EXHIBIT 10.40

                        2000 INCENTIVE STOCK OPTION PLAN
                                       OF
                          TELSCAPE INTERNATIONAL, INC.

                          (Effective January 31, 2000)

 1.  PURPOSE OF THE PLAN.

      This Incentive Stock Option Plan (the "PLAN") is intended as an employment
incentive, to retain in the employ of Telscape International, Inc. (the
"COMPANY") and any Parent or Subsidiary of the Company (within the meaning of
Section 424(e) or (f) of the Internal Revenue Code of 1986, as amended (the
"CODE"), persons of training, experience and ability, to attract new employees
whose services are considered unusually valuable, to encourage the sense of
proprietorship of such persons, and to stimulate the active interest of such
persons in the development and financial success of the Company. It is further
intended that options issued pursuant to this Plan shall constitute incentive
stock options within the meaning of Section 422 of the Code.

 2.  ADMINISTRATION OF THE PLAN.

     The Board of Directors shall appoint and maintain as administrator of the
Plan a Stock Option Committee (the "COMMITTEE"), which may be the Compensation
Committee of the Board of Directors, which shall consist of at least three
members of the Board of Directors. No member of the Committee shall have been
eligible to participate in the Plan or any other plan of the Company or its
affiliates which entitles participants to acquire stock, stock appreciation
rights or stock options of the Company or its affiliates, other than the
Company's Nonemployee Director Stock Option Plan (the "DIRECTOR Plan"), at any
time within one year prior to appointment. No member of such Committee shall be
eligible to receive stock options ("OPTIONS") under the Plan or any other plan
of the Company or its affiliates which entitles participants to acquire stock,
stock appreciation rights or stock options of the Company or its affiliates,
other than the Director Plan, while serving on the Committee. The Committee
shall serve at the pleasure of the Board of Directors. The Committee shall have
full power and authority to designate participants, to determine the terms and
provisions of respective option agreements (which need not be identical) and to
interpret the provisions and supervise the administration of the Plan. All
decisions and selections made by the Committee pursuant to the provisions of the
Plan shall be made by a majority of its members. Any decision reduced to writing
and signed by all of the members shall be fully effective as if it had been made
by a majority at a meeting duly held. The Committee shall have the authority to
grant in its discretion to the holder of an outstanding Option in exchange for
the surrender and cancellation of such Option, a new Option having a purchase
price per share lower than provided in the Option so surrendered and canceled
and containing such other terms and conditions as the Committee may prescribe in
accordance with the provisions of the Plan. All Options granted under this Plan
are subject to, and may not be exercised before the approval of the Plan, or any
material amendment to the Plan (as set forth in Paragraph 13 of the Plan
("MATERIAL AMENDMENT"), by the affirmative vote of the holders of a majority of
the outstanding shares of the Company present, or represented, and entitled to
vote thereon at a meeting duly held or by the written consent of the holders of
a majority all the outstanding shares of the Company; and FURTHER PROVIDED that
if such approval is not forthcoming within one year of the date of adoption of
this Plan, or the adoption of a Material Amendment, all Options granted pursuant
to those provisions of the Plan that have not been properly approved by the
holders of shares of the Company shall be void.
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3.   DESIGNATION OF PARTICIPANTS.

     The persons eligible for participation in the Plan as recipients of Options
shall include only key employees of the Company or of any Parent or Subsidiary
of the Company. The Directors of the Company shall not be eligible to
participate in the Plan as directors, but Directors otherwise qualified shall be
eligible to participate. An employee who has been granted an Option hereunder
("OPTIONEE") may be granted an additional Option or Options, if the Committee
shall so determine. The aggregate fair market value (determined in accordance
with Paragraph 5 of the Plan as of the time the Option is granted) of the stock
(within the meaning of Section 422(d)(3) of the Code) with respect to which
incentive stock options are exercisable for the first time by any Optionee
during any calendar year (under all such plans of the Company and any Parent and
Subsidiary of the Company) shall not exceed $100,000.

