extent  that they were
exercisable at the time of such termination,  shall remain exercisable until the
30th day after such  termination,  on which date they shall  expire and (B) SARs
granted to such Participant, to the extent that they were not exercisable at the
time of such  termination,  shall expire at the close of business on the date of
such termination;  provided, however, that no SAR shall be exercisable after the
expiration of its term.

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                  (ii)     In the event  that the  employment  of a  Participant
with the Company  shall  terminate on account of the  Retirement,  Disability or
death of the Participant,  (A) SARs granted to such  Participant,  to the extent
that  they  were  exercisable  at the  time of such  termination,  shall  remain
exercisable  until the  expiration  of their  term and (B) SARs  granted to such
Participant,  to the extent that they were not  exercisable  at the time of such
termination,  shall  expire  at the  close  of  business  on the  date  of  such
termination.

                  (iii)    In the event of the termination of the  Participant's
employment for Cause,  all outstanding  SARs granted to such  Participant  shall
automatically  expire at the  commencement  of  business  as of the date of such
termination.

         (e)      Tandem SARs.

                  SARs  may  be  granted  in  tandem  with   Options  (or  on  a
stand-alone  basis).  To the extent SARs are granted in tandem with  Options and
SARs are exercised,  the related Options shall be cancelled.  Similarly,  if the
Options are exercised, the related SARs shall be cancelled.

8.       RESTRICTED STOCK.

         The  Committee  may grant shares of  Restricted  Stock  pursuant to the
Plan.  Each  grant of  shares  of  Restricted  Stock  shall be  evidenced  by an
agreement in such form as the Committee  shall from time to time  approve.  Each
grant of shares of  Restricted  Stock  shall  comply  with and be subject to the
following terms and conditions:

         (a)      Issue Date and Vesting Date.

                  At the time of the grant of shares of  Restricted  Stock,  the
Committee  shall  establish  an Issue Date or Issue Dates and a Vesting  Date or
Vesting Dates with respect to such shares.  The Committee may divide such shares
into  classes and assign a different  Issue Date  and/or  Vesting  Date for each
class.  Except as provided in Sections 8(c) and 8(f) hereof, upon the occurrence
of the Issue  Date  with  respect  to a share of  Restricted  Stock,  a share of
Restricted  Stock shall be issued in accordance  with the  provisions of Section
8(d)  hereof.  Provided  that  all  conditions  to the  vesting  of a  share  of
Restricted  Stock  imposed  pursuant to Section 8(b) hereof are  satisfied,  and
except as provided in Sections 8(c) and 8(f) hereof,  upon the occurrence of the
Vesting Date with respect to a share of Restricted  Stock, such share shall vest
and the restrictions of Section 8(c) hereof shall cease to apply to such share.

         (b)      Conditions to Vesting.

                  At the time of the grant of shares of  Restricted  Stock,  the
Committee may impose such restrictions or conditions,  not inconsistent with the
provisions  hereof,  to the  vesting  of  such  shares  as it,  in its  absolute
discretion,  deems appropriate.  By way of example and not by way of limitation,
the  Committee  may  require,  as a  condition  to the  vesting of any shares of
Restricted  Stock,  that the Participant or the Company achieve such performance
criteria as the Committee may specify at the time of the grant of such shares.

         (c)      Restrictions on Transfer Prior to Vesting.

                  Prior  to the  vesting  of a share  of  Restricted  Stock,  no
transfer  of  a  Participant's  rights  to  such  share,  whether  voluntary  or
involuntary,  by operation of law or otherwise,  shall vest the transferee  with
any interest,  or right in, or with respect to, such share, but immediately upon
any attempt to transfer  such  rights,  such share,  and all the rights  related
thereto,  shall be forfeited by the  Participant and the transfer shall be of no
force or effect.

         (d)      Issuance of Certificates.

