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                                                                  Exhibit 10.115


9903.23-1
ac/msoffice/worddocs/spectran/reincentive7fin.323

                              RESTATED AND AMENDED

                        1991 INCENTIVE STOCK OPTION PLAN

                       (Amended effective March 18, 1999)


         1.  Purpose of the Plan.  The purpose of the Plan is to  authorize  the
grant to directors and key employees of SpecTran Corporation (the "Corporation")
or any  present  or  future  subsidiary  thereof  as  hereinafter  defined  (any
"subsidiary")  of options to purchase  shares of Common Stock of the Corporation
and thus  benefit  the  Corporation  by giving such  persons a greater  personal
interest in the success of the enterprise and an added incentive to continue and
advance in their employment.

         2. Administration. Except as provided in paragraph 4.2 hereof, the Plan
shall be administered by a committee (the "Committee") to be appointed from time
to time by the Corporation's  Board of Directors and to consist of not less than
three of the then  members  of the  Board,  none of whom  shall be an officer or
other employee of the  Corporation.  The  Corporation  shall effect the grant of
options under the Plan, in accordance with determinations made by the Committee,
except as provided in paragraph  4.2 hereof,  pursuant to the  provisions of the
Plan, by execution of  instruments in writing in form approved by the Committee.
The Committee shall select one of its members as its Chairman and shall hold its
meetings at such times and places as it shall deem advisable.  A majority of its
members shall constitute a quorum and all  determinations of the Committee shall
be made by a majority of its members.  Any decision or determination  reduced to
writing and signed by a majority of the members  shall be fully as  effective as
if made by a majority vote at a meeting duly called and held.  The Committee may
appoint a  Secretary,  shall keep  minutes of its  meetings  and shall have full
power to make and  amend  such  rules and  regulations  for the  conduct  of its
business and for the  administration  of the Plan as it shall deem  appropriate.
The  interpretation  and  construction  by the Committee of any provision of the
Plan and of the options granted thereunder shall, unless otherwise determined by
the Board of  Directors,  be final and  conclusive  on all  persons  having  any
interest thereunder.

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         3. Shares Subject to Plan.  Subject to adjustment  under the provisions
of paragraph 12 hereof,  the number of shares of the Corporation's  Common Stock
of the par value of $10 per share  which may be issued  and sold  under the Plan
will not exceed  1,200,490  shares,  of which no more than 89,000  shares may be
issued  pursuant to paragraph 4.2 hereof.  Such shares may be either  authorized
and unissued shares or shares issued and thereafter acquired by the Corporation,
and such shares will not be offered to the Corporation's  stockholders  prior to
their issuance under the Plan. If options granted under the Plan shall terminate
or expire without being wholly  exercised,  new options may be granted under the
Plan  covering  the number of shares to which such  termination,  expiration  or
surrender  relates.  The Corporation shall not, upon the exercise of any option,
be required  to issue or deliver any shares of stock prior to (a) the  admission
of such  shares to  listing  on any stock  exchange  on which the  Corporation's
Common Stock is then listed and (b) the completion of such registration or other
qualification  of such shares under any state or federal law, rule or regulation
as the Corporation shall determine to be necessary or advisable.

             4.      Eligibility.

             4.1 Eligible Grantees. Options may be granted only to key employees
of the Corporation or any subsidiary who, in the judgment of the Committee,  are
responsible  for the management of the  enterprise.  In addition,  non-qualified
options may be granted to members of the Board who are not  full-time  employees
of the Corporation or any subsidiary  ("outside  directors") only as provided in
paragraph 4.2 hereof.  The terms "parent" and  "subsidiary"  as used in the Plan
shall mean any  corporation  which is defined as a "parent  corporation" or as a
"subsidiary  corporation" in the United States Internal Revenue Code of 1986, as
amended (the  "Code").  The term "key  employees" as used in the Plan shall mean
officers and other  employees of the  Corporation or any  subsidiary  (including
officers who are also directors of the Corporation).

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                  Subject to the  foregoing  and to  paragraph  4.2 hereof,  the
Committee  shall have full and final  authority to determine the persons who are
to be granted  options  under the Plan and the number of shares  subject to each
option;  provided,  however,  that  anything  contained  herein to the  contrary
notwithstanding,  no  employee of the  Corporation  or any  subsidiary  shall be
granted an option  under this Plan,  if such  employee at the time the option is
proposed to be granted owns stock possessing more than 10% of the total combined
voting  power of all  classes  of stock of the  Corporation  or of any parent or
subsidiary  unless the option price is at least 110% of the fair market value of
the stock  subject to the option and the option is not  exercisable  more than 5
years from the date it is granted.

