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                                                                    EXHIBIT 10.1

                              CLEAR HOLDINGS, INC.
                              AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN

         In connection with the Plan of Reorganization of Clear Communications
Group, Inc. ("Clear Communications"), dated as of July 10, 1998, whereby Clear
Holdings, Inc. (the "Company") issued, on a one-for-one basis, shares of its
$.0001 par value per share common stock for all of the outstanding shares of
Clear Communications' $.0001 par value per share common stock, the Clear
Communications Group, Inc. 1997 Stock Option Plan (the "1997 Plan") was assumed
by the Company pursuant to Section 8(i) of the 1997 Plan. Accordingly, this Plan
amends and restates the 1997 Plan, as amended.

                                   1. PURPOSE

         The primary purpose of the Clear Holdings, Inc. 1998 Stock Option Plan
(the "Plan") is to encourage and enable eligible directors, officers and key
employees of the Company and its subsidiaries to acquire proprietary interests
in the Company through the ownership of Common Stock of the Company. The Company
believes that directors, officers and key employees who participate in the Plan
will have a closer identification with the Company by virtue of their ability as
shareholders to participate in the Company's growth and earnings. The Plan also
is designed to provide motivation for participating directors, officers and key
employees to remain in the employ of and to give greater effort on behalf of the
Company. It is the intention of the Company that the Plan provide for the award
of "incentive stock options" qualified under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") and the regulations promulgated
thereunder, as well as the award of non-qualified stock options. Accordingly,
the provisions of the Plan related to incentive stock options shall be construed
so as to extend and limit participation in a manner consistent with the
requirements of Section 422 of the Code.

                                 2. DEFINITIONS

         The following words or terms shall have the following meanings:

         (a)      "Agreement" shall mean a stock option agreement between the
Company and an Eligible Employee or Eligible Participant pursuant to the terms
of this Plan.

         (b)      "Board of Directors" shall mean the Board of Directors of the
Company or the Executive Committee of such Board.

         (c)      "Committee" shall mean the committee appointed by the Board of
Directors to administer the Plan, if any, as set forth in Section 5 of the Plan.

         (d)      "Company" shall mean Clear Holdings, Inc., a Georgia
corporation.

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         (e)      "Eligible Employee(s)" shall mean key employees regularly
employed by the Company or a Subsidiary (including officers, whether or not they
are directors) as the Board of Directors or the Committee shall select from time
to time.

         (f)      "Eligible Participant(s)" shall mean directors, officers, key
employees of the Company and its Subsidiaries, consultants, advisors and other
persons who may not otherwise be eligible to receive Qualified Incentive Options
pursuant to Section 8 of the Plan.

         (g)      "Exercise Price" shall be not less than one hundred percent
(100%) of the fair market value of the Stock on the day the Option is granted,
as determined by the Board of Directors or the Committee, but in no case less
than the par value of such stock.

         (h)      "Optionee" shall mean an Eligible Employee or Eligible
Participant having a right to purchase Common Stock under an Agreement.

         (i)      "Option(s)" shall mean the right or rights granted to Eligible
Employees or Eligible Participants to purchase Common Stock under the Plan.

         (j)      "Plan" shall mean this Amended and Restated Clear Holdings,
Inc. 1998 Stock Option Plan.

         (k)      "Shares," "Stock," or "Common Stock" shall mean shares of the
$.0001 par value common stock of the Company.

         (l)      "Subsidiary" or "Subsidiaries" shall mean any corporation(s),
if the Company owns or controls, directly or indirectly, more than a majority of
the voting stock of such corporation(s).

         (m)      "Ten Percent Owner" shall mean an individual who, at the time
an Option is granted, owns directly or indirectly more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or a
Subsidiary.

                                3. EFFECTIVE DATE

         The effective date of the Plan (the "Effective Date") is November 18,
1997, the date the 1997 Plan was adopted by the unanimous written consent of the
Board of Directors and shareholders of Clear Communications.