                  (i)      Except as provided in Sections  8(c) or 8(f)  hereof,
reasonably  promptly  after the Issue Date with respect to shares of  Restricted
Stock, the Company shall cause to be issued a stock  certificate,  registered in
the name of the  Participant to whom such shares were granted,  evidencing  such
shares,  provided,  that the  Company  shall not cause to be issued  such  stock
certificate  unless it has  received a stock  power duly  endorsed in blank with
respect to such shares.  Each such stock  certificate  shall bear the  following
legend:

         THE  TRANSFERABILITY  OF THIS  CERTIFICATE  AND  THE  SHARES  OF  STOCK
         REPRESENTED  HEREBY  ARE  SUBJECT  TO  THE  RESTRICTIONS,   TERMS,  AND
         CONDITIONS  (INCLUDING  FORFEITURE  PROVISIONS AND RESTRICTIONS AGAINST
         TRANSFER)  CONTAINED IN THE RESTATED  ACCESS ONE  COMMUNICATIONS  CORP.
         1997 STOCK  OPTION PLAN AND  INCENTIVE  AWARD  AGREEMENT  ENTERED  INTO


                                      II-7
<PAGE>

         BETWEEN   THE   REGISTERED   OWNER  OF  SUCH   SHARES  AND  ACCESS  ONE
         COMMUNICATIONS  CORP.  (FORMERLY CLEC HOLDING CORP.) A COPY OF THE PLAN
         AND  AGREEMENT  IS ON FILE IN THE OFFICE OF THE  SECRETARY  OF TALK.COM
         INC., 6805 ROUTE 202, NEW HOPE, PENNSYLVANIA 18938.

Such legend shall not be removed  from the  certificate  evidencing  such shares
until such shares vest pursuant to the terms hereof.

                  (ii)     Each  certificate  issued pursuant to Section 8(d)(i)
hereof,  together  with the stock  powers  relating to the shares of  Restricted
Stock  evidenced by such  certificate,  shall be deposited by the Company with a
custodian  designated by the Company.  The Company shall cause such custodian to
issue to the Participant a receipt  evidencing the certificates held by it which
are registered in the name of the Participant.

         (e)      Consequences Upon Vesting.

                  Upon the vesting of a share of  Restricted  Stock  pursuant to
the terms hereof,  the  restrictions of Section 8(c) hereof shall cease to apply
to such  share.  Reasonably  promptly  after a share of  Restricted  Stock vests
pursuant to the terms hereof, the Company shall cause to be issued and delivered
to the  Participant to whom such shares were granted,  a certificate  evidencing
such share,  free of the legend set forth in Section  8(d)(i)  hereof,  together
with any other  property of the  Participant  held by the custodian  pursuant to
Section 8(d)(ii) hereof.

         (f)      Effect of Termination of Employment.

                  (i)      In the event  that the  employment  of a  Participant
with the Company  shall  terminate  for any reason other than Cause prior to the
vesting of shares of  Restricted  Stock  granted to such  Participant,  shall be
forfeited on the date of such termination,  provided however, that the Committee
may, in its sole and absolute  discretion,  vest the  Participant  in all or any
portion  of shares of  Restricted  Stock  which  would  otherwise  be  forfeited
pursuant to the provisions of this Section.

                  (ii)     In the event of the  termination  of a  Participant's
employment for Cause, all shares of Restricted Stock granted to such Participant
which have not vested as of the date of such  termination  shall  immediately be
forfeited.

9.       STOCK BONUSES.

         The  Committee  may grant  Stock  Bonuses  in such  amounts as it shall
determine  from  time to time.  A Stock  Bonus  shall  be paid at such  time and
subject to such  conditions as the Committee  shall determine at the time of the
grant of such Stock Bonus. Certificates for shares of Company Stock granted as a
Stock  Bonus shall be issued in the name of the  Participant  to whom such grant
was made and delivered to such Participant as soon as practicable after the date
on which such Stock Bonus is required to be paid.

10.      CHANGE OF CONTROL.

         Subject  to Section  11(e),  in the event of a Change of  Control,  the
Company shall give each option holder at least fifteen (15) days notice prior to
the consummation of a Change of Control.  In such event, the vesting schedule of
all options  granted by the Company,  shall  accelerate  and all of such options
shall become vested and exercisable in full at the end of one year from the date
of such Change of Control,  provided the option holder  remains in the employ of
the  Company  for  such  one year  period.  In the  event  the  option  holder's
employment is terminated voluntarily prior to full vesting, all such unexercised
and unvested options shall be terminated and otherwise  cancelled.  Further,  in
the  event  of a Change  of  Control  and such  option  holder's  employment  is
terminated by the Company  without Cause,  or his/her job  responsibilities  are
materially  changed without his/her consent,  all options granted by the Company
shall  become  immediately  vested and must be  exercised,  if at all,  within 3
months of such termination or change of responsibilities.