             4.2 Non-Discretionary  Option Grants to Outside Directors.  (a) Any
other provision of this Plan to the contrary notwithstanding,  outside directors
shall not be eligible to receive  options under the Plan except pursuant to this
paragraph  4.2.  Options  shall be granted  pursuant to this  paragraph  only to
persons who are serving as outside directors on the grant date.

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                  (b) Each outside  director shall receive an initial grant of a
non-qualified option to purchase 5,000 shares of stock without any action by the
Committee  upon the earlier of the  effective  date of this Plan, or on the last
business day in December in the year in which the outside director was elected a
director by the  stockholders  for the first time.  Subject to subparagraph  (d)
below,  each  initial  grant of an  option to  purchase  5,000  shares  shall be
exercisable  after the expiration of one year from the date of grant. No outside
director shall receive more than one grant pursuant to this subparagraph.

                  (c) In addition to the initial grant, on the last business day
of December in each year, each outside  director shall without any action of the
Committee be granted a non-qualified option to purchase 1,000 shares. Subject to
subparagraph  (d) below,  each  option to purchase  1,000  shares  shall  become
exercisable in accordance with subparagraph (a) of paragraph 7 below.

                  (d) The  grants  referred  to in this  paragraph  4.2 shall be
subject to adjustment in accordance with paragraph 12 hereof. The purchase price
per share of the stock under each option granted  pursuant to this paragraph 4.2
shall be equal to the fair  market  value of the stock on the date the option is
granted.  All options granted pursuant to this paragraph 4.2 shall expire on the
tenth  anniversary of the grant date. All options granted to an outside director
shall,  subject to the provisions of paragraph 10, become  exercisable when such
director ceases to serve as a director for any reason,  as long as such director
has  then  served  as a  director  of the  Company  for two  consecutive  years,
including,  for this purpose,  time served as a director  before the adoption of
this Plan.

         5. Types of Option:  Incentive and Non-Qualified.  An option granted by
the Committee under this Plan shall,  as determined by the Committee,  be either

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an incentive stock option which conforms to the provisions of Section 422 of the
Code (an "incentive  stock option") or an option which is not an incentive stock
option (a "non-qualified  option"). To the extent that the aggregate fair market
value  (determined  at the time the option is granted) of the stock with respect
to which  incentive stock options that are granted after December 31, 1986 under
the Plan (and all other stock option plans of the Corporation and any subsidiary
or parent) are exercisable for the first time by an optionee during any calendar
year exceeds  $100,000,  such options  shall be treated as options which are not
incentive  stock options.  The foregoing  limitation  shall be applied by taking
into account the order in which they were granted.

         6. Price. Except as provided in paragraph 4.2, the purchase price under
each option will be  determined  by the Committee but will not be less than 100%
of the fair market value of the stock at the time of the grant of the option, as
determined by the Committee in accordance  with the applicable  Code  provisions
and regulations. In no event shall the purchase price be less than the par value
of the stock.

         7. Period of Option and Rights to  Exercise.  (a) Except as provided in
paragraphs 4.2, 10 and 11 hereof,  the option will be exercisable  pursuant to a
schedule that the Committee, in its discretion, may establish.

                  (a) Each option granted pursuant to this Plan will vest and be
exercisable in any manner that the Committee, in its discretion,  may establish,
provided that if no vesting period or other  restriction on vesting is specified
in the resolution  passed granting any option under this Plan, such option shall
vest as set forth in Section 7(b).

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                  (b) If no vesting  schedule is  established  by the  Committee
pursuant to Section  7(a),  then the  following  will apply.  The optionee  must
remain in the continuous  employ of the Corporation  and/or its subsidiaries for
one year from the date his option is  granted  before he can  exercise  any part
thereof.  Thereafter,  subject to the provisions of this Section and Sections 10
and 11 below, the option will be exercisable  33-1/3% after one year from grant,
66-2/3% after two years from grant, and 100% after three years from grant.

                  (c) The right to  exercise an option  granted to any  employee
will  expire  upon the  expiration  of ten years  from the date the  option  was
granted.