                           4. SHARES RESERVED FOR PLAN

         The shares of the Company's Common Stock to be sold to Eligible
Employees or Eligible Participants under the Plan may at the election of the
Board of Directors be either treasury shares or Shares originally issued for
such purpose. The maximum number of Shares which shall be


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reserved and made available for sale under the Plan shall be one million
(1,000,000); provided, however, that such Shares shall be subject to the
adjustments provided in Section 8(h). Any Shares subject to an Option which for
any reason expires or is terminated unexercised may again be subject to an
Option under the Plan.

                          5. ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Board of Directors or the
Committee. The Committee shall be comprised of not less than two (2) members
appointed by the Board of Directors of the Company from among its members, each
of whom qualifies as a "Non-Employee Director" as such term is defined in Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

         Within the limitations described herein, the Board of Directors of the
Company or the Committee shall administer the Plan, select the Eligible
Employees and Eligible Participants to whom Options will be granted, determine
the number of shares to be optioned to each Eligible Employee and Eligible
Participant and interpret, construe and implement the provisions of the Plan.
The Board of Directors or the Committee shall also determine, unless otherwise
specified herein, the price to be paid for the Shares upon exercise of each
Option, the period within which each Option may be exercised, and the terms and
conditions of each Option granted pursuant to the Plan. The Board of Directors
and Committee members shall be reimbursed for out-of-pocket expenses reasonably
incurred in the administration of the Plan.

         If the Plan is administered by the Board of Directors, a majority of
the members of the Board of Directors shall constitute a quorum, and the act of
a majority of the members of the Board of Directors present at any meeting at
which a quorum is present, or acts approved in writing by all members of the
Board of Directors shall be the acts of the Board of Directors. If the Plan is
administered by the Committee, a majority of the members of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all of the
members of the Committee shall be the acts of the Committee.

                                 6. ELIGIBILITY

         Options granted pursuant to Section 8 shall be granted only to Eligible
Employees. Options granted pursuant to Section 9 may be granted to Eligible
Employees and to Eligible Participants.

                             7. DURATION OF THE PLAN

         The Plan shall remain in effect until all Shares subject to or which
may become subject to the Plan shall have been purchased pursuant to Options
granted under the Plan; provided that Options under the Plan must be granted
within ten (10) years from the Effective Date. The Plan shall expire on the
tenth anniversary of the Effective Date.


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                         8. QUALIFIED INCENTIVE OPTIONS

         It is intended that Options granted under this Section 8 shall be
qualified incentive stock options under the provisions of Section 422 of the
Code and the regulations thereunder or corresponding provisions of subsequent
revenue laws and regulations in effect at the time such Options are granted.
Such Options shall be evidenced by stock option agreements in such form and not
inconsistent with this Plan as the Committee or the Board of Directors shall
approve from time to time, which Agreements shall contain in substance the
following terms and conditions:

         (a)      Price. The purchase price for shares purchased upon exercise
will be equal to the Exercise Price. The purchase price of stock deliverable
upon the exercise of a qualified incentive stock option granted to a Ten Percent
Owner under this Section 8 shall be not less than one hundred ten percent (110%)
of the fair market value of the Stock on the day the Option is granted, as
determined by the Board of Directors or the Committee, but in no case less than
the par value of such stock.

         (b)      Number of Shares. The Agreement shall specify the number of
Shares which the Optionee may purchase under such Option, as determined by the
Board of Directors or the Committee.

         (c)      Exercise of Options. The shares subject to the Option may be
purchased in whole or in part by the Optionee in accordance with the terms of
the Agreement from time to time after shareholder approval of the Plan, as
determined by the Board of Directors or the Committee, but in no event later
than ten (10) years from the date of grant of the Option. Notwithstanding the
foregoing, Shares subject to an Option granted to a Ten Percent Owner under this
Section 8 may be purchased from time to time but in no event later than five (5)
years from the date of grant of the Option.

         (d)      Medium and Time of Payment. Stock purchased pursuant to an
Agreement shall be paid for in full at the time of purchase. Payment of the
purchase price shall be in cash or, in lieu of payment of all or part of the
purchase price in cash, the Optionee may surrender to the Company shares of the
Common Stock of the Company valued at the fair market value of such Stock on the
date of exercise of the Option in accordance with the terms of the Agreement and
as determined in good faith by the Board of Directors or the Committee. Upon
receipt of payment, the Company shall, without transfer or issue tax, deliver to
the Optionee (or other person entitled to exercise the Option) a certificate or
certificates for such Shares.

