EXHIBIT 4.4

                                 TELIGENT, INC.
                            1997 STOCK INCENTIVE PLAN
                             AS AMENDED AND RESTATED

1.       Purpose.

                  The purpose of the Teligent,  Inc. 1997 Stock  Incentive  Plan
(the "Plan") is to align the interests of officers,  other employees,  directors
and consultants of Teligent,  Inc., a Delaware corporation  ("Teligent") and its
subsidiaries, now held or hereafter acquired (collectively, the "Company"), with
those of the stockholders of Teligent; to attract,  motivate and retain the best
available  executive  personnel  and key  employees of the Company by permitting
them to acquire an, or increase their, equity interest in Teligent; to reinforce
corporate,  organizational  and  business-development  goals;  and to reward the
performance  of  individual  officers and other  employees in  fulfilling  their
personal responsibilities for long-range achievements.

2.       Definitions:

         The following terms, as used herein, shall have the following meanings:

         a.       "Award" shall mean any Option (including  Conversion Options),
                  SAR or Restricted  Stock Award granted  pursuant,  or which is
                  otherwise subject, to the Plan.

         b.       "Award Agreement" shall mean any written  agreement,  contract
                  or  other  instrument  or  document  between  Teligent  and  a
                  Participant evidencing an Award.

         c.       "Beneficial  Owner"  shall have the  meaning set forth in Rule
                  13d-3 promulgated under the Exchange Act.

         d.       "Board" shall mean the Board of Directors of Teligent.

         e.       "Change  in  Control"  shall  have the  meaning  set  forth in
                  Section 8(f) hereof.

         f.       "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
                  amended from time to time.

         g.       "Committee"  shall mean the  Compensation  Committee  or other
                  committee of the Board which,  in accordance with Section 3 of
                  the Plan, may be authorized to grant Awards.

         h.       "Company"  shall  have the  meaning  set  forth in  Section  1
                  hereof.

         i.       "Conversion  Options" shall mean the Options which result from
                  the conversion,  in connection with the Initial  Offering,  of
                  the Company  Appreciation  Rights  granted  under that certain
                  employment  agreement,  dated as of September 1, 1996,  by and
                  between   Teligent,   L.L.C.   and  Alex  J.  Mandl,  and  the
                  Appreciation  Units  previously  granted  by  Teligent  L.L.C.
                  pursuant to its Long Term Incentive Compensation Plan.

         j.       "Effective  Date"  shall have the meaning set forth in Section
                  8(k) hereof.

         k.       "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended.

         l.       "Fair Market Value" per share of Stock as of a particular date
                  shall mean (i) the  average of the high and low sale price per
                  share of Stock  (A) on the  national  securities  exchange  on
                  which the Stock is  principally  traded for the last preceding
                  date on which there was a sale of such Stock on such  exchange
                  or  (B)  if  the  Stock  is  not  then  traded  on a  national
                  securities exchange, on the NNM for the last preceding date on
                  which a sale of the Stock was reported on the NNM, (ii) if the
                  Stock is not then traded on a national securities exchange and
                  sales of the Stock are not then  reported on the NNM,  but the
                  Stock is then quoted on an over-the-counter  market other than
                  the NNM,  the  average of the  closing per share bid and asked
                  prices for the Stock in such  over-the-counter  market for the
                  last  preceding  date on which such prices were quoted in such
                  market,  (iii) if the shares of Stock are not then traded on a
                  national securities exchange,  sales of the Stock are not then
                  reported  on the NNM and the  Stock is not then  quoted  on an
                  over-the-counter  market other than the NNM, such value as the
                  Board,   in   its   sole    discretion,    shall    determine.
                  Notwithstanding  the  foregoing,  with  respect  only  to  the
                  exercise price of Options awarded  effective as of the date on
                  which  consummation of the Initial  Offering takes place,  the
                  Fair  Market  Value of the Stock as of such date  shall be the
                  initial offering price of the Stock on such date.

         m.       "Incentive  Stock  Option" shall mean an Option that meets the
                  requirements  of  Section  422 of the Code,  or any  successor
                  provision,  and is  designated  by the  Board as an  Incentive
                  Stock Option.

         n.       "Initial  Offering"  shall mean the initial public offering by
                  Teligent  of shares  of Stock  which is made  pursuant  to the
                  terms of the Securities Act of 1933, as amended.

