<PAGE>
                                                                 Exhibit 10.37.2

                               ITC/\DELTACOM, INC.
                             1997 STOCK OPTION PLAN
                        INCENTIVE STOCK OPTION AGREEMENT
                                   AS AMENDED
















Last Amended July 25, 2000
<PAGE>

                               TABLE OF CONTENTS


1.  GRANT OF OPTION..............................................       1
2.  PARACHUTE LIMITATIONS........................................       1
3.  TERMS OF PLAN................................................       2
4.  OPTION PRICE.................................................       3
5.  VESTING IN OPTIONS...........................................       3
6.  TERM AND EXERCISE OF OPTION..................................       3
      (a) Term...................................................       3
      (b) Option Period and Limitations on Exercise..............       3
      (c) Limitations on Exercise of Option......................       4
      (d) Method of Exercise.....................................       4
7.  TERMINATION OF THE SERVICE RELATIONSHIP......................       5
      (a) Termination of Employment or Other Relationship........       5
      (b) Rights in the Event of Death...........................       5
      (c) Rights in the Event of Disability......................       6
8.  TRANSFERABILITY..............................................       6
9.  REQUIREMENTS OF LAW..........................................       7
10. EFFECT OF CHANGES IN CAPITALIZATION..........................       7
      (a) Changes in Stock.......................................       7
      (b) Reorganization in Which the Corporation Is the
            Surviving Corporation................................       8
      (c) Dissolution, Liquidation, Sale of Assets,
            Reorganization in Which the Corporation
            Is Not the Surviving Corporation, Etc. ..............       8
      (d) Adjustments............................................       9
      (e) No Limitations on Corporation..........................       9
11. DISCLAIMER OF RIGHTS.........................................       9
12. FORFEITURE OF RIGHTS.........................................      10
13. CAPTIONS.....................................................      10
14. WITHHOLDING OF TAXES.........................................      10
15. SEVERABILITY.................................................      10
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT................      10
17. GOVERNING LAW................................................      11
18. BINDING EFFECT...............................................      11
19. NOTICE.......................................................      11
20. ENTIRE AGREEMENT.............................................      12


                                     - i -
<PAGE>


                               ITC/\DELTACOM, INC.
                             1997 STOCK OPTION PLAN
                        INCENTIVE STOCK OPTION AGREEMENT
                                   AS AMENDED



     This Stock Option Agreement is made as of        by and between
ITC/\DELTACOM, a Delaware corporation (the "Corporation"), and
       , an individual (the "Optionee") who is employed by, or providing
services to, the Corporation, a Subsidiary, one of its Affiliates or ITC Holding
Company, Inc.

     WHEREAS, the Board of Directors and stockholders of the Corporation have
duly adopted and approved the ITC/\DELTACOM 1997 Stock Option Plan (the "Plan"),
which Plan authorizes the Corporation to grant to eligible individuals options
for the purchase of shares of the Corporation's Common Stock, par value $.01 per
share (the "Stock"); and

     WHEREAS, the Corporation has determined that it is desirable and in its
best interests to grant to the Optionee, pursuant to the Plan, an option to
purchase a certain number of shares of Stock, in order to provide the Optionee
with an incentive to advance the interests of the Corporation, a Subsidiary, one
of its Affiliates and ITC Holding Company, Inc.;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

1.        GRANT OF OPTION

          Subject to the terms of the Plan (attached hereto as Exhibit A), the
                                                               ---------
Corporation hereby grants to the Optionee the right and option (the "Option") to
purchase from the Corporation, on the terms and subject to the conditions set
forth in the Plan and in this Option Agreement,          shares of Stock.  This
Option shall constitute an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").  The date of
grant of this Option is       , the date on which the grant of the Option was
approved by the Board of Directors of the Corporation or by its Compensation
Committee (the "Committee").