         (e)      Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any Shares covered by an Option until the date of
issuance of the stock certificate to the Optionee for such Shares. Except as
otherwise expressly provided in the Plan, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued.


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         (f)      Nonassignability of Option. No Option shall be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution. During the lifetime of the Optionee, the Option shall be
exercisable only by him or her.

         (g)      Effect of Termination of Employment or Death. In the event
that an Optionee during his or her lifetime ceases to be an employee of the
Company or of any Subsidiary of the Company for any reason (including
retirement) other than death or permanent and total disability, any Option or
unexercised portion thereof which was otherwise exercisable on the date of
termination of employment shall expire unless exercised within a period of three
(3) months from the date on which the Optionee ceased to be an employee, but in
no event after the term provided in the Optionee's Agreement. In the event that
an Optionee ceases to be an employee of the Company or of any Subsidiary of the
Company for any reason (including retirement) other than death or permanent and
total disability prior to the time that an Option or portion thereof becomes
exercisable, such Option or portion thereof which is not then exercisable shall
terminate and be null and void. Whether authorized leave of absence for military
or government service shall constitute termination of employment for the purpose
of this Plan shall be determined by the Board of Directors or the Committee,
which determination shall be final and conclusive.

         In the event that an Optionee during his or her lifetime ceases to be
an employee of the Company or any Subsidiary of the Company by reason of death
or permanent and total disability, any Option or unexercised portion thereof
which was otherwise exercisable on the date such Optionee ceased employment
shall expire unless exercised within a period of one (1) year from the date on
which the Optionee ceased to be an employee, but in no event after the term
provided in the Optionee's Agreement. In the event that an Optionee during his
or her lifetime ceases to be an employee of the Company or any Subsidiary of the
Company by reason of death or permanent and total disability, any Option or
portion thereof which was not exercisable on the date such Optionee ceased
employment may, in the discretion of the Board of Directors or the Committee, be
accelerated and become immediately exercisable for a period of one (1) year from
the date on which the Optionee ceased to be an employee, but in no event shall
the exercise period extend past the term provided in the Optionee's Agreement.

         "Permanent and total disability" as used in this Plan shall be as
defined in Section 22(e)(3) of the Code.

         In the event of the death of an Optionee, the Option shall be
exercisable by his or her personal representatives, heirs or legatees, as
provided herein.

         (h)      Recapitalization. In the event that dividends are payable in
Common Stock of the Company or in the event there are splits, subdivisions or
combinations of shares of Common Stock of the Company, the number of Shares
available under the Plan shall be increased or decreased proportionately, as the
case may be, and the number and Option exercise price of Shares deliverable upon
the exercise thereafter of any Option theretofore granted shall be increased or
decreased proportionately, as the case may be, as determined to be proper and
appropriate by the Board of Directors or the Committee.


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         (i)      Reorganization. In case the Company is merged or consolidated
with another corporation and the Company is not the surviving corporation, or in
case the property or stock of the Company is acquired by another corporation, or
in case of a separation, reorganization, recapitalization or liquidation of the
Company, the Board of Directors of the Company, or the Board of Directors of any
corporation assuming the obligations of the Company hereunder, shall either (i)
make appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company, or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect to the shares of Common Stock of the Company, provided only
that the excess of the aggregate fair market value of the Shares subject to
option immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the Shares
subject to option immediately before such substitution over the purchase price
thereof, or (ii) upon written notice to the Optionee, provide that the Option
(including, in the discretion of the Board of Directors, any portion of such
Option which is not then exercisable) must be exercised within sixty (60) days
of the date of such notice or it will be terminated. If any adjustment under
this Section 8(i) would create a fractional share of Stock or a right to acquire
a fractional share, such shall be disregarded and the number of shares of Stock
available under the Plan and the number of Shares covered under any Options
previously granted pursuant to the Plan shall be the next lower number of shares
of Stock, rounding all fractions downward. An adjustment made under this Section
8(i) by the Board of Directors shall be conclusive and binding on all affected
persons.