4.   STOCK RESERVED FOR THE PLAN.

     Subject to adjustment as provided in Paragraph 9 hereof, a total of 300,000
shares of Common Stock, par value $.00001 per share ("STOCK"), of the Company
shall be subject to the Plan. The Shares subject to the Plan shall consist of
unissued shares or previously issued shares reacquired and held by the Company,
or any Parent or Subsidiary of the Company, and such amount of shares shall be
and is hereby reserved for sale for such purpose. Any of such shares which may
remain unsold and which are not subject to outstanding Options at the
termination of the Plan shall cease to be reserved for the purpose of the Plan,
but until termination of the Plan the Company shall at all times reserve a
sufficient number of shares to meet the requirements of the Plan. Should any
Option expire or be canceled prior to its exercise in full, the shares
theretofore subject to such Option, to the extent it had not been exercised, may
again be subjected to an Option under the Plan.

5.   OPTION PRICE.

       I. The purchase price of each share subject to an option under this Plan
      shall be not less than 100% of the fair market value of such share on the
      date the Option is granted, but may be at such higher price as the
      Committee in its sole discretion shall determine.

           A. The fair market value of a share on a particular date shall be
      deemed to be (a) in the event the Stock is not listed on a national
      securities exchange or traded in the over-the-counter market, the value
      determined in good faith by the Board of Directors of the Company, which
      determination shall be conclusive, (b) in the event the Stock is listed on
      a national securities exchange, the mean between the highest and lowest
      sales prices per share of the Stock on such exchange on the date, or, if
      there shall have been no sale on that date, on the last preceding date on
      which such a sale or sales were so reported (the "SALE DATE"), or (c) if
      the Stock is traded in the over-the-counter market, the closing sales
      price for a share of such stock if such price is regularly quoted, or, if
      not so quoted, then the mean between the highest closing bid and lowest
      closing asked price for the Stock as reported by the National Association
      of Securities Dealers NASDAQ System on the Sale Date, or if not reported
      by such system the mean between the closing bid and asked price on the
      Sale Date as quoted by such quotation source as shall be designated by the
      Committee.

6.   OPTION PERIOD.

     Options granted under this Plan shall terminate and be of no force and
effect with respect to any shares not previously taken up by the Optionee upon
the expiration of ten (10) years from the date of granting of each such Option
or such earlier date as the Committee, in its sole discretion, may prescribe.

7.   EXERCISE OF OPTIONS.

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     I. The Committee, in granting Options hereunder, shall have discretion to
determine the terms upon which such Options shall be exercisable, subject to the
applicable provisions of the Plan. The Committee may determine to permit any
Option granted hereunder to be exercisable immediately upon the date of grant or
at any time thereafter.

           A. Options may be exercised solely by the Optionee during his
      lifetime or after his death by the person or persons entitled thereto
      under his will or the laws of descent and distribution or pursuant to a
      qualified domestic relations order as defined by the Code or Title I of
      the Employee Retirement Income Security Act, or the rules thereunder.

           B. In the event of termination of employment for any reason other
      than death, disability or retirement, Options may be exercised only with
      respect to the number of shares purchasable at the time of such
      termination.

           C. In the event of the death or disability of the Optionee following
      the date of grant and while in the employment with the Company or any
      Parent or Subsidiary of the Company, and while Options granted hereunder
      are still in force and unexpired under the terms of Paragraph 6 hereof,
      any unmatured installments of the Options shall be accelerated. Such
      acceleration shall be effective as of the date of death. The Options
      outstanding in the name of a deceased Optionee shall thereupon be
      exercisable in full without regard to any installment exercise provisions.

           D. In the event the Optionee terminates his employment because of
      retirement under any retirement plan of the Company or of any Parent or
      Subsidiary of the Company while Options granted hereunder are still in
      force and unexpired under the terms of Paragraph 6 hereof, the Committee
      shall have discretion to permit any unmatured installments of the Options
      to be accelerated as of the date of retirement and the Options shall
      thereupon be exercisable in full without regard to any installment
      exercise provisions.

