EXHIBIT 10.6


                              CORECOMM INCORPORATED
                             1992 STOCK OPTION PLAN
                 (AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1997)

1. PURPOSE; CONSTRUCTION.

     This CoreComm  Incorporated 1992 Stock Option Plan, as amended and restated
effective May 1, 1997 (the "Plan"),  is intended to encourage stock ownership by
employees of CoreComm  Incorporated  (the  "Corporation")  and its divisions and
subsidiary  corporations  and  other  affiliates,  so that they may  acquire  or
increase their  proprietary  interest in the Corporation,  and to encourage such
employees  and  directors  who are  employees  to  remain  in the  employ of the
Corporation or its  affiliates and to put forth maximum  efforts for the success
of the business.  It is further intended that options ("Options") granted by the
Committee  pursuant to Section 6 of this Plan shall constitute  "incentive stock
options"  ("Incentive  Stock Options")  within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and the regulations issued thereunder
(the  "Code") , and options  granted by the  Committee  pursuant to Section 7 of
this Plan shall constitute  "nonqualified  stock options"  ("Nonqualified  Stock
Options")

2. DEFINITIONS.

     As used in this  Plan,  the  following  words and  phrases  shall  have the
meanings indicated:

     (a)  "DISABILITY"  shall  mean an  Optionee's  inability  to  engage in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment that can be expected to result in death or that has lasted or
can be  expected  to last for a  continuous  period of not less than twelve (12)
months.

     (b)  "EXCHANGE  ACT" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     (c) "FAIR MARKET VALUE" per share as of a particular date shall mean (I) if
the  shares of  common  stock,  par value  $.0l per  share,  of the  Corporation
("Common Stock") are then traded on an  over-the-counter  market, the average of
the  closing  bid and  asked  prices  for the  shares  of  Common  Stock in such
over-the-counter marker for the last preceding date on which there was a sale of
such Common  Stock in such  market,  (ii) if the shares of Common Stock are then
listed on the Nasdaq Stock Market's National Market or other national securities
exchange,  the closing sales price per share on the date of grant or on the last
preceding  date on which there was a sale of such Common Stock on such exchange,
or (iii) if the shares of Common Stock are not then
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traded  in  an  over-the-counter  market  or  listed  on  Nasdaq  or a  national
securities  exchange,  such  value  as  the  Committee  in  its  discretion  may
determine.

     (d) "OPTIONEE" shall mean a person who has been granted an Option under the
Plan.

     (e)  "PARENT  CORPORATION"  shall  mean  any  corporation  (other  than the
Corporation)  in an unbroken  chain of  corporations  ending  with the  employer
corporation  if, at the time of  granting  an Option,  each of the  corporations
other than the employer corporation owns stock possessing fifty percent (50%) or
more of the total  combined  voting  power of all classes of stock in one of the
other corporations in such chain.

     (f) "RULE 16b-3" shall mean Rule 16b-3  promulgated under Section 16 of the
Exchange Act (or any other comparable  provisions in effect at the time or times
in question)

     (g) "SUBSIDIARY  CORPORATION"  shall mean any  corporation  (other than the
Corporation)  in an unbroken chain of  corporations  beginning with the employer
corporation  if, at the time of  granting  an Option,  each of the  corporations
other than the last  corporation  in the  unbroken  chain owns stock  possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

     (h) "TEN PERCENT  STOCKHOLDER"  shall mean an Optionee  who, at the time an
Incentive Stock Option is granted,  owns stock  possessing more than ten percent
(10%)  of the  total  combined  voting  power  of all  classes  of  stock of the
Corporation or of its Parent or Subsidiary Corporations.