         Except as otherwise expressly provided in this Plan, the Optionee shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class, or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or prices of shares of Common Stock subject to an Option.

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

         (j)      Annual Limitation. The aggregate fair market value (determined
at the time the Option is granted) of the shares with respect to which incentive
stock options are exercisable for the first time by an Optionee during any
calendar year (under all incentive stock option plans of the Company and its
Subsidiaries) shall not exceed $100,000. Any excess over such amount shall be
deemed to be related to and part of a non-qualified stock option granted
pursuant to Section 9.


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         (k)      General Restriction. Each Option shall be subject to the
requirement that if at any time the Board of Directors shall determine, in its
reasonable discretion, that the listing, registration or qualification of the
Shares subject to such Option upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Option or the issue or purchase of Shares thereunder, such 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 Board of Directors. Alternatively, such
Options shall be issued and exercisable only upon such terms and conditions and
with such restrictions as shall be necessary or appropriate to effect exemption
from such listing, registration, or other qualification requirement.

                            9. NON-QUALIFIED OPTIONS

         The Board of Directors or the Committee may grant to Eligible Employees
or Eligible Participants Options under the Plan which are not qualified
incentive stock options under the provisions of Section 422 of the Code. Such
non-qualified options shall be evidenced by Agreements in such form and not
inconsistent with this Plan as the Board of Directors or the Committee shall
approve from time to time, which Agreements shall contain in substance the same
terms and conditions as set forth in Section 8 hereof with respect to qualified
incentive stock options; provided, however, that:

                  (i)      the limitations set forth in Sections 8(a) and 8(c)
with respect to Ten Percent Owners shall not be applicable to non-qualified
options granted to any Ten Percent Owner;

                  (ii)     the limitations set forth in Section 8(g) with
respect to termination of employment or death shall not be applicable to
non-qualified option grants, and any such limitations shall be determined on a
case by case basis by the Board of Directors or the Committee at the time of the
non-qualified option grant;

                  (iii)    the limitation set forth in Section 8(j) with respect
to the annual limitation of incentive stock options shall not be applicable to
non-qualified option grants; and

                  (iv)     the limitations set forth in Section 8(a) with
respect to the Exercise Price shall not be applicable to non-qualified option
grants.

                            10. AMENDMENT OF THE PLAN

         The Plan may at any time or from time to time be terminated, modified
or amended by the affirmative vote of not less than a majority of the shares
present and voting thereon by the Company's shareholders at a meeting of the
shareholders at which a quorum is present. The Board of Directors may at any
time and from time to time modify or amend the Plan in any respect, except that
without shareholder approval the Board of Directors may not (1) increase the


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maximum number of Shares for which Options may be granted under the Plan (other
than increases due to changes in capitalization as referred to in Section 8(h)
hereof), or (2) change the class of persons eligible for qualified incentive
options. The termination or any modification or amendment of the Plan shall not,
without the written consent of an Optionee, affect his or her rights under an
Option or right previously granted to him or her. With the written consent of
the Optionee affected, the Board of Directors or the Committee may amend
outstanding option agreements in a manner not inconsistent with the Plan.
Without employee consent, the Board of Directors may at any time and from time
to time modify or amend outstanding option agreements in such respects as it
shall deem necessary in order that incentive options granted hereunder shall
comply with the appropriate provisions of the Code and regulations thereunder
which are in effect from time to time respecting "Qualified Incentive Options."
The Company's Board of Directors may also suspend the granting of Options
pursuant to the Plan at any time and may terminate the Plan at any time;
provided, however, no such suspension or termination shall modify or amend any
Option granted before such suspension or termination unless (1) the affected
participant consents in writing to such modification or amendment or (2) there
is a dissolution or liquidation of the Company.

                               11. BINDING EFFECT

         All decisions of the Board of Directors or the Committee involving the
implementation, administration or operation of the Plan or any offering under
the Plan shall be binding on the Company and on all persons eligible or who
become eligible to participate in the Plan.

                            12. APPLICATION OF FUNDS

         The proceeds received by the Company from the sale of Common Stock
pursuant to Options exercised hereunder will be used for general corporate
purposes.

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