           E. The purchase price of the shares as to which an Option is
      exercised shall be paid in full at the time of the exercise. Such purchase
      price shall be payable in cash, or at the option of the holder of such
      Option, in Stock theretofore owned by such holder (or any combination of
      cash and such Stock). For purposes of determining the amount, if any, of
      the purchase price satisfied by payment in Stock, such Stock shall be
      valued at its fair market value on the date of exercise in accordance with
      subparagraph (b) of Paragraph 5. Any Stock delivered in satisfaction of
      all or a portion of the purchase price shall be appropriately endorsed for
      transfer and assignment to the Company. No holder of an Option shall be,
      or have any of the rights or privileges of, a stockholder of the Company
      in respect of any shares purchasable upon the exercise of any part of an
      Option unless and until certificates representing such shares shall have
      been issued by the Company to such holders.

     II. The option agreement evidencing any Options granted under this Plan
shall provide that if the Optionee 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 him pursuant to his exercise of an Option granted
under the Plan within the two-year period commencing on the day after the date
of the grant of such Option or within a one-year period commencing on the day
after the date of transfer of the share or shares to him pursuant to the
exercise of such Option, he shall, within ten (10) days of such disposition,
notify the Company thereof and immediately deliver to the Company any amount of
federal income tax withholding required by law.

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8.   RELINQUISHMENT OF OPTIONS; ASSIGNABILITY.

     I. The Committee, in granting Options hereunder, shall have discretion to
determine whether or not Options shall include a right of relinquishment as
hereinafter provided by this Paragraph 8. The Committee shall also have
discretion to determine whether an option agreement evidencing an Option granted
by the Committee shall be amended or supplemented to include such a right of
relinquishment. Neither the Committee nor the Company shall be under any
obligation or incur any liability to any person by reason of the Committee's
refusing to grant or include a right of relinquishment in any Option granted
hereunder or in any option agreement evidencing the same. Subject to the
Committee's determining in any case that the grant by it of a right of
relinquishment is consistent with Paragraph 1 hereof, any Option granted under
the Plan, and the option agreement evidencing such Option, may provide:

          (i) That the Optionee, or his heirs or other legal representatives to
      the extent entitled to exercise the Option under the terms thereof, in
      lieu of purchasing the entire number of shares subject to purchase
      thereunder, shall have the right to relinquish all or any part of the then
      unexercised portion of the Option (to the extent exercisable as provided
      in (iv) herein below) for a number of shares of Stock, for an amount of
      cash or for a combination of Stock and cash, to be determined as follows:

               (A) The written notice of exercise of such right of
            relinquishment, provided for in clause (ii) of this subparagraph
            (a), shall state the percentage, if any, of the Appreciated Value,
            hereinafter defined, which such Optionee elects to receive in cash
            (which percentage is called the "CASH PERCENTAGE"), such Cash
            Percentage to be in increments of 10% of such Appreciated Value to
            100% thereof;

               (B) The number of shares of Stock of the Company, if any,
            issuable pursuant to such relinquishment shall be the number of such
            shares, rounded to the next greater number of full shares, as shall
            be equal to: 100% less the Cash Percentage, times the excess of (1)
            the aggregate current market value of the shares of Stock covered by
            the Option or the portion thereof so relinquished over (2) the
            aggregate purchase price for such shares specified in such Option
            (which excess is called the "APPRECIATED VALUE"), divided by the
            then-current market value per share of such Stock; and

               (C) The amount of cash payable pursuant to such relinquishment
            shall be an amount equal to the Appreciated Value less the aggregate
            current market value of the Stock issued pursuant to such
            relinquishment, if any, which cash shall be paid by the Company
            subject to such conditions as are deemed advisable by the Committee
            to permit compliance by the Company with the withholding provisions
            applicable to employers under the Code (and under any applicable
            State income tax law);

          (ii) That such right of relinquishment may be exercised only upon
      receipt by the Company of a written notice of such relinquishment which
      shall be dated the date of election to make such relinquishment; and that,
      for the purposes of the Plan, such date of election shall be deemed to be
      the date when such notice is sent by registered or certified mail, or when
      receipt is acknowledged by the Company, if mailed by other than registered
      or certified mail or if delivered by hand or by any telegraphic
      communications equipment of the sender or otherwise delivered, which date
      must be no earlier than the third business day following the date of
      public release of the Company's annual and quarterly financial statements
      in