         o.       "NNM" shall mean the Nasdaq National Market.

         p.       "Nonqualified Stock Option" shall mean an Option other than an
                  Incentive Stock Option.

         q.       "Option" shall mean the right,  granted  pursuant to the Plan,
                  of a holder to purchase shares of Stock.

         r.       "Participant" shall mean an officer, other employee,  director
                  or consultant of the Company who is,  pursuant to Section 4 of
                  the Plan, selected to participate in the Plan.

         s.       "Person"  shall have the meaning  given in Section  3(a)(9) of
                  the Exchange  Act, as modified and used in Sections  13(d) and
                  14(d)  thereof,  except  that such term shall not  include (i)
                  Teligent or any of its  subsidiaries,  (ii) a trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  Teligent  or any  of  its  affiliates,  (iii)  an  underwriter
                  temporarily holding securities pursuant to an offering of such
                  securities,  (iv) a corporation owned, directly or indirectly,
                  by the  stockholders  of  Teligent in  substantially  the same
                  proportions  as their  ownership of stock of Teligent,  or (v)
                  The  Associated  Group,  Inc.  or any of its  subsidiaries  or
                  affiliates.

         t.       "Plan" shall have the meaning set forth in Section 1 hereof.

         u.       "Restricted  Stock" shall mean any shares of Stock issued to a
                  Participant,  without payment to Teligent, pursuant to Section
                  7 of the Plan.

         v.       "Restricted  Stock Award  Program"  shall mean the program set
                  forth in Section 7 hereof.

         w.       "SAR"  shall  mean a stock  appreciation  right  granted  to a
                  Participant under Section 6 of the Plan.

         x.       "Section 16  Participant"  shall have the meaning set forth in
                  Section 3 hereof.

         y.       "Stand-Alone  SAR" shall mean a SAR which is not related to an
                  Option.

         z.       "Stock"  shall mean  shares of the Class A Common  Stock,  par
                  value $.01 per share, of Teligent.

         aa.      "Stock  Option and SAR  Program"  shall mean the  program  set
                  forth in Section 6 hereof.

         bb.      "Tandem  SAR" shall mean a SAR which is granted in relation to
                  an Option.

         cc.      "Teligent"  shall have the  meaning  set forth in  Paragraph 1
                  hereof.

         dd.      "Ten Percent Stockholder" shall mean a Participant who, at the
                  time  an  Incentive  Stock  Option  is to be  granted  to such
                  Participant, owns stock possessing more than ten percent (10%)
                  of the total combined  voting power of all classes of stock of
                  Teligent.

3.       Administration.

                  The Plan will be administered by the Board;  provided that the
Board may establish one or more Committees which may, to the extent set forth in
the  resolutions  establishing  such Committee or  Committees,  be authorized to
grant Awards to, and administer such Awards with respect to, those  Participants
who are subject to Section 16 of the  Exchange  Act with  respect to the Company
("Section 16  Participants") or who are executive  officers of the Company.  Any
such Committee that is authorized to grant Awards to Section 16  Participants (a
"Section 16 Committee") shall, to the extent necessary to comply with Rule 16b-3
promulgated  under the Exchange  Act, be comprised of two or more  "non-employee
directors"  within  the  meaning of such Rule,  and any such  Committee  that is
authorized  to grant Awards to executive  officers of the Company  (which may or
may not be the same Committee as the Section 16 Committee)  shall, to the extent
necessary to comply with Section 162(m) of the Code, be comprised of two or more
"outside directors" within the meaning of such Section. In the case of grants of
Awards to Participants  who are neither  Section 16  Participants  nor executive
officers of the Company, the Board in its discretion may delegate to a Committee
or to  members  of the  Company's  management  the  authority,  subject  to such
guidelines as the Board may approve from time to time and to ratification by the
Board,  to make grants of Awards to, and administer such Awards with respect to,
such Participants.  The Board shall have the authority,  in its sole discretion,
subject to and not  inconsistent  with the express  provisions  of the Plan,  to
administer  the  Plan  and to  exercise  all the  powers  and  authority  either
specifically  granted  to it  under  the  Plan  or  necessary  or  advisable  in
connection with the administration of the Plan,  including,  without limitation,
the authority to grant Awards;  to determine the persons to whom and the time or
times at which  Awards  shall be granted;  to  determine  the type and number of
Awards to be granted, the number of shares of Stock to which an Award may relate
and the terms, conditions, restrictions and performance criteria relating to any
Award; to determine  whether,  to what extent,  and under what  circumstances an
Award  may be  settled,  cancelled,  forfeited,  exchanged,  or  surrendered  or
accelerated or an Option or Options,  Stand-Alone SAR or Stand-Alone SARs may be
repriced to a lower exercise price; to make adjustments in performance  goals in
recognition  of  unusual  or  non-recurring  events  affecting  Teligent  or the
financial statements of Teligent,  or in response to changes in applicable laws,
regulations,  or accounting  principles;  to construe and interpret the Plan and
any Award; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of Award Agreements, consistent with
the  terms and  provisions  of the  Plan;  and to make all other  determinations
deemed  necessary or advisable for the  administration  of the Plan,  consistent
with the terms and  provisions of the Plan.  The Board shall keep minutes of its
meetings. To the extent that the Board has delegated any of its authority to one
or more Committees  under this Section 3, any reference to the Board in the Plan
shall be interpreted to mean reference to the relevant Committee.