2.        PARACHUTE LIMITATIONS

          Notwithstanding any other provision of this Stock Option Agreement or
of any other agreement, contract, or understanding heretofore or hereafter
entered into by the Optionee and the Corporation or any Subsidiary,
<PAGE>

except an agreement, contract, or understanding hereafter entered into that
expressly modifies or excludes application of this Section (the "Other
Agreements"), and notwithstanding any formal or informal plan or other
arrangement heretofore or hereafter adopted by the Corporation (or any
Subsidiary) for the direct or indirect compensation of the Optionee (including
groups or classes of participants or beneficiaries of which the Optionee is a
member), whether or not such compensation is deferred, is in cash, or is in the
form of a benefit to or for the Optionee (a "Benefit Arrangement"), if the
Optionee is a "disqualified individual," as defined in Section 280G(c) of the
Code, the Option and any right to receive any payment or other benefit under
this Stock Option Agreement shall not become exercisable or vested (i) to the
extent that such right to exercise, vesting, payment, or benefit, taking into
account all other rights, payments, or benefits to or for Optionee under the
Plan, all Other Agreements, and all Benefit Arrangements, would cause any
payment or benefit to the Optionee under this Stock Option Agreement to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code as then in effect (a "Parachute Payment") and (ii) if, as a result of
                                               ---
receiving a Parachute Payment, the aggregate after-tax amounts received by the
Optionee from the Corporation under this Stock Option Agreement, the Plan, all
Other Agreements, and all Benefit Arrangements would be less than the maximum
after-tax amount that could be received by Optionee without causing any such
payment or benefit to be considered a Parachute Payment. In the event that the
receipt of any such right to exercise, vesting, payment, or benefit under this
Stock Option Agreement, in conjunction with all other rights, payments, or
benefits to or for the Optionee under the Plan, any Other Agreement or any
Benefit Arrangement would cause the Optionee to be considered to have received a
Parachute Payment under this Stock Option Agreement that would have the effect
of decreasing the after-tax amount received by the Optionee as described in
clause (ii) of the preceding sentence, then the Optionee shall have the right,
in the Optionee's sole discretion, to designate those rights, payments, or
benefits under this Stock Option Agreement, the Plan, any Other Agreements, and
any Benefit Arrangements that should be reduced or eliminated so as to avoid
having the payment or benefit to the Optionee under this Stock Option Agreement
be deemed to be a Parachute Payment.

3.        TERMS OF PLAN

          The Option granted pursuant to this Stock Option Agreement is granted
subject to the terms and conditions set forth in the Plan.  All terms and
conditions of the Plan are hereby incorporated into this Stock Option Agreement
by reference and shall be deemed to be part of this Stock Option Agreement,
without regard to whether such terms and conditions are not otherwise set forth
in this Stock Option Agreement.  To the extent any capitalized words used in
this Stock Option Agreement are not defined, they shall have the definitions
stated for them in the Plan.  In the event that there is any inconsistency
between the

                                      -2-
<PAGE>

provisions of this Stock Option Agreement and of the Plan, the provisions of the
Plan shall govern.

4.        OPTION PRICE

          The purchase price (the "Option Price") for each share subject to the
Option granted by this Stock Option Agreement is        .

5.        VESTING IN OPTIONS

          The Option becomes vested as to 50 percent of the shares purchasable
pursuant to the Option on             (the second "Anniversary Date"), if the
Optionee has been providing services to the Corporation or any of its Affiliates
continuously from the date of grant to the Anniversary Date.  Thereafter, so
long as continuous service has not been interrupted, the Option becomes vested
as to an additional 25 percent of the shares subject to the Option after each of
the next two Anniversary Dates.  Service for this purpose includes service as an
employee, director, advisor or consultant providing bona fide services to the
Corporation or any of its Affiliates.  For purposes of this Stock Option
Agreement, termination of service would not be deemed to occur if the Optionee,
after terminating service in one capacity, continues to provide service to the
Corporation or any of its Affiliates in another capacity.  Termination of
service is sometimes also referred to herein as termination of employment or
other relationship with the Corporation or any of its Affiliates.