3. ADMINISTRATION.

     The Plan shall be administered by the  Compensation and Option Committee of
the Corporation's Board of Directors or such other committee appointed either by
the Board of Directors of the Corporation (the "Board") or by such  Compensation
and  Option  Committee  (the  "Committee");  provided,  however,  to the  extent
determined  necessary to satisfy the  requirements  for  exemption  from Section
16(b) of the Exchange Act, with respect to the  acquisition  or  disposition  of
securities  hereunder,  action by the  Committee may be by a  subcommittee  of a
committee of the Board composed solely of two or more " non-employee directors,"
within the meaning of Rule 16b-3,  appointed by the Board or by the Compensation
and Option  Committee of the Board, or by a committee  composed solely of two or
more "non-employee  directors," within the meaning of Rule 16b-3, as a result of
the recusal of those members who do not qualify as non-employee directors; and,


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provided further, to the extent determined necessary to satisfy the requirements
for the  exception for qualified  performance-based  compensation  under Section
162(m)  of the Code  and the  treasury  regulations  thereunder,  action  by the
Committee  may be by a  committee  comprised  solely  of two  or  more  "outside
directors,  " within the meaning of Section  162(m) of the Code and the treasury
regulations thereunder, appointed by the Board or by the Compensation and Option
Committee.  Notwithstanding  anything  in the Plan to the  contrary,  and to the
extent  determined to be necessary to satisfy an exemption under Rule 16b-3 with
respect  to  a  grant  hereunder  (and,  as  applicable,  with  respect  to  the
disposition  to  the  Corporation  of a  security  hereunder),  or as  otherwise
determined  advisable by the Committee,  the terms of such grant and disposition
under the Plan shall be subject to the prior  approval  of the Board.  Any prior
approval  of the  Board,  as  provided  in the  preceding  sentence,  shall  not
otherwise  limit or restrict the authority of the Committee to make grants under
the Plan, including,  but not limited to, the authority of the Committee to make
grants qualifying for the performance-based compensation exception under Section
162(m) of the Code and the treasury regulations thereunder.

     The Committee  shall have the authority in its  discretion,  subject to and
not inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to it
under the Plan or  necessary or  advisable  in the  administration  of the Plan,
including,  without  limitation,  the authority to grant  Options;  to determine
which Options shall  constitute  Incentive Stock Options and which Options shall
constitute  Nonqualified  Stock Options;  to determine the purchase price of the
shares  of  Common  Stock  covered  by each  Option  (the  "Option  Price") ; to
determine the persons to whom, and the time or times at which,  Options shall be
granted;  to  determine  the number of shares to be covered by each  Option;  to
interpret  the Plan;  to  prescribe,  amend and  rescind  rules and  regulations
relating  to the Plan;  to  determine  the terms and  provisions  of the  Option
Agreements (which need not be identical)  entered into a connection with Options
granted under the Plan; and to make all other determinations deemed necessary or
advisable for the  administration of the Plan. The Committee may delegate to one
or more of its members or to one or more agents such administrative duties as it
may deem  advisable,  and the  Committee or any person to whom it has  delegated
duties as aforesaid may employ one or more persons to render advice with respect
to any responsibility the Committee or such person may have under the Plan.

     The Board shall fill all vacancies,  however caused, in the Committee.  The
Board may from time to time appoint additional members to the Committee, and may
at any time remove one or more  Committee  members and  substitute  others.  One
member of the


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Committee may be selected by the Board as chairman. The Committee shall hold its
meetings at such times and places as it shall deem advisable. All determinations
of the Committee  shall be made by a majority of its members  either  present in
person or  participating  by  conference  telephone at any meeting or by written
consent.  The  Committee  may  appoint  a  secretary  and make  such  rules  and
regulations  for the  conduct of its  business as it shall deem  advisable,  and
shall keep minutes of its meetings.

     No member of the Board or Committee shall be liable for any action taken or
determination  made in good faith with respect to the Plan or any Option granted
hereunder.

4. ELIGIBILITY.

     Options may be granted (i) to  employees  (including,  without  limitation,
officers and directors who are  employees)  of the  Corporation,  its present or
future divisions and Subsidiary  Corporation and Parent  Corporation and (ii) in
the case of  Nonqualified  Stock  Options,  also to employees  of an  affiliated
entity of the Corporation  (an  "Affiliated  Entity") which is designated by the
Board to  participate  in the Plan. In  determining  the persons to whom Options
shall be granted  and the number of shares to be  covered  by each  Option,  the
Committee  shall take into account the duties of the respective  persons,  their
present and potential  contributions  to the success of the Corporation and such
other  factors  as  the  Committee   shall  deem  relevant  in  connection  with
accomplishing  the  purpose  of the Plan.  A person  to whom an option  has been
granted hereunder is sometimes referred to herein as an "Optionee."