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      accordance with the requirements of Rule 16b-3(c)(1)(ii) of the Securities
      Exchange Act of 1934, as amended ("EXCHANGE ACT") and no later than the
      twelfth business day after such release; provided that, in the event the
      method just described for determining such date of election shall not be
      or remain consistent with provisions of Section 16(b) of the Securities
      Exchange Act of 1934 or the rules and regulations adopted by the
      Securities and Exchange Commission thereunder, as presently existing or as
      may be hereafter amended, which exempt from the operation of said Section
      16(b) in whole or in part any such relinquishment transaction, then such
      date of election shall be determined by such other method consistent with
      said Section 16(b) or rules or regulations as the Committee shall in its
      discretion select and apply;

          (iii) That the "current market value" of a share on a particular date
      shall be deemed to be its fair market value on that date as determined in
      accordance with subparagraph (b) of Paragraph 5; and

          (iv) That the Option, or any portion thereof, may be relinquished only
      to the extent that (A) it is exercisable on the date written notice of
      relinquishment is received by the Company and (B) the Committee, subject
      to the provisions of subparagraph (b) of this Paragraph 8, shall consent
      to the election of the holder of such Option to relinquish such Option as
      set forth in such written notice of relinquishment, and (C) the holder of
      such Option pays, or makes provision satisfactory to the Company for the
      payment of, any taxes which the Company is obligated to collect with
      respect to such relinquishment.

          A. The Committee shall have sole discretion to consent to or
      disapprove any election of a holder of an Option to relinquish such Option
      for Stock and cash as provided in subparagraph (a) of this Paragraph 8.
      Neither the Committee nor the Company shall be under any liability to any
      person by reason of the Committee's disapproval of any election pursuant
      to this subparagraph (b).

          B. The Committee, in granting Options hereunder, shall have discretion
      to determine the terms upon which such Options shall be relinquishable,
      subject to the applicable provisions of the Plan, and including such
      provisions as are deemed advisable to permit the exemption from the
      operation from Section 16(b) of the Securities Exchange Act of 1934 in
      whole or in part of any such transaction involving such relinquishment,
      and Options outstanding, and option agreements evidencing such Options,
      may be amended, if necessary, to permit such exemption. If an Option is
      relinquished, such Option shall be deemed to have been exercised to the
      extent of the number of shares of Stock covered by the Option or part
      thereof which is relinquished, and no further Options may be granted
      covering such shares of Stock.

          C. Neither any Option nor any right to relinquish the same to the
      Company as contemplated by this Paragraph 8 shall be assignable or
      otherwise transferable except by will or the laws of descent and
      distribution or pursuant to a qualified domestic relations order as
      defined by the Code or Title I of the Employee Retirement Income Security
      Act, or the rules thereunder.

          D. No right of relinquishment may be exercised within the first six
      months of the date of grant of such right; provided, however, that this
      limitation shall not apply in the event of death or disability.

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9.        CAPITAL CHANGE OF THE COMPANY; CERTAIN CORPORATE TRANSACTIONS

 I. The existence of this Plan and Options granted hereunder shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Company's Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

           A. The shares with respect to which Options may be granted hereunder
      are shares of the Stock of the Company as presently constituted. If, and
      whenever, prior to the delivery by the Company of all of the shares of the
      Stock which are subject to Options granted hereunder, the Company shall
      effect a subdivision or consolidation of shares or other capital
      readjustment, the payment of a stock dividend, a stock split, combination
      of shares or recapitalization or other increase or reduction of the number
      of shares of the Stock outstanding without receiving compensation therefor
      in money, services or property, the number of shares of Stock available
      under the Plan and the number of shares of Stock with respect to which
      Options granted hereunder may thereafter be exercised shall (i) in the
      event of an increase in the number of outstanding shares, be
      proportionately increased, and the cash consideration payable per share
      shall be proportionately reduced; and (ii) in the event of a reduction in
      the number of outstanding shares, be proportionately reduced, and the cash
      consideration payable per share shall be proportionately increased.