6.        TERM AND EXERCISE OF OPTION

     (a)  Term

          The Option shall terminate and all rights to purchase the shares
thereunder shall cease upon the expiration of ten years after the Grant Date,
unless terminated earlier pursuant to another provision of this Stock Option
Agreement.

     (b)  Option Period and Limitations on Exercise

          The Optionee may exercise the Option (subject to the limitations on
exercise set forth in this Stock Option Agreement and in the Plan), to the
extent the Option is vested and has not terminated.  Any limitation on the
exercise of an Option may be rescinded, modified or waived by the Committee, in
its sole discretion, at any time and from time to time after the Grant Date of
the Option, so as to accelerate the time at which the Option may be exercised.
The time at which the Option may be exercised will be accelerated and the Option
shall be exercisable, in whole or in part, at any time and from time to time
prior to termination of the Option after termination of employment by reason of
death of Optionee or "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) of the Optionee.

                                      -3-
<PAGE>

     (c)  Limitations on Exercise of Option

          Notwithstanding the foregoing Sections, in no event may the Option be
exercised:  (i) in whole or in part, after ten years following the Grant Date,
as set forth in Section 1 above, (ii) following termination of employment or
other relationship for Cause (as defined below) or (iii) following termination
of employment or other relationship except as provided in Sections 7(a), 7(b),
and 7(c) below.  For purposes of this Stock Option Agreement, "Cause" means (i)
gross negligence or willful misconduct in connection with the performance of
duties; (ii) conviction of a criminal offense (other than minor traffic
offenses); or (iii) material breach of any term of any employment, consulting or
other services, confidentiality, intellectual property or non-competition
agreements, if any, between Optionee and the Corporation or any of its
Affiliates.

     (d)  Method of Exercise

          The Option may be exercised to the extent that shares have become
exercisable hereunder by delivery to the Corporation on any business day, at its
principal office addressed to the attention of the Committee, of written notice
of exercise, which notice shall specify the number of shares for which the
Option is being exercised, and shall be accompanied by payment in full of the
Option Price of the shares for which the Option is being exercised.  Payment of
the Option Price for the shares of Stock purchased pursuant to the exercise of
the Option shall be made (i) in cash or by certified check payable to the order
of the Corporation; (ii) through the tender to the Corporation of shares of
Stock, which shares shall be valued, for purposes of determining the extent to
which the Option Price has been paid thereby, at their Fair Market Value on the
date of exercise; (iii) by directing the Corporation to withhold Stock issuable
on exercise of the option, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at their
Fair Market Value on the date of exercise or (iv) by a combination of the
methods described in Sections 6(d)(i), 6(d)(ii) and 6(d)(iii) hereof.  If the
Stock is publicly traded, payment in full of the Option Price need not accompany
the written notice of exercise provided the notice directs that the Stock
certificate or certificates for the shares for which the Option is exercised be
delivered to a licensed broker acceptable to the Corporation as the agent for
the individual exercising the Option and, at the time such Stock certificate or
certificates are delivered, the broker tenders to the Corporation cash (or cash
equivalents acceptable to the Corporation) equal to the Option Price plus the
amount (if any) of federal and/or other taxes which the Corporation may, in its
judgment, be required to withhold with respect to the exercise of the Option.
An attempt to exercise any Option granted hereunder other than as set forth
above shall be invalid and of no force and effect.  Promptly after the exercise
of an Option and the payment in full of the Option Price of the shares of Stock
covered thereby, the Optionee shall be entitled to the issuance of a Stock
certificate or certificates evidencing such individual's ownership of such
shares.  An individual holding or

                                      -4-
<PAGE>

exercising the Option shall have none of the rights of a stockholder until the
shares of Stock covered thereby are fully paid and issued to such individual
and, except as provided in Section 10 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date of such
issuance.