4.       Eligibility.

                  Awards may be granted to officers, other employees,  directors
and  consultants  of the  Company  in the  sole  discretion  of  the  Board.  In
determining  the persons to whom Awards  shall be granted and the type of Award,
the Board shall take into account such factors as the Board shall deem  relevant
in connection with accomplishing the purposes of the Plan.

5.       Stock Subject to the Plan; Limitation on Grants

                  The maximum number of shares of Stock  authorized and reserved
for issuance pursuant to the Plan shall be 23,729,125.  All such shares of Stock
shall be subject to equitable adjustment as provided herein. Such shares may, in
whole or in part,  be authorized  but unissued  shares or shares that shall have
been  or  may  be  reacquired  by  Teligent  in  the  open  market,  in  private
transactions  or  otherwise.  If any shares  subject to an Award are  forfeited,
cancelled,  exchanged or  surrendered  or if an Award  otherwise  terminates  or
expires without a distribution of shares to the Participant, the shares of Stock
with  respect  to such  Award  shall,  to the  extent  of any  such  forfeiture,
cancellation, exchange, surrender, termination or expiration, again be available
for Awards under the Plan. Upon the exercise of any Award granted in tandem with
any other  Awards,  such related  Awards shall be cancelled to the extent of the
number  of  shares   of  Stock  as  to  which  the  Award  is   exercised   and,
notwithstanding  the  foregoing,  such  number  of  shares  shall no  longer  be
available for Awards under the Plan.

                  During  the term of this  Plan,  no  Participant  can  receive
Awards,  including Options,  Restricted Stock and SARs (but excluding Conversion
Options),  relating  to shares of Stock  which in the  aggregate  exceed  twenty
percent  (20%) of the total  number of shares of Stock  authorized  for issuance
pursuant to the Plan, as adjusted pursuant to the terms hereof.

                  In the event that the Board shall  determine that any dividend
or other  distribution  (whether in the form of cash,  Stock or other property),
recapitalization,  stock split,  reverse  stock split,  reorganization,  merger,
consolidation,  spin-off,  combination,  repurchase, or share exchange, or other
similar  corporate  transaction  or  event,  affects  the  Stock  such  that  an
adjustment is  appropriate  in order to prevent  dilution or  enlargement of the
rights of Participants  under the Plan, then the Board shall make such equitable
changes or adjustments as it deems necessary or appropriate to any or all of (i)
the  number  and kind of  shares  of Stock  which  may  thereafter  be issued in
connection  with  Awards,  (ii) the number and kind of shares of Stock issued or
issuable in respect of outstanding  Awards,  and (iii) the exercise price, grant
price,  or purchase price relating to any Award;  provided that, with respect to
Incentive  Stock  Options,  such  adjustment  shall be made in  accordance  with
Section 424 of the Code.

6.       Stock Option and SAR Program.

                  Each Option and SAR granted  pursuant to this  Section 6 shall
be evidenced by an Award  Agreement,  in such form and containing such terms and
conditions as the Board shall from time to time approve,  which Award  Agreement
shall  comply  with and be subject to the  following  terms and  conditions,  as
applicable. Each Conversion Option shall be governed by and subject to the terms
of the Plan, as well as the specific terms and provisions  previously determined
by the Board with respect thereto, which terms and provisions shall be set forth
in the Award Agreement evidencing such Conversion Option.