                                      II-8
<PAGE>
11.      ADJUSTMENT UPON CHANGES IN COMPANY STOCK.

         (a)      Shares Available for Grants.

                  In the event of any  change in the number of shares of Company
Stock outstanding by reason of any stock dividend or split, reverse stock split,
recapitalization,  merger,  consolidation,  combination or exchange of shares or
similar  corporate  change,  the maximum  number of shares of Company Stock with
respect to which the Committee  may grant  Options,  SARs,  shares of Restricted
Stock, and Stock Bonuses under Section 3 hereof shall be appropriately  adjusted
by the Committee.  In the event of any change in the number of shares of Company
Stock  outstanding  by reason of any other event or  transaction,  the Committee
may,  but need not,  make such  adjustments  in the  number of shares of Company
Stock with respect to which Options, SARs, shares of Restricted Stock, and Stock
Bonuses  may be  granted  under  Section  3  hereof  as the  Committee  may deem
appropriate.

         (b)      Outstanding Restricted Stock.

                  Unless the  Committee  in its  absolute  discretion  otherwise
determines,  any securities or other property (including dividends paid in cash)
received by a Participant with respect to a share of Restricted Stock, the Issue
Date with respect to which occurs prior to such event,  but which has not vested
as of the date of such event, as a result of any dividend,  stock split, reverse
stock split, recapitalization,  merger, consolidation,  combination, exchange of
shares  or  similar  corporate  exchange  will  not  vest  until  such  share of
Restricted  Stock  vests  and shall be  promptly  deposited  with the  custodian
designated pursuant to Section 8(d)(ii) hereof.

                  The  Committee  may, in its  absolute  discretion,  adjust any
grant of shares of  Restricted  Stock,  the Issue Date with respect to which has
not occurred as of the date of the occurrence of any of the following events, to
reflect any  dividend,  stock  split,  reverse  stock  split,  recapitalization,
merger,  consolidation,  combination,  exchange  of shares or similar  corporate
change as the  Committee  may deem  appropriate  to prevent the  enlargement  or
dilution of rights of Participants under the grant.

         (c)      Outstanding Options and SARs - Increase
                  or Decrease in Issued Shares Without Consideration.

                  Subject  to any  required  action by the  shareholders  of the
Company, in the event of any increase or decrease in the number of issued shares
of Company Stock  resulting  from a subdivision  or  consolidation  of shares of
Company Stock or the payment of a stock dividend on the shares of Company Stock,
or any other increase or decrease in the number of such shares effected  without
receipt of consideration by the Company, the Company shall proportionally adjust
the number of shares of Company  Stock  subject to each  outstanding  Option and
SAR, and the exercise  price per share of Company  Stock of each such Option and
SAR.

         (d)      Outstanding Options and SARs - Certain Mergers.

                  Subject  to any  required  action by the  shareholders  of the
Company, in the event that the Company shall be the surviving corporation in any
merger or  consolidation  (except a merger or consolidation as a result of which
the  holders  of  shares  of  Company  Stock   receive   securities  of  another
corporation),  each  Option and SAR  outstanding  on the date of such  merger or
consolidation shall pertain to and apply to the securities which a holder of the
number of shares of  Company  Stock  subject  to such  Option or SAR would  have
received in such merger or consolidation.

         (e)      Outstanding Options, SARs - Certain Other Transactions.

                  In the event of a dissolution or liquidation of the Company; a
sale of  substantially  all of the Company's  assets,  a merger or consolidation
involving the Company in which the Company is not the surviving corporation;  or
a merger or  consolidation  involving  the  Company in which the  Company is the
surviving  corporation  but the  holders  of shares  of  Company  Stock  receive
securities of another  corporation  and/or other  property,  including cash, the
Committee shall, in its absolute discretion, have the power to:

                  (i)      cancel, effective immediately prior to the occurrence
of such event,  each Option and SAR outstanding  immediately prior to such event
(whether  or  not  then  exercisable),   and,  in  full  consideration  of  such
cancellation,  pay to the  Participant to whom such Option or SAR was granted an
amount in cash,  for each share of Company  Stock subject to such Option or SAR,
respectively,  equal  to the  excess  of (A) the  value,  as  determined  by the
Committee in its absolute discretion,  of the property (including cash) received
by the holder of a share of Company Stock as a result of such event over (B) the
exercise price of such Option or SAR (subject to applicable  withholding payment
requirements); or