7.        TERMINATION OF THE SERVICE RELATIONSHIP

     (a)  Termination of Employment or Other Relationship

          The Option shall remain exercisable for thirty (30) days following a
termination of the employment or other relationship of the Optionee with the
Corporation, a Subsidiary, one of its Affiliates or ITC Holding Company, Inc.,
other than for Cause or by reason of the death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code), to the extent
such Option was vested at the time of termination.  At the end of such thirty
(30) day period, the Option shall terminate unless notice is given exercising
such Option, and such Optionee shall have no further right to purchase shares
pursuant to such Option.  If the termination of employment or other relationship
is for Cause, the Option shall terminate on the termination of employment or
other relationship.  Whether a leave of absence or leave on military or
government service shall constitute a termination of employment or other
relationship for purposes of this Stock Option Agreement shall be determined by
the Committee, which determination shall be final and conclusive.  A termination
of employment or other relationship shall not be deemed to have occurred if, on
termination of employment or other relationship, the Optionee is employed or has
a relationship with the Corporation, a Subsidiary, one of its Affiliates or ITC
Holding Company, Inc.

     (b)  Rights in the Event of Death

          If the Optionee dies while employed by, or in the service of the
Corporation, a Subsidiary, one of its Affiliates or ITC Holding Company, Inc.,
the executors or administrators or legatees or distributees of such Optionee's
estate shall have the right at any time within one year after the date of such
Optionee's death, and prior to termination of the Option pursuant to Section
6(a) above, to exercise, in whole or in part, any Option held by such Optionee
at the date of such Optionee's death, whether or not such Option was exercisable
immediately prior to such Optionee's death.

     (c)  Rights in the Event of Disability

          If the Optionee terminates employment or other relationship with the
Corporation, a Subsidiary, one of its Affiliates or ITC Holding Company, Inc. by
reason of the "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of the Optionee, then such Optionee shall have the right,
at any time within one year after such termination of employment or other
relationship and prior to termination of the Option pursuant to Section 6(a)
above,

                                      -5-
<PAGE>

to exercise, in whole or in part, the Option held by such Optionee at the date
of such termination of employment or other relationship, whether or not such
Option was exercisable immediately prior to such termination of employment or
other relationship. Whether a termination of employment or other relationship is
to be considered by reason of "permanent and total disability" for purposes of
this Stock Option Agreement shall be determined by the Committee, which
determination shall be final and conclusive.

8.        TRANSFERABILITY

          Except as provided below, during the lifetime of the Optionee, only
such Optionee (or, in the event of legal incapacity or incompetency, the
Optionee's guardian or legal representative) may exercise the Option and no
Option shall be assignable or transferable by the Optionee, other than by will
or the laws of descent and distribution.

          Notwithstanding the foregoing, an Optionee may transfer all or part of
an Option which is not an Incentive Stock Option to any Family Member (as
defined in the Plan); provided that subsequent transfers of transferred Options
are prohibited except those in accordance with this Section or by will or the
laws of descent and distribution; and provided further, that, except with the
consent of the Board or the Committee, there may be no consideration for any
transfer made pursuant to this section.  Following transfer, any such option
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of this section, the
term "Optionee" shall be deemed to refer to the transferee.  The events of
termination of the service relationship set forth in this agreement or in the
Plan, shall continue to be applied with respect to the original Optionee,
following which the option shall be exercisable by the transferee only to the
extent, and for the periods set forth in Section 7, above.

9.        REQUIREMENTS OF LAW

          The Corporation shall not be required to sell or issue any securities
under the Option if the sale or issuance of such securities would constitute a
violation by the Optionee, the individual exercising the Option, or the
Corporation of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations.  If at any time the Corporation shall determine, in its discretion,
that the listing, registration or qualification of any securities subject to the
Option upon any securities exchange or under any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of securities hereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Corporation, and any delay caused thereby shall in

                                      -6-
<PAGE>

no way affect the date of termination of the Option. Specifically in connection
with the 1933 Act, upon the exercise of the Option, unless a registration
statement under such act is in effect with respect to the securities covered by
the Option, the Corporation shall not be required to sell or issue such
securities unless the Committee has received evidence satisfactory to it that
the holder of such Option may acquire such securities pursuant to an exemption
from registration under such act. Any determination in this connection by the
Committee shall be final, binding, and conclusive. The Corporation may, but
shall in no event be obligated to, register any securities covered hereby
pursuant to the 1933 Act. The Corporation shall not be obligated to take any
affirmative action in order to cause the exercise of the Option or the issuance
of securities pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that the Option shall not be exercisable until the securities
covered by such Option are registered or are exempt from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.