(a)  Stock Options.

     (1)  Number of  Shares.  Each  Award  Agreement  shall  state the number of
          shares of Stock to which the Option relates.

     (2)  Type of  Option.  Each  Award  Agreement  shall  state that the Option
          constitutes an Incentive Stock Option or a Nonqualified Stock Option.

     (3)  Option  Price.  Each Award  Agreement  shall  state the Option  price,
          which,  except for the  Conversion  Options and as provided in Section
          6(c)(2)  below,  shall not be less than one hundred  percent (100%) of
          the Fair Market Value of the shares of Stock  covered by the Option on
          the date of grant.  The Option price shall be subject to adjustment as
          provided in Section 5 hereof. Unless otherwise expressly stated in the
          Board resolution  expressly granting an Option and except with respect
          to Options granted by members of the Company's  management pursuant to
          delegated authority as contemplated by Section 3 of the Plan, the date
          as of which the Board  adopts the  resolution  expressly  granting  an
          Option shall be considered the day on which such Option is granted.

     (4)  Method and Time of Payment. The Option price shall be paid in full, at
          the  time of  exercise,  in cash  (including  cash  received  from the
          Company as compensation or cash borrowed from the Company),  in shares
          of Stock having a Fair Market Value equal to such Option  price,  in a
          combination of cash and Stock or, in the sole discretion of the Board,
          through a cashless exercise  procedure,  which may include an exercise
          through a registered  broker-dealer  pursuant to procedures which are,
          from time to time, deemed by the Board to be acceptable. Any shares of
          Stock withheld upon exercise as payment of the purchase price under an
          Option  shall be  valued  at their  Fair  Market  Value on the date of
          exercise.

     (5)  Term and Exercisability of Options. Each Award Agreement shall provide
          that each Option shall become  exercisable over a period determined by
          the Board in its discretion,  provided,  that the Board shall have the
          authority to accelerate the  exercisability of any outstanding  Option
          at  such  time  and  under  such  circumstances  as it,  in  its  sole
          discretion,  deems appropriate.  The exercise period shall be not more
          than ten (10) years from the date of the grant of the  Option,  except
          as provided in Section  6(c)(2)  below,  or such shorter  period as is
          determined  by the  Board.  The  exercise  period  shall be subject to
          earlier  termination as provided in Section 6(a)(6) hereof.  An Option
          may be  exercised,  as to any or all full  shares of Stock as to which
          the Option has become  exercisable,  by written  notice  delivered  in
          person or by mail to the Secretary of Teligent,  specifying the number
          of  shares  of  Stock  with  respect  to  which  the  Option  is being
          exercised,  together  with  payment in full of the Option  price.  For
          purposes  of the  preceding  sentence,  the date of  exercise  will be
          deemed to be the date upon which the  Secretary  of Teligent  receives
          both the notification and the payment.

     (6)  Termination.  The Agreement  evidencing  the grant of each Award shall
          set forth the terms and  conditions  applicable  to such  Award upon a
          termination of an employee Participant's  employment by the Company or
          the termination of a consultant or director Participant's service with
          the  Company,  which  shall be as the  Board  may,  in its  discretion
          determine at the time the Award is granted or thereafter.

(b)  Stock  Appreciation  Rights.  The  Board  shall  have  authority  to  grant
     Stand-Alone SARs, and Tandem SARs with respect to all or some of the shares
     of Stock covered by an Option.  Stand-Alone  SARs granted  pursuant to this
     Section 6 shall be  evidenced  by an Award  Agreement,  in such form as the
     Board shall from time to time approve, and the terms and conditions of such
     Awards shall be set forth therein.  A Tandem SAR shall,  except as provided
     in this Section (6)(b),  be subject to the same terms and conditions as the
     related  Option.  Each  Tandem SAR  granted  pursuant  to the Plan shall be
     reflected in the Award Agreement evidencing the related Option.

     (1)  Time of Grant of Tandem  SARs.  A Tandem SAR may be granted  either at
          the time of grant,  or at any time  thereafter  during the term of the
          Option; provided, however, that Tandem SARs related to Incentive Stock
          Options  may only be  granted  at the  time of  grant  of the  related
          Option.