     An Optionee  shall be eligible to receive  more than one grant of an Option
during  the  term  of the  Plan,  but  only  on the  terms  and  subject  to the
restrictions hereinafter set forth.

5. STOCK.

     The stock subject to Options hereunder shall be shares of the Corporation's
Common Stock.  Such shares may, in whole or in part, be authorized  but unissued
shares  or  shares  that  shall  have  been or  that  may be  reacquired  by the
Corporation.  The aggregate number of shares of Common Stock as to which Options
may be granted from time to time under the Plan shall not exceed 1,848,000.  The
limitation  established by the preceding sentence shall be subject to adjustment
as provided in Section 8(j) hereof.

     In the event  that any  outstanding  Option  under the Plan for any  reason
expires or is cancelled, surrendered or otherwise terminated without having been
exercised  in full,  the shares of Common  Stock  allocable  to the  unexercised
portion of such Option


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shall  (unless  the Plan  shall  have  been  terminated)  become  available  for
subsequent grants of Options under the Plan.  Notwithstanding the foregoing, the
expiration,  cancellation,  surrender or termination of an Option, to the extent
consistent  with  Section  162(m)  of the  Code  and  the  treasury  regulations
thereunder,  shall not be  disregarded  for purposes of applying the  individual
limit on the maximum number of shares,  as provided in Section 8(f), that may be
purchased in connection  with Options granted under the Plan with respect to any
individual.

6. INCENTIVE STOCK OPTIONS.

     Options  granted  pursuant to this  Section 6 are  intended  to  constitute
Incentive Stock Options and shall be subject to the following  special terms and
conditions, in addition to the general terms and conditions specified in Section
8 hereof.

     (a) VALUE OF SHARES.  In no event may Incentive Stock Options be granted to
an Optionee to the extent that the aggregate Fair Market Value (determined as of
the date the  Incentive  Stock  Option is granted) of the shares of Common Stock
with respect to which such Options  granted under this Plan and all other option
plans of the  Corporation and any Parent or Subsidiary  Corporation  which would
become  exercisable  for the first time by an Optionee  during any calendar year
exceeds $100,000.

     (b) TEN  PERCENT  STOCKHOLDER.  In the case of an  Incentive  Stock  Option
granted to a Ten  Percent  Stockholder,  (i) the Option  Price shall not be less
than one hundred ten  percent  (110%) of the Fair Market  Value of the shares of
Common Stock of the  Corporation  on the date of grant of such  Incentive  Stock
Option,  and (ii) the  exercise  period shall not exceed five (5) years from the
date of grant of such Incentive Stock Option.

7. NONQUALIFIED STOCK OPTIONS.

     Options  granted  pursuant to this  Section 7 are  intended  to  constitute
Nonqualified  Stock  Options and shall be subject only to the general  terms and
conditions specified in Section 8 hereof.

8. TERMS AND CONDITIONS OF OPTIONS.

     Each Option  granted  pursuant to the Plan shall be  evidenced by a written
Option  agreement  (an  "Option  Agreement")  between  the  Corporation  and the
Optionee,  which  agreement  shall  comply with and be subject to the  following
terms and conditions:

     (a) NUMBER OF  SHARES.  Each  Option  Agreement  shall  state the number of
shares of Common Stock to which the Option relates.


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<PAGE>


     (b) TYPE OF OPTION.  Each Option Agreement shall specifically  identify the
portion,  if any, of the Option which  constitutes an Incentive Stock Option and
the portion, if any, which constitutes a Nonqualified Stock Option.

     (c) OPTION  PRICE.  Each Option  Agreement  shall  state the Option  Price,
which,  in the case of  Incentive  Stock  Options,  shall  be not less  than one
hundred percent (100%) of the Fair Market Value of the shares of Common Stock of
the  Corporation on the date of grant of the Option,  and which,  in the case of
Nonqualified Stock Options,  shall in no event be less than eighty-five  percent
(85%) of the Fair Market Value of the shares of Common Stock of the  Corporation
on the date of  grant of the  Option.  The  Option  Price  shall be  subject  to
adjustment as provided in Section 8(j) hereof.  An Option shall be considered to
be granted on the later of the date the Committee adopts a resolution  expressly
granting such Option or the date the Plan is approved by the stockholders of the
Company.