                                      II-9
<PAGE>

                  (ii)     provide  for  the  exchange  of each  Option  and SAR
outstanding  immediately  prior to such event (whether or not then  exercisable)
for an option on or stock  appreciation  right with respect to, as  appropriate,
some or all of the  property  for which  such  Option or SAR is  exchanged  and,
incident thereto, make an equitable adjustment as determined by the Committee in
its  absolute   discretion  in  the  exercise  price  of  the  option  or  stock
appreciation  right,  or, if  appropriate,  provide  for a cash  payment  to the
Participant to whom such Option or SAR was granted in partial  consideration for
the exchange of the Option or SAR.

         (f)      Outstanding Options and SARs - Other Changes.

                  In the  event  of any  change  in  the  capitalization  of the
Company or a  corporate  change  other than those  specifically  referred  to in
Section 11(c),(d) or (e) hereof,  the Committee may in its absolute  discretion,
make such  adjustments  in the  number  of shares  subject  to  Options  or SARs
outstanding  on the  date on  which  such  change  occurs  and in the per  share
exercise  price  of each  such  Option  and SAR as the  Committee  may  consider
appropriate to prevent dilution or enlargement or rights.

         (g)      No Other Rights.

                  Except as expressly provided in the Plan, no Participant shall
have any rights by reason of any subdivision or  consolidation of Company Stock,
the payment of any dividend, any increase or decrease in the number of shares of
Company Stock or any  dissolution,  liquidation,  merger or consolidation of the
Company or any other  corporation.  Except as expressly provided in the Plan, no
issuance by the Company of Company Stock, or securities  convertible into shares
of Company  Stock,  shall affect,  and no adjustment by reason  thereof shall be
made with  respect  to,  the  number of shares of  Company  Stock  subject to an
Incentive Award or the exercise price of any Option or SAR.

12.      RIGHTS AS A STOCKHOLDER.

         (a)      No Rights as a Stockholder.

                  No Person shall have any rights as a stockholder  with respect
to any shares of Company  Stock  covered by or relating to any  Incentive  Award
granted  pursuant  to the Plan  until the date the person  becomes  the owner of
record with respect to such shares.  Except as otherwise  expressly  provided in
Section  11 hereof,  no  adjustment  to any  Incentive  Award  shall be made for
dividends  or other  rights for which the record date  occurs  prior to the date
such stock certificate is issued.

         (b)      Accrual of Dividends.

                  Whenever  Restricted  Shares  are  paid  to a  Participant  or
beneficiary  under the Plan,  such  Participant  or  beneficiary  shall  also be
entitled to receive, with respect to each Restricted Share paid, an amount equal
to any cash dividends,  and number of shares of Company Stock equal to any stock
dividends,  declared and paid with respect to a share of Company  Stock  between
the date the  relevant  Restricted  Share  award  was  granted  and the date the
Restricted  Shares are being  distributed.  At the  discretion of the Committee,
interest may be paid on the amount of cash  dividends  withheld,  including cash
dividends on stock dividends,  at a rate and subject to such terms as determined
by the Committee.

13.      NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHTS TO INCENTIVE AWARD.

         (a)      No Special Employment Rights.

                  Nothing  contained  in the Plan or any  Incentive  Award shall
confer upon any Participant any right with respect to the continuation of his or
her  employment by or service with the Company or any  subsidiary of the Company
or interfere  in any way with the right of the Company,  subject to the terms of
any separate employment or consulting agreement to the contrary,  at any time to
terminate such employment or service or to increase or decrease the compensation
of the  Participant  from the rate in  existence  at the time of the grant of an
Incentive Award.

         (b)      No Rights to Incentive Awards.

                  No  Person  shall  have  any  claim or  right  to  receive  an
Incentive Award hereunder.  The Committee's  granting of an Incentive Award to a
Participant  at any  time  shall  neither  require  the  Committee  to  grant an
Incentive Award to such Participant or any other  Participant or other Person at
any time nor  preclude  the  Committee  from  making  subsequent  grants to such
Participant or any other Participant or other Person.



                                     II-10
<PAGE>
14.      SECURITIES MATTERS.