     (2)  SAR  Price.   Each  Award  Agreement  shall  state  the  price  for  a
          Stand-Alone  SAR,  which  shall not be less than one  hundred  percent
          (100%) of the Fair Market Value of the shares of Stock  covered by the
          Stand-Alone SAR on the date of grant. The price for a Tandem SAR shall
          be set forth in the Award Agreement evidencing the related Option.

     (3)  Payment. A SAR shall entitle the holder thereof,  upon exercise of the
          SAR or any portion  thereof,  to receive payment of an amount computed
          pursuant to paragraph (5) below.

     (4)  Exercise. Each Award Agreement shall provide that each Stand-Alone SAR
          shall become  exercisable over a period determined by the Board in its
          discretion,  provided,  that the Board  shall  have the  authority  to
          accelerate the  exercisability of any Stand-Alone SAR at such time and
          under  such  circumstances  as  it,  in  its  sole  discretion,  deems
          appropriate. The exercise period shall be not more than ten (10) years
          from the  date of the  grant of the  Stand-Alone  SAR or such  shorter
          period as is  determined  by the Board.  The exercise  period shall be
          subject to earlier termination as provided in Section 6(b)(8) hereof.

          A Tandem SAR shall be exercisable  at  such time  or times and only to
          the extent that the related Option  is  exercisable,  and  will not be
          transferable   except  to  the  extent  the  related   Option  may  be
          transferable.  A Tandem SAR granted in  connection  with an  Incentive
          Stock Option shall be  exercisable  only if the Fair Market Value of a
          share of Stock on the date of  exercise  exceeds  the  purchase  price
          specified in the related Incentive Stock Option.

     (5)  Amount Payable.  Upon the exercise of a SAR, the Participant  shall be
          entitled to receive an amount determined by multiplying (i) the excess
          of the Fair  Market  Value of a share of Stock on the date of exercise
          of such SAR over the  price of the  Stand-Alone  SAR or the  Option to
          which the Tandem SAR relates,  as  appropriate,  by (ii) the number of
          shares   of  Stock  as  to   which   such  SAR  is  being   exercised.
          Notwithstanding  the foregoing,  the Board may limit in any manner the
          amount  payable with  respect to any SAR by including  such a limit at
          the time it is granted.

     (6)  Treatment of Related  Options and Tandem SARs Upon Exercise.  Upon the
          exercise of a Tandem SAR, the related Option shall be cancelled to the
          extent of the  number of shares of Stock as to which the Tandem SAR is
          exercised  (and will be deemed to have been  exercised for purposes of
          determining  the  number of shares  available  for the grant of Awards
          under  the  Plan),  and upon the  exercise  of an  Option  granted  in
          connection with a Tandem SAR, the Tandem SAR shall be cancelled to the
          extent of the  number  of  shares  of Stock as to which the  Option is
          exercised  (and will be deemed to have been  exercised for purposes of
          determining  the  number of shares  available  for the grant of Awards
          under the Plan).

     (7)  Method of Exercise. SARs shall be exercised by a Participant only by a
          written  notice  delivered  in  person  or by  mail  to  the  Company,
          Attention:  Senior Vice President for Human Resources,  specifying the
          number of whole shares of Stock with respect to which the SAR is being
          exercised.  If requested by the Board,  the Participant  shall deliver
          the Award Agreement evidencing the SAR and, if applicable, the related
          Option,  which Award  Agreement  shall be endorsed  with a notation of
          such  exercise and returned to the  Participant.  For purposes of this
          paragraph (7), the date of exercise will be deemed to be the date upon
          which the Company receives such notification.

     (8)  Form of Payment.  Payment of the amount determined under paragraph (5)
          above may,  in the sole  discretion  of the Board,  be made  solely in
          whole  shares of Stock in a number  determined  based  upon their Fair
          Market Value on the date of exercise of the SAR or, alternatively,  in
          the sole discretion of the Board,  solely in cash, or in a combination
          of cash and shares of Stock as the Board deems advisable. If the Board
          determines that payment may be made solely in shares of Stock, and the
          amount  payable  results  in  a  fractional  share,  payment  for  the
          fractional share will be made in cash.

(c)  Incentive  Stock Options.  Options granted as Incentive Stock Options shall
     be subject to the following  special terms and  conditions,  in addition to
     the general terms and conditions  specified in this Section 6.