     (d) MEDIUM AND TIME OF  PAYMENT.  Options may be  exercised  in whole or in
part at any time during the option period by giving  written  notice of exercise
to the Corporation specifying the number of shares to be purchased,  accompanied
by payment of the purchase price. Payment of the purchase price shall be made in
such  manner as the  Committee  may provide in the Option  Agreement,  which may
include cash  (including  cash  equivalents,  such as by certified or bank check
payable to the Corporation) delivery of unrestricted shares of Common Stock that
have been owned by the Optionee or, as applicable,  a permissible transferee (as
provided In Section 8(i)) for at least six months, any other manner permitted by
law as determined by the Committee, or any combination of the foregoing.

     (e) TERM AND EXERCISE OF OPTIONS.  Options  shall be  exercisable  over the
exercise  period as and at the times and upon the conditions  that the Committee
may determine, as reflected in the Option Agreement; provided, however, that the
Committee  shall have the  authority to  accelerate  the  exercisability  of any
outstanding  Option at such time and under such circumstances as it, in its sole
discretion, deems appropriate; and further provided, however, that such exercise
period  shall not exceed  ten (10) years from the date of grant of such  Option.
The  exercise  period  shall be subject to earlier  termination  as  provided in
Section 8(g) and 8(h) hereof. An Option may be exercised,  as to any or all full
shares of Common Stock as to which the Option has become exercisable,  by giving
written notice of such exercise to the Committee or to such individual(s) as the
Committee may from time to time designate.


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     (f) LIMITATION ON AWARDS. Commencing with the 1996 calendar year, grants of
options  under the Plan to any  individual in any calendar year shall be limited
to Options to purchase no greater than 300,000 shares of Common Stock.

     (g)  TERMINATION.  Except as provided in this  Section  8(g) and in Section
8(h) hereof,  an Option may not be exercised  unless the Optionee is then in the
employ of the  Corporation  or a division or any  corporation  which was, at the
time of grant of such Option,  a Subsidiary  Corporation  or Parent  Corporation
thereof  (or a  corporation  or a  Parent  or  Subsidiary  Corporation  of  such
corporation  issuing or assuming the Option in a  transaction  to which  Section
424(a) of the Code applies) or an Affiliated Entity, and unless the Optionee has
remained  continuously so employed since the date of grant of the Option. In the
event that the employment of an Optionee shall  terminate  (other than by reason
of death, Disability or, in the case of Nonqualified Stock Options, retirement),
all  Options  granted to such  Optionee  or  transferred  by such  Optionee  (as
provided in Section 8(i)) that are  exercisable at the time of such  termination
may,  unless  earlier  terminated in accordance  with their terms,  be exercised
within three (3) months after such termination;  provided,  however, that if the
employment of an Optionee  shall  terminate for cause,  all Options  theretofore
granted to such Optionee or transferred by such Optionee (as provided in Section
8(i))  shall,  to the extent not  theretofore  exercised,  terminate  forthwith.
Nothing in the Plan or in any Option granted  pursuant  hereto shall confer upon
an individual  any right to continue in the employ of the  Corporation or any of
its  divisions,  Parent or Subsidiary  Corporations  or  Affiliated  Entities or
interfere  in any way with the right of the  Corporation  or any such  division,
Parent  or  Subsidiary  Corporation  or  Affiliated  Entity  to  terminate  such
employment.

     (h) DEATH,  DISABILITY OR RETIREMENT OF OPTIONEE.  If an Optionee shall die
while employed by the Corporation or a division or any corporation which was, at
the time of grant of such Option, a Subsidiary Corporation or Parent Corporation
thereof  (or a  corporation  or a  Parent  or  Subsidiary  Corporation  of  such
corporation  issuing or assuming the Option in a  transaction  to which  Section
424(a) of the Code applies) or an Affiliated  Entity, or within three (3) months
after the  termination of such Optionee' s employment,  other than for cause, or
if the Optionee's  employment shall terminate by reason of Disability or, in the
case of Nonqualified Stock Options,  retirement, all Options theretofore granted
to such Optionee or transferred by such Optionee (as provided in Section 8(i)) ,
to the  extent  otherwise  exercisable  at the time of death or  termination  of
employment,  may,  unless earlier  terminated in accordance with their terms, be
exercised  by the  Optionee  or by the  Optionee's  estate  or by a  person  who
acquired the right to


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exercise such Option by bequest or  inheritance  or otherwise by reason of death
or Disability of the Optionee or by a transferee  (as provided in Section 8(i)),
at any time within one year after the date of death, Disability or retirement of
the Optionee.