10.       EFFECT OF CHANGES IN CAPITALIZATION

     (a)  Changes in Stock

          If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Corporation on account of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Corporation, occurring after the date of grant of the
Option, the number and kind of shares of Stock for which the Option was granted
shall be adjusted proportionately and accordingly so that the proportionate
interest of the Optionee immediately following such event shall, to the extent
practicable, be the same as immediately before such event.  Any such adjustment
in the Option shall not change the aggregate Option Price payable with respect
to shares that are subject to the unexercised portion of the Option but shall
include a corresponding proportionate adjustment in the Option Price per share.

     (b)  Reorganization in Which the Corporation Is the Surviving
          Corporation

          Subject to Subsection 10(c) hereof, if the Corporation shall be the
surviving corporation in any reorganization, merger, or consolidation of the
Corporation with one or more other corporations, the Option shall pertain to and
apply to the securities to which a holder of the number of shares of Stock
subject to

                                      -7-
<PAGE>

the Option would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or consolidation.

     (c)  Dissolution, Liquidation, Sale of Assets, Reorganization in Which
          the Corporation Is Not the Surviving Corporation, Etc.

          The Option shall terminate (i) upon the dissolution or liquidation of
the Corporation, or (ii) upon a merger, consolidation, or reorganization of the
Corporation with one or more other corporations in which the Corporation is not
the surviving corporation, or (iii) upon a sale of substantially all of the
assets of the Corporation to another person or entity, or (iv) upon any
transaction (including, without limitation, a merger, consolidation or
reorganization in which the Corporation is the surviving corporation) that is
approved by the Board and that results in any person or entity (other than
persons who are holders of Stock of the Corporation at the time the Plan is
approved by the stockholders and other than an Affiliate) owning 80 percent or
more of the combined voting power of all classes of stock of the Corporation,
except to the extent provision is made in writing in connection with any such
transaction covered by clauses (i) through (iv) for the assumption of the Option
or for the substitution for the Option of a new option(s) covering the stock of
a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and exercise prices, in which
event the Option theretofore granted shall continue in the manner and under the
terms so provided.  In the event of any such termination of the Option, the
Optionee shall have the right (subject to the general limitations on exercise
set forth in Section 6), during such period occurring before such termination as
the Committee in its sole discretion shall determine and designate, and in any
event immediately before the occurrence of such termination, to exercise such
Option in whole or in part, whether or not such Option was otherwise exercisable
at the time such termination occurs.  The Corporation shall send written notice
of a transaction or event that will result in such a termination to Optionee not
later than the time at which the Corporation gives notice thereof to its
stockholders.

     (d)  Adjustments

          Adjustments under this Section 10 related to stock or securities of
the Corporation shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive.  No fractional shares of Stock or units
of other securities shall be issued pursuant to any such adjustment, and any
fractions

                                      -8-
<PAGE>

resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.

     (e)  No Limitations on Corporation

          The grant of the Option shall not affect or limit in any way the right
or power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.

11.       DISCLAIMER OF RIGHTS

          No provision in this Stock Option Agreement shall be construed to
confer upon any individual the right to remain in the employ or service of the
Corporation or any of its Affiliates, or to interfere in any way with any
contractual or other right or authority of the Corporation or any of its
Affiliates either to increase or decrease the compensation or other payments to
any individual at any time, or to terminate any employment or other relationship
between any individual and the Corporation or any of its Affiliates.  In
addition, notwithstanding anything contained in the Plan to the contrary, the
Option shall not be affected by any change of duties or position of the Optionee
(including a transfer to or from the Corporation or any of its Affiliates), so
long as such Optionee continues to be an employee of, or otherwise in the
service of, the Corporation or any of its Affiliates.