         (a)      The  Company  shall be  under  no  obligation  to  effect  the
registration  pursuant to the Securities Act of any interests in the Plan or any
shares of Company Stock to be issued  hereunder or to effect similar  compliance
under any state  laws.  Notwithstanding  anything  herein to the  contrary,  the
Company  shall  not  be  obligated  to  cause  to be  issued  or  delivered  any
certificates  evidencing shares of Company Stock pursuant to the Plan unless and
until the Company is advised by its counsel  that the  issuance  and delivery of
such  certificates  is in compliance  with all applicable  laws,  regulations of
governmental authority,  and the requirements of NASDAQ and any other securities
exchange on which shares of Company Stock are traded. The Committee may require,
as a condition of the issuance and delivery of certificates evidencing shares of
Company Stock  pursuant to the terms  hereof,  that the recipient of such shares
make such covenants, agreements, and representations, and that such certificates
bear such legends, as the Committee, in its sole discretion,  deems necessary or
desirable.

         (b)      The  exercise  of  any  Option  granted   hereunder  shall  be
effective only at such time as counsel to the Company shall have determined that
the issuance and delivery of shares of Company  Stock  pursuant to such exercise
is  in  compliance  with  all  applicable  laws,   regulations  of  governmental
authority,  and the requirements of NASDAQ and any other securities  exchange on
which  shares of  Company  Stock are  traded.  The  Committee  may,  in its sole
discretion,  defer  the  effectiveness  of any  exercise  of an  Option  granted
hereunder  in order to allow the  issuance of shares of Company  Stock  pursuant
thereto to be made pursuant to registration or an exemption from registration or
other methods for compliance  available under federal or state  securities laws.
The Committee  shall inform the  Participant in writing of its decision to defer
the  effectiveness  of the exercise of an Option granted  hereunder.  During the
period that the  effectiveness  of the exercise of an Option has been  deferred,
the  Participant  may, by written  notice,  withdraw  such exercise and obtain a
refund of any amount paid with respect thereto.

         (c)      All  Company  Stock  issued  pursuant to the terms of the Plan
shall  constitute  "restricted  securities," as that term is defined in Rule 144
promulgated pursuant to the Securities Act, and may not be transferred except in
compliance  with  the  registration  requirements  of the  Securities  Act or an
exemption therefrom.

         (d)      Certificates  for shares of Company  Stock,  when issued,  may
have  substantially  the following  legend,  or  statements of other  applicable
restrictions, endorsed thereon, and may not be immediately transferable:

         THE  SHARES  OF STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE
         SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
         TRANSFERRED OR OTHERWISE  DISPOSED OF UNTIL THE HOLDER HEREOF  PROVIDES
         EVIDENCE  SATISFACTORY  TO THE ISSUER (WHICH,  IN THE DISCRETION OF THE
         ISSUER,  MAY INCLUDE AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER)
         THAT SUCH OFFER, SALE,  PLEDGE,  TRANSFER OR OTHER DISPOSITION WILL NOT
         VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

This legend shall not be required for shares of Company Stock issued pursuant to
an effective  registration  statement under the Securities Act and in accordance
with applicable state securities laws.

15.      WITHHOLDING TAXES.

         (a)      Cash Remittance.

                  Whenever  shares of  Company  Stock are to be issued  upon the
exercise of an Option,  the  occurrence  of the Issue Date or Vesting  Date with
respect to a share of  Restricted  Stock or the  payment of a Stock  Bonus,  the
Company shall have the right to require the  Participant to remit to the Company
in cash an amount  sufficient to satisfy federal,  state, and local  withholding
tax requirements,  if any, attributable to such exercise,  occurrence or payment
prior to the delivery of any  certificate or  certificates  for such shares.  In
addition,  upon the  exercise  of an SAR,  the  Company  shall have the right to
withhold from any cash payment  required to be made  pursuant  thereto an amount
sufficient to satisfy the federal, state and local withholding tax requirements,
if any, attributable to such exercise or grant.

         (b)      Stock Remittance.

                  Subject  to  Section  15(c)  hereof,  at the  election  of the
Participant,  subject to the approval of the  Committee,  when shares of Company
Stock are to be issued upon the  exercise of an Option,  the  occurrence  of the
Issue Date or the Vesting Date with respect to a share of Restricted  Stock,  or
the grant of a Stock Bonus, in lieu of the remittance  required by Section 15(a)
hereof,  the Participant may tender to the Company a number of shares of Company
Stock  determined  by such  Participant,  the Fair Market  Value of which at the
tender date the  Committee  determines  to be  sufficient to satisfy the minimum
federal,  state and local withholding tax requirements,  if any, attributable to
such  exercise,  occurrence  or grant  and not  greater  than the  Participant's
estimated total federal,  state and local tax  obligations  associated with such
exercise, occurrence or grant.