     (i) NONTRANSFERABILITY OF OPTIONS. Except as provided in this Section 8(i),
no Option  granted  hereunder  shall be  transferable  by the  Optionee  to whom
granted,  other than by will or the laws of descent  and  distribution,  and the
Option  may be  exercised  during  the  lifetime  of such  Optionee  only by the
Optionee or such Optionee's guardian or legal representative.  To the extent the
Option  Agreement so provides,  and subject to such  conditions as the Committee
may  prescribe,  an Optionee may, upon  providing  written notice to the General
Counsel of the  Corporation,  elect to transfer the  Nonqualified  Stock Options
granted to such  Optionee  pursuant  to such  agreement,  without  consideration
therefor,  to members of his or her "immediate family" (as defined below) , to a
trust or trusts  maintained  solely for the benefit of the  Optionee  and/or the
members of his or her  immediate  family,  or to a partnership  or  partnerships
whose only partners are the Optionee  and/or the members of his or her immediate
family.  Any  purported  assignment,   alienation,   pledge,  attachment,  sale,
transfer,  or encumbrance that does not qualify as a permissible  transfer under
this  Section  8(i)  shall be void and  unenforceable  against  the Plan and the
Corporation.  For purposes of this Section  8(i),  the term  "immediate  family"
shall mean,  with  respect to a  particular  Optionee,  the  Optionee's  spouse,
children or  grandchildren,  and such other  persons as may be determined by the
Committee.  The terms of any such  Option and the Plan  shall be binding  upon a
permissible transferee, and the beneficiaries,  executors, administrators, heirs
and successors of the Optionee and, as applicable, a permissible transferee.

     (j) EFFECT OF CERTAIN CHANGES.

          (1) If there is any  change in the  number  of shares of Common  Stock
     through the  declaration of stock or cash  dividends,  or  recapitalization
     resulting in stock splits,  or  combinations or exchanges of such shares or
     other  corporate   transactions   affecting  the   capitalization   of  the
     Corporation,  the aggregate  number of shares of Common Stock available for
     Options,  the  aggregate  number of shares of Common  Stock  available  for
     distribution  under  the Plan to any  single  individual  with  respect  to
     Options granted hereunder, the number of such shares covered by outstanding
     Options,  the  number of shares set forth in  Section  8(f)  hereof and the
     price per share of such Options  shall be  proportionately  adjusted by the
     Committee  to reflect  any  increase  or  decrease  in the number of issued
     shares of Common  Stock;  provided,  however,  that any  fractional  shares
     resulting from such adjustment shall be eliminated. In the


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     event of any other extraordinary corporate transaction,  including, but not
     limited to  distributions  of cash or other  property to the  Corporation's
     shareholders,  the Committee may equitably adjust outstanding Options as it
     deems appropriate.

          (2) In the event of the proposed  dissolution  or  liquidation  of the
     Corporation,  in  the  event  of  any  corporate  separation  or  division,
     including,  but not limited to, split-up,  split-off or spin-off, or in the
     event  of a  merger  or  consolidation  of  the  Corporation  with  another
     corporation,  the Committee may provide that the holder of each Option then
     exercisable  shall  have the right to  exercise  such  Option  (at its then
     Option  Price)  solely for the kind and amount of shares of stock and other
     securities,  property, cash or any combination thereof receivable upon such
     dissolution, liquidation, or corporate separation or division, or merger or
     consolidation by a holder of the number of shares of Common Stock for which
     such  Option  might  have  been   exercised   immediately   prior  to  such
     dissolution, liquidation, or corporate separation or division, or merger or
     consolidation;  or the Committee may provide, in the alternative, that each
     Option  granted under the Plan shall  terminate as of a date to be fixed by
     the  Committee;  provided,  however,  that not less than  thirty (30) days'
     written  notice of the date so fixed shall be given to each  Optionee,  who
     shall have the right,  during the period of thirty (30) days preceding such
     termination,   to  exercise  the  Options  (unless  earlier  terminated  in
     accordance  with their terms) as to all or any part of the shares of Common
     Stock covered thereby,  including shares as to which such Options would not
     otherwise be exercisable;  provided,  further, that failure to provide such
     notice shall not invalidate or affect the action with respect to which such
     notice was required.