12.       FORFEITURE OF RIGHTS

          The Corporation at any time shall have the right to cause a forfeiture
of the rights of the Optionee on account of the Optionee taking actions in
competition with the Corporation.  Unless otherwise specified in an employment
or other agreement between the Corporation and the Optionee, the Optionee takes
actions in competition with the Corporation if he or she directly or indirectly
owns any interest in, operates, joins, controls or participates as a partner,
director, principal, officer, or agent of, enters into the employment of, acts
as a consultant to, or performs any services for, any entity which has material
operations which compete with any business in which the Corporation or any of
its Subsidiaries is engaged during the Optionee's employment or other
relationship with the Corporation or any of its Affiliates or at the time of the
Optionee's termination of employment or other relationship.

13.       CAPTIONS

          The use of captions in this Stock Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.

                                      -9-
<PAGE>

14.       WITHHOLDING OF TAXES

          The Corporation shall have the right to deduct from payments of any
kind otherwise due to an Optionee any federal, state, or local taxes of any kind
required by law to be withheld with respect to any payments, distributions and
property transferred under this Stock Option Agreement.  At the time of
exercise, the Optionee shall pay to the Corporation any amount that the
Corporation may reasonably determine to be necessary to satisfy such withholding
obligation.

15.       SEVERABILITY

          If any provision of the Plan or this Stock Option Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions thereof and hereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.

16.       INTERPRETATION OF THIS STOCK OPTION AGREEMENT

          All decisions and interpretations made by the Corporation or the
Committee with regard to any question arising under the Plan or this Stock
Option Agreement shall be final, binding and conclusive on the Corporation and
the Optionee and any other person entitled to exercise the Option as provided
for herein.

17.       GOVERNING LAW

          The validity and construction of this Stock Option Agreement shall be
governed by the laws of the State of Delaware but not including the choice of
law rules thereof.

18.       BINDING EFFECT

          Subject to all restrictions provided for in this Stock Option
Agreement, the Plan and by applicable law limiting assignment and transfer of
this Stock Option Agreement and the Option provided for herein, this Stock
Option Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors, and
assigns.

19.       NOTICE

          All notices or other communications which may be or are required to be
given by any party to any other party pursuant to this Stock Option Agreement
shall be in writing and shall be mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by hand delivery
or telecopier (fax), addressed as follows:

                                      -10-
<PAGE>

                    If to the Corporation:

                    ITC/\DELTACOM, Inc.
                    1791 O. G. Skinner Drive
                    P. O. Box 510
                    West Point, GA 31833
                    Attention:  Compensation Committee

                    Telecopy:  (706) 385-8807

                    If to Optionee:

                    At the address set forth below under Optionee's name at the
                    foot of this Agreement.

Each party may designate by notice in writing a new address to which any notice
or other communication may thereafter be so given.  Each notice or other
communication which shall be mailed, delivered or transmitted in the manner
described above, shall be deemed sufficiently given for all purposes at such
time as it is delivered to the addressee with the return receipt, the delivery
receipt, the affidavit of personal courier or, with respect to a telecopy, upon
acknowledgment of receipt thereof and in all cases at such time as delivery is
refused by the addressee upon presentation.

20.       ENTIRE AGREEMENT

          This Stock Option Agreement and the Plan together constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof.  Neither this Stock Option Agreement nor any term hereof may be amended,
waived, discharged or terminated except by a written instrument signed by the
Corporation and the Optionee; provided, however, that the Corporation
                              --------  -------
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the interests of the Optionee hereunder, but no
such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.

          IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Stock Option Agreement, or caused this Stock Option Agreement to
be duly executed and delivered in their name and on their behalf, as of the day
and year first above written.



                              ITC/\DELTACOM, Inc.
                              By:


                                      -11-
<PAGE>

                              OPTIONEE:



                              -----------------------

                              ADDRESS FOR NOTICE TO
                              OPTIONEE:







Exhibit A: ITC/\DELTACOM 1997 Stock Option Plan (Amended and Restated)
---------

                                      -12-