                                     II-11
<PAGE>

         (c)      Stock Withholding.

                  The Company shall have the right, when shares of Company Stock
are to be issued upon the  exercise of an Option,  the  occurrence  of the Issue
Date or the  Vesting  Date with  respect to a share of  Restricted  Stock or the
grant of a Stock Bonus, in lieu of requiring the remittance  required by Section
15(a)  hereof,  to withhold a number of such  shares,  the Fair Market  Value of
which at the exercise date the Committee  determines to be sufficient to satisfy
the federal, state and local withholding tax requirements,  if any, attributable
to such exercise,  occurrence or grant and is not greater than the Participant's
estimated total, federal,  state and local tax obligations  associated with such
exercise, occurrence or grant.

16.      AMENDMENT OR TERMINATION OF THE PLAN.

         The Board may at any time,  or from time to time,  suspend or terminate
the Plan in whole or in part, or amend it in such respects as the Board may deem
appropriate. No amendment,  suspension or termination of the Plan shall, without
the  Participant's  consent,  alter or impair any of the  rights or  obligations
under any Option theretofore granted to a  Participant under the Plan. The Board
may amend the Plan, subject to the limitations cited above, in such manner as it
deems  necessary  to  permit  the  granting  of  Incentive  Awards  meeting  the
requirements of future amendments or issued regulations,  if any, to the Code or
to the Exchange Act.

17.      NO OBLIGATION TO EXERCISE.

         The  grant to a  Participant  of an  Option  or a SAR  shall  impose no
obligation upon such Participant to exercise such Option or SAR.

18.      TRANSFERS UPON DEATH.

         Upon the death of a Participant,  outstanding  Incentive Awards granted
to such Participant may be exercised only by the executors or  administrators of
the  Participant's  estate or by any Person or Persons  who shall have  acquired
such right to exercise by will or by the laws of descent  and  distribution.  No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise  any  Incentive  Award,  shall be effective to bind the
Company  unless the Committee  shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such  evidence as the  Committee  may
deem necessary to establish the validity of the transfer and (b) an agreement by
the  transferee  to comply with all the terms and  conditions  of the  Incentive
Award that are or would have been  applicable to the Participant and to be bound
by the  acknowledgments  made by the Participant in connection with the grant of
the Incentive  Award.  Except as provided in this Section 18, no Incentive Award
shall be transferable, and shall be exercisable only by a Participant during the
Participant's lifetime.

19.      EXPENSES AND RECEIPTS.

         The  expenses of the Plan shall be paid by the  Company.  Any  proceeds
received by the Company in connection  with any Incentive Award will be used for
general purposes.

20.      FAILURE TO COMPLY.

         In addition  to the  remedies of the  Company  elsewhere  provided  for
herein,  a failure by a Participant  (or  beneficiary) to comply with any of the
terms and conditions of the Plan or the agreement  executed by such  Participant
(or beneficiary)  evidencing an Incentive Award, unless such failure is remedied
by such Participant (or beneficiary)  within ten days after having been notified
of such  failure by the  Committee,  shall be grounds for the  cancellation  and
forfeiture of such Incentive  Award,  in whole or in part, as the Committee,  in
its absolute discretion may determine.

21.      ADOPTION AND EFFECTIVE DATE OF PLAN.

         The Plan was  adopted  by  unanimous  written  consent  of the Board of
Directors of CLEC Holding Corp., in lieu of a meeting of the Board, effective as
of  September  15,  1997 and the Plan was  subsequently  ratified  and  approved
through



                                     II-12
<PAGE>

action  taken by the written  consent of a majority of the  shareholders  of the
Company  dated  effective as of September 15, 1997, in lieu of a meeting of such
shareholders, all as permitted under New Jersey law.

22.      TERM OF THE PLAN.

         The right to grant Incentive  Awards under the Plan will terminate upon
the expiration of ten years from the date the Plan was initially adopted.

23.      APPLICABLE LAW.

         Except to the extent  preempted by an applicable  federal law, the Plan
will be construed and  administered  in accordance with the laws of the State of
Delaware, without reference to the principles of conflicts of law.



                                     II-13