     (1)  Value of Shares. The aggregate Fair Market Value (determined as of the
          date the  Incentive  Stock  Option is  granted) of the shares of Stock
          with respect to which  Incentive Stock Options granted under this Plan
          and all other Plans of the Company  become  exercisable  for the first
          time by each  Participant  during any  calendar  year shall not exceed
          $100,000.

     (2)  Ten Percent  Stockholder.  In the case of an  Incentive  Stock  Option
          granted to a Ten Percent  Stockholder,  (x) the Option price shall not
          be less than one hundred ten percent  (110%) of the Fair Market  Value
          of the  shares of Stock on the date of grant of such  Incentive  Stock
          Option,  and (y) the  exercise  period shall not exceed five (5) years
          from the date of grant of such Incentive Stock Option.

7.       Restricted Stock Award Program.

                  Restricted  Stock  Awards  granted  pursuant to this Section 7
shall be evidenced by an Award  Agreement,  in such form as the Board shall from
time to time approve,  and the terms and  conditions of such Awards shall be set
forth therein.  At the time of the grant of a Restricted  Stock Award, the Board
may impose such  restrictions  or conditions to the vesting of such Award as it,
in its sole  discretion,  deems  appropriate.  Such  conditions  to vesting  may
include (without limitation), in the Board's sole discretion, the achievement of
performance  goals  which  may  be  set  forth  in  the  Award  Agreement.  Such
performance  goals  may  (without  limitation)  be based on an  increase  in the
trading  price of Stock,  achievement  of certain  goals  relating to Teligent's
return on assets, return on equity, earnings per share, in each case, determined
in accordance with generally accepted accounting principles.

         (a) Restrictions.  Prior to the vesting of a share of Restricted Stock,
such share of Restricted Stock may not be sold, assigned, transferred,  pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent and
distribution.  Certificates  for shares of Stock which may be issued pursuant to
Restricted  Stock  Awards  shall bear an  appropriate  legend  referring to such
restrictions,  and any  attempt  to  dispose  of any  such  shares  of  Stock in
contravention of such restrictions shall be null and void and without effect.

         (b) Forfeiture.  Subject to such exceptions as may be determined by the
Board, if an employee Participant's continuous employment with the Company shall
terminate for any reason, or if a consultant or director  Participant's  service
with the Company shall terminate for any reason, any shares remaining subject to
restrictions shall thereupon be forfeited by the Participant and transferred to,
and reacquired by, Teligent at no cost to Teligent.

         (c)  Ownership.  Except to the extent  otherwise set forth in the Award
Agreement,  a Participant who is granted a Restricted  Stock Award shall possess
all incidents of ownership of such shares,  subject to Section  7(a),  including
the right to receive  dividends  with  respect  to such  shares and to vote such
shares.

8.       General Provisions.

                  (a)  Compliance  with  Legal  Requirements.  The  Plan and the
         granting  and  exercising  of  Awards,  and the  other  obligations  of
         Teligent  under the Plan and any  Award  Agreement  or other  agreement
         shall be subject to all  applicable  federal and state laws,  rules and
         regulations  and to such  approvals by any  regulatory or  governmental
         agency as may be required.  Teligent,  in its discretion,  may postpone
         the  issuance or  delivery  of Stock  under any Award as  Teligent  may
         consider  appropriate  and may  require  any  Participant  to make such
         representations  and  furnish  such  information  as  it  may  consider
         appropriate  in  connection  with the  issuance or delivery of Stock in
         compliance with applicable laws, rules and regulations.

                  (b) Nontransferability.  Awards shall not be transferable by a
         Participant  other than (i)  gratuitous  transfers by an officer of the
         Company  who is the holder of an Award to his or her  immediate  family
         members  or to a trust for the  benefit  of any such  immediate  family
         member or members, (ii) by will or the laws of descent and distribution
         or,  (iii) if then  permitted  by Rule 16b-3  under the  Exchange  Act,
         pursuant to a Qualified  Domestic Relations Order (as defined under the
         Code or Title I of the Employee Retirement Income Security Act of 1974,
         as  amended,  or the rules  thereunder).  Awards  shall be  exercisable
         during the lifetime of a Participant  only by such  Participant  or his
         guardian or legal representative.