                  (d)  The  right  to  purchase  the  shares,  including  shares
purchased on the exercise of options  granted  pursuant to paragraph 4.2 hereof,
included in each  installment  is cumulative,  i.e.,  once such right has become
exercisable  it may be  exercised  in whole at any time or in part  from time to
time until the expiration of the option.

                  (e)  All  options  shall  be  exercisable  in  full  upon  the
occurrence  of a  Change  in  Control  of the  Company.  For  purposes  of  this
paragraph,  a "Change in  Control"  shall be deemed to have  occurred if (a) any
"person"  or "group"  (as such terms are used in Section 13 (d)(3) and 14 (d)(2)
of the Securities Exchange Act of 1934, as amended) other than the Company is or
becomes the  beneficial  owner,  directly or  indirectly,  of  securities of the
Company  representing  20% or more of the combined voting power of the Company's
then outstanding securities;  or (b) during any period of two consecutive years,
individuals  who at the  beginning  of  such  period  constitute  the  Board  of
Directors of the Company  cease for any reason to constitute at least a majority
thereof  unless the election,  or the  nomination  for election by the Company's
stockholders,  of each new  director  was approved by a vote of at least 75 % of
the  directors  of the Company  then still in office who were  directors  of the
Company at the beginning of the period.

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                  (f) The  shares  to be  purchased  upon each  exercise  of any
option,  including  shares purchased on the exercise of options granted pursuant
to paragraph 4.2 hereof, shall be paid for in full at the time of such exercise,
such payment to be made in cash, in Common Stock of the Corporation owned by the
optionee  and having a fair market  value on the date of  exercise  equal to the
aggregate purchase price of the shares of Common Stock to be purchased upon such
exercise,  or in a  combination  of Common Stock owned by the optionee and cash.
When  payment is made in whole or in part with  shares of Common  Stock owned by
the optionee,  such shares as are surrendered by the optionee shall be exchanged
share for share for an equal  number of shares being issued upon the exercise of
the option, but the aggregate fair market value of such surrendered shares shall
be  credited  against  the  aggregate  purchase  price of all of the shares with
respect to which the option is then being exercised.

                  Except for options granted pursuant to paragraphs 4.2 and 7(a)
hereof,  and except as provided in paragraphs 10 and 11 below,  no option may be
exercised  unless the optionee is then in the employ of the  Corporation  or any
subsidiary  and shall  have  been  continuously  employed  by one or more of the
Corporation and its subsidiaries since the grant of his option. Absence on leave
approved by an officer of the  Corporation  or of any  subsidiary  authorized to
give such approval shall not be considered an interruption of employment for any
purpose of the Plan.

                  (g)  Subsequent  to  exercise  of an option,  in the event the
optionee  makes a  "disqualifying  disposition"  (i.e.,  a disposition of shares
received  upon  exercise of the option held less than two years from the date on
which the  option  was  granted,  or less than one year from the date the shares
were transferred to the optionee), the optionee shall so notify the Company, and
shall pay the Company the amount equal to the  withholding tax obligation of the
Company with respect to said "disqualifying disposition".


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         8.  Non-Transferability  of Option.  No option  granted  under the Plan
shall be  transferable  by the grantee  otherwise than by will or by the laws of
descent and  distribution,  and such  option  shall be  exercisable,  during the
grantee's lifetime, only by the grantee.

         9.  Registration  Under the  Securities  Act of 1933.  The  Corporation
contemplates having an effective  Registration Statement under the United States
Securities  Act of 1933 at such  time as  options  granted  under  the  Plan are
exercised.

         10.  Termination  of  Employment.  If an  optionee  shall  cease  to be
employed by or serve as a director of the  Corporation or any subsidiary for any
reason  (other than  death),  he may, but only within the period of three months
next  succeeding  such  cessation of  employment  or service as a director in no
event  after the  expiration  of ten years from the date the option was  granted
exercise  his option if and to the extent that he was entitled to exercise it at
the time of such cessation of employment or service as a director  unless he was
terminated for cause by the  Corporation or any  subsidiary.  Any optionee whose
employment with or service as a director of the Corporation or any subsidiary is
terminated  for cause shall lose the right to exercise any option  granted under
this Plan as of the date of notice of his termination.

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         11.  Death of an  Optionee.  In the event of the death of an  optionee,
including an outside  director,  while in the employ of or serving as an outside
director  of the  Corporation  or any  subsidiary  or within the period of three
months after cessation of such employment, the option theretofore granted to him
shall be  exercisable  within,  but only  within,  the  period  of one year next
succeeding his death, and in no event after the expiration of ten years from the
date of grant,  and then only if and to the extent that the optionee  would have
been entitled to exercise if he had lived during said one-year period.