           B. If the Company is reorganized, or merged or consolidated or party
      to a plan of exchange with another corporation or other entity pursuant to
      which reorganization, merger, consolidation or plan of exchange
      stockholders of the Company receive any shares of Stock or other
      securities or if the Company shall distribute ("SPIN OFF") securities of
      another corporation or other entity to its stockholders, there shall be
      substituted for the shares subject to the unexercised portion of
      outstanding Options an appropriate number of shares of (i) each class of
      stock or other securities which were distributed to the stockholders of
      the Company in respect of such shares in the case of a reorganization,
      merger, consolidation or plan of exchange, or (ii) in the case of a Spin
      Off, the securities distributed to stockholders of the Company together
      with shares of Stock, in the case of each of (i) and (ii) above in
      accordance with the provisions of Section 424 of the Code (or other
      applicable provisions of the Code or regulations issued thereunder which
      may from time to time govern the treatment of incentive stock options in
      such a transaction); provided, however, that all such Options may be
      canceled by the Company as of the effective date of (x) a reorganization,
      merger, consolidation, plan of exchange or Spin Off or (y) any dissolution
      or liquidation of the Company, by giving notice to each holder thereof or
      his personal representative of its intention to do so and by permitting
      the purchase for a period of approximately thirty days during the sixty
      days next preceding such effective date of all of the shares subject to
      such outstanding Options, without regard to the installment provisions set
      forth in the option agreement.

           C. Except as hereinbefore expressly provided, the issue by the
      Company of shares of stock of any class, or securities convertible into
      shares of stock of any class, for cash or property, or for labor or
      services, either upon direct sale or upon the exercise of rights or
      warrants to subscribe therefor, or upon conversion of shares or
      obligations of the Company convertible into such shares or other
      securities, shall not affect, and no adjustment by reason thereof shall be
      made with respect to, the number of shares of Stock subject to Options
      granted hereunder.

10.  PURCHASE FOR INVESTMENT.

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     Unless the Options and shares covered by the Plan have been registered
under the Securities Act of 1933, as amended, or the Company has determined that
such registration is unnecessary, each person exercising an Option under the
Plan may be required by the Company to give a representation in writing that he
is acquiring such shares for his own account for investment and not with a view
to, or for sale in connection with, the distribution of any part thereof.

11.  TAXES.

     The Company may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with any
Options granted under the Plan.

12.  EFFECTIVE DATE OF PLAN.

     The Plan shall be effective as of January 31, 2000. This Plan and any
options granted pursuant hereto shall be subject to the approval of the
stockholders of the Company in accordance with the provisions of Rule 16b-3 and
the applicable rules and regulations of the National Securities Dealers
Association, Inc., or any national exchange which are applicable to the Stock of
the Company.

13.  AMENDMENTS OR TERMINATION.

     The Board of Directors may amend, alter or discontinue the Plan, except
that no amendment or alteration shall be made which would impair the rights of
any Optionee under any Option theretofore granted, without his consent, and
except that no amendment or alteration shall be made which, without the approval
of the stockholders, would:

      I. Increase the total number of shares reserved for the purposes of the
Plan, except as is provided in Paragraph 9 of the Plan, or decrease the option
price provided for in Paragraph 5, or change the class of employees eligible to
participate in the Plan as provided in Paragraph 3; or

      A.  Extend the option period provided for in Paragraph 6; or

      B. Materially increase the benefits accruing to Optionees under the Plan;
or

      C. Materially modify the requirements as to eligibility for participation
in the Plan.

14.  HOLDING PERIOD.

     The Options and all underlying shares granted pursuant to the terms of the
Plan may not be transferred, assigned or otherwise disposed of for six months
and one day following the respective date of grant for each such Option. The
exercise of such Options shall not be deemed a disposition for the purpose of
this paragraph.

15.  GOVERNMENT REGULATIONS.

     The Plan, and the granting and exercising of Options thereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.

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