          (3) If while unexercised Options remain outstanding under the Plan -

               (i) any  corporation,  person  or other  entity  (other  than the
          Corporation) makes a tender or exchange offer for shares of the Common
          Stock pursuant to which purchases are made ("Offer"), or

               (ii) the  stockholders  of the  Corporation  approve a definitive
          agreement to merge or consolidate the Corporation with or into another
          corporation  or to sell or otherwise  dispose of all or  substantially
          all of its assets, or adopt a plan of liquidation, or

               (iii) the "beneficial ownership" (as defined


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          in Rule 13d-3 under the Exchange Act) of securities  representing more
          than 15% of the combined  voting power of the  Corporation is acquired
          by any "person" as defined in Sections 13(d) and 14(d) of the Exchange
          Act, or

               (iv) during any period of two consecutive years,  individuals who
          at the  beginning  of such period were  members of the Board cease for
          any reason to  constitute  at least a  majority  thereof  (unless  the
          election,   or  the  nomination  for  election  by  the  Corporation's
          stockholders,  of each new director was approved by a vote of at least
          two-thirds of the directors then still in office who were directors at
          the beginning of such period)

     then from and after the date of the first purchase of Common Stock pursuant
     to such Offer, or the date of any such stockholder approval or adoption, or
     the date on which public announcement of the acquisition of such percentage
     shall have been made, or the date on which the change in the composition of
     the Board set forth above shall have occurred, whichever is applicable (the
     applicable date being referred to hereinafter as the "Acceleration Date") ,
     all  Options  shall  be  exercisable  in  full,  whether  or not  otherwise
     exercisable.  Following the Acceleration  Date, the Committee shall, in the
     case of a merger,  consolidation or sale or disposition of assets, promptly
     make an appropriate  adjustment to the number and class of shares of Common
     Stock available for Options,  and to the amount and kind of shares or other
     securities or property  receivable upon exercise of any outstanding Options
     after the effective date of such transaction, and the price thereof.


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          (4)  Paragraphs  (2) and (3) of this Section 8(j) shall not apply to a
     merger or consolidation  in which the Company is the surviving  corporation
     and shares of Common Stock are not  converted  into or exchanged for stock,
     securities  of any other  corporation,  cash or any  other  thing of value.
     Notwithstanding  the preceding  sentence,  in case of any  consolidation or
     merger of another corporation into the Corporation in which the Corporation
     is the surviving  corporation and in which there is a  reclassification  or
     change  (including a change to the right to receive cash or other property)
     of the shares of Common  Stock  (other than a change in par value,  or from
     par value to no par value,  or as a result of a subdivision or combination,
     but  including any change in such shares into two or more classes or series
     of shares),  the  Committee may provide that the holder of each Option then
     exercisable  shall have the right to exercise  such  Option  solely for the
     kind and amount of shares of stock and other securities (including those of
     any new direct or indirect parent of the  Corporation) , property,  cash or
     any  combination  thereof  receivable upon such  reclassification,  change,
     consolidation  or  merger by the  holder of the  number of shares of Common
     Stock for which such Option might have been exercised.

          (5) In the event of a change in the Common Stock of the Corporation as
     presently  constituted,  which  is  limited  to a  change  of  all  of  its
     authorized  shares  with par value  into the same  number of shares  with a
     different  par value or without par value,  the shares  resulting  from any
     such change  shall be deemed to be the Common  Stock  within the meaning of
     the Plan.

          (6) To the extent that the  foregoing  adjustments  relate to stock or
     securities  of the  Corporation,  such  adjustments  shall  be  made by the
     Committee,  whose determination in that respect shall be final, binding and
     conclusive,  provided that each Incentive Stock Option granted  pursuant to
     this Plan shall not be adjusted in a manner that causes such Option to fail
     to continue to qualify as an Incentive  Stock Option  within the meaning of
     Section 422 of the Code.


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<PAGE>


          (7) Except as  hereinbefore  expressly  provided in this Section 8(j),
     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 Corporation 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
     price of shares of Common  Stock  subject  to the  