         12. Adjustment in Shares Subject to Plan. The options granted under the
Plan shall contain such  provisions as the Committee may determine  with respect
to  adjustments  to be made in the  number  and kind of shares  covered  by such
options   and  in  the   option   price  in  the  event  of  a   reorganization,
recapitalization,  stock split, stock dividend,  combination of shares,  merger,
consolidation, rights offering or any other change in the corporate structure or
shares of the  Corporation;  and in the event of any such change,  the aggregate
number and kind of shares  available  under the Plan and the  maximum  number of
shares  as  to  which  options  may  be  granted  to  any  individual  shall  be
appropriately adjusted.

         13.  Period,  Expiration and  Termination  of the Plan.  Options may be
granted  under  the  Plan at any  time  prior to the  tenth  anniversary  of the
effective date of the Plan, on which  anniversary the Plan will expire except as
to options then  outstanding  thereunder,  which  options shall remain in effect
until they have been exercised or have expired. The Plan (or, in accordance with
paragraph 14, only  paragraph 4.2) may be abandoned or terminated at any time by
the  Corporation's  Board of  Directors  except with respect to any options then
outstanding under the Plan.

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         14.  Amendment of the Plan. The  Corporation's  Board of Directors from
time to time may make such  changes in and  additions to the Plan as it may deem
proper and in the best interests of the Corporation or any  subsidiary,  without
action on the part of the  stockholders of the Corporation,  provided,  however,
that  (subject  to the  provisions  of  paragraph  12 hereof) no such  change or
addition by the Board of Directors  shall (a) impair  without the consent of the
optionee any option  theretofore  granted under the Plan or deprive any optionee
of any shares of stock of the Corporation  which he may have acquired through or
as a result of the Plan,  (b)  increase  the total number of shares which may be
purchased under the Plan, (c) change the minimum  purchase price, (d) extend the
period  during  which any option may be granted or  exercised,  (e) withdraw the
administration of the Plan from a Committee of Directors of the Corporation none
of whose  members is an  officer or other  employee  of the  Corporation  or any
subsidiary,  or (f) change the  provisions of the Plan relating to  eligibility,
provided,   however,   that  the  Board  may  terminate  paragraph  4.2  without
stockholder  approval  and,  provided  further,  that  Section  4.2 shall not be
amended  more than once every six months,  other than to comport with changes in
the Internal Revenue Code, or the rules thereunder.

         15.  Substitution or Assumption of Options.  Notwithstanding  any other
provision of the Plan to the contrary, by action of the Board of Directors,  the
Corporation or any of its subsidiaries may as an incident to or by reason of any
corporate merger,  consolidation,  acquisition of property or stock, separation,
reorganization   or  liquidation,   substitute  new  options  on  stock  of  the
Corporation for options granted by another employer to its employees on stock of
such  employer  or  may  assume  options  granted  by  another  employer  to its
employees, at such purchase prices and under such conditions as may be permitted
by Section 425 (a) of the Code, and the Committee is hereby expressly authorized
to take such  action as may be  required  to  effectuate  any such  issuance  or
assumption. Shares of the Corporation subject to any option so issued or assumed
shall be charged against the total number of shares available for issuance under
the Plan.


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         16. Withholding and Reporting.  The Corporation's obligation to deliver
shares of stock or make any payment  upon the  exercise  of any option  shall be
subject to applicable  federal,  state and local tax  withholding  and reporting
requirements.

         17.  Effective Date of the Plan. The Plan shall become effective if and
when the Corporation's  Board of Directors declares the Plan operative and fixes
an effective date  therefor,  provided that no option granted under the Plan may
be  exercised  unless and until the Plan has been  approved  by the holders of a
majority  of the  shares  of Common  Stock of the  Corporation  outstanding  and
entitled to vote at a stockholders' meeting.

         Approved by the  stockholders of SpecTran  Corporation on May 24, 1991,
and adopted and declared  effective by the Board of Directors of the Corporation
on May 21, 1991. Amended by the stockholders of SpecTran  Corporation on May 15,
1992,  May 27,  1994,  May 31,  1996 and May 29,  1998.  Amended by the Board of
Directors on January 25, 1999 and March 18, 1999.