                  (c) No Right To Continued  Employment.  Nothing in the Plan or
         in any Award granted or any Award Agreement or other agreement  entered
         into  pursuant  hereto shall confer upon any  Participant  the right to
         continue  in the  employ of the  Company  or to  continue  service as a
         consultant  or  director  of  the  Company  or to be  entitled  to  any
         remuneration  or  benefits  not set  forth  in the  Plan or such  Award
         Agreement or other  agreement or to interfere  with or limit in any way
         the right of the  Company  to  terminate  such  employee  Participant's
         employment or the service of a consultant or director Participant.

                  (d) Withholding  Taxes. Where a Participant or other person is
         entitled  to receive  shares of Stock  pursuant  to the  exercise of an
         Option or is  otherwise  entitled  to  receive  shares of Stock or cash
         pursuant  to an Award  hereunder,  Teligent  shall  have  the  right to
         require the  Participant  or such other  person to pay to Teligent  the
         amount of any taxes which  Teligent may be required to withhold  before
         delivery to such  Participant  or other person of cash or a certificate
         or certificates representing such shares.

                  If a Participant  makes a  disposition,  within the meaning of
Section 424(c) of the Code and regulations promulgated thereunder,  of any share
or shares of Stock  issued to such  Participant  pursuant to the  exercise of an
Incentive Stock Option within the two-year  period  commencing on the date after
the date of the grant or within the one-year period  commencing on the day after
the date of  transfer  of such  share  or  shares  of  Stock to the  Participant
pursuant to such exercise,  the Participant shall,  within ten (10) days of such
disposition,  notify the  Company  thereof,  by  delivery  of written  notice to
Teligent at its principal executive office.

                  Unless otherwise prohibited by the Board or by applicable law,
a  Participant  may satisfy any such  withholding  tax  obligation by any of the
following  methods,  or by a combination  of such methods:  (a) tendering a cash
payment;  (b) authorizing  Teligent to withhold from the shares of Stock or cash
otherwise  payable to such  Participant (1) one or more of such shares having an
aggregate  Fair Market  Value,  determined  as of the date the  withholding  tax
obligation arises, less than or equal to the amount of the total withholding tax
obligation  or (2) cash in an  amount  less  than or equal to the  amount of the
total  withholding  tax  obligation;  or (c)  delivering to Teligent  previously
acquired  shares of Stock  (none of which  shares  may be  subject to any claim,
lien,  security interest,  community property right or other right of spouses or
present or former family  members,  pledge,  option,  voting  agreement or other
restriction or encumbrance  of any nature  whatsoever)  having an aggregate Fair
Market Value,  determined as of the date the withholding tax obligation  arises,
less than or equal to the amount of the total withholding tax obligation.

         (e) Amendment and  Termination  of the Plan.  The Board may at any time
and from time to time alter,  amend,  suspend, or terminate the Plan in whole or
in part; provided that, no amendment which requires  stockholder  approval under
applicable  law in order for the Plan to continue to comply with  Section 422 or
162(m) of the Code or in order for the Plan to continue to comply with the rules
and  regulations  of any exchange or other  trading  market on which  Teligent's
shares of Stock are traded shall be effective  unless the same shall be approved
by the  requisite  vote of the  stockholders  of Teligent.  Notwithstanding  the
foregoing,  no  amendment  shall  affect  adversely  any  of the  rights  of any
Participant,  without such  Participant's  consent,  under any Award theretofore
granted  under  the  Plan.  The  power  to grant  Awards  under  the  Plan  will
automatically  terminate  at the end of the  2007  fiscal  year.  If the Plan is
terminated,  any  unexercised  Option or SAR shall continue to be exercisable in
accordance with its terms and the terms of the Plan in effect  immediately prior
to such termination.

         (f) Change in Control.  Notwithstanding any other provision of the Plan
to the  contrary,  if,  while any Awards  remain  outstanding  under the Plan, a
Change in Control of Teligent  (as defined in this  Section  8(f)) shall  occur,
then (unless  otherwise  provided in the applicable  Award  Agreement),  (x) all
Options  and SARs that are  outstanding  at the time of such  Change in  Control
shall  become  immediately  exercisable  in full and (y) all  restrictions  with
respect to shares of  Restricted  Stock shall  lapse,  and such shares  shall be
fully vested and nonforfeitable.

                  For purposes of this paragraph 8(f), a "Change in Control" of
Teligent shall occur if :

                  (1) any person or entity,  or group of  affiliated  persons or
         entities,   other  than  The   Associated   Group,   Inc.,  a  Delaware
         corporation,  and  Telcom-DTS  Investors,  L.L.C.,  a Delaware  limited
         liability company  (collectively,  the "Original  Shareholders") and/or
         their respective  affiliates acquires stock of the Company representing
         more  than  fifty  percent  (50%)  of the  voting  power  of  all  such
         outstanding stock;

                  (2) the  majority  of the Board  consists  of persons  who are
         designees  of any  person or entity or group of  affiliated  persons or
         entities  which hold  stock in the  Company,  other  than the  Original
         Shareholders and/or their respective affiliates;

                  (3) the Company adopts a plan of liquidation providing for the
         distribution of all or substantially  all of its assets; or

                  (4) all or substantially all of the business enterprise of the
         Company is disposed of  pursuant to a sale of assets  transaction  or a
         merger,  consolidation  or similar  transaction in which the Company is
         not the surviving  entity (unless (A) no person or entity,  or group of
         affiliated  persons or entities,  other than the Original  Shareholders
         and/or  their  respective  affiliates,   owns  immediately  after  such
         transaction  stock  or  other  equity  interests  of the  entity  which
         succeeds to the business of the Company as a result of such transaction
         representing  more than fifty  percent (50%) of the voting power of all
         such  outstanding  stock,  (B) a majority of the board of directors (or
         comparable governing body) of the entity which succeeds to the business
         of the Company as a result of such transaction  consists of persons (or
         persons  designated by such persons) who  constituted a majority of the
         Board  immediately  prior to such  transaction,  and (C) such successor
         entity assumes in writing the Company's obligations under the Plan. For
         purposes of this  definition,  "affiliate" (or derivations  thereof) of
         any  person or entity  means any  other  person or entity  directly  or
         indirectly  controlling  or  controlled  by or under direct or indirect
         common  control  with such person or entity;  and for  purposes of such
         definition,  "control"  when used with  respect to any person or entity
         means the power to direct the management and policies of such person or
         entity, directly or indirectly, whether through the ownership of voting
         securities or other equity interests, by contract or otherwise, and the
         terms  "controlling" and "controlled" have meanings  correlative to the
         foregoing.

                  (g) Participant Rights. No Participant shall have any claim to
         be granted any Award  under the Plan,  and there is no  obligation  for
         uniformity   of  treatment   for   Participants.   Except  as  provided
         specifically  herein,  a Participant  or a transferee of an Award shall
         have no rights as a  stockholder  with  respect  to any shares of stock
         covered  by any  Award  until  the  date  of the  issuance  of a  Stock
         certificate to him for such shares.

                  (h)  Unfunded  Status  of  Awards.  The  Plan is  intended  to
         constitute an "unfunded" plan for incentive and deferred  compensation.
         With respect to any payments not yet made to a Participant  pursuant to
         an Award,  nothing  contained  in the Plan or any Award  shall give any
         such  Participant  any rights that are greater  than those of a general
         creditor of Teligent.

                  (i) No Fractional  Shares. No fractional shares of Stock shall
         be issued or  delivered  pursuant  to the Plan or any Award.  The Board
         shall determine  whether cash,  other Awards or other property shall be
         issued  or  paid in lieu of such  fractional  shares  or  whether  such
         fractional shares or any rights thereto shall be forfeited or otherwise
         eliminated.

                  (j) Governing Law. The Plan and all  determinations  made  and
         actions  taken  pursuant  hereto  shall  be governed by the laws of the
         State  of  Delaware  without  giving  effect  to  the  conflict of laws
         principles thereof.

                  (k) Effective  Date. The Plan has previously  been approved by
         the  Board and  Teligent's  sole  stockholder.  The Plan  shall  become
         effective on the effective date of the Initial Offering (the "Effective
         Date"),  and shall be of no force and effect if the Initial Offering is
         not consummated.

                  (l)  Beneficiary.  A  Participant  may file  with the  Board a
         written  designation of a beneficiary on such form as may be prescribed
         by the  Board  and  may,  from  time to  time,  amend  or  revoke  such
         designation. If no designated beneficiary survives the Participant, the
         executor or administrator of the  Participant's  estate shall be deemed
         to be the grantee's beneficiary.

                  (m)      Interpretation.  The Plan is  designed  and  intended
         to comply with  Section  162(m) of the Code,  and all provisions hereof
         shall be construed in a manner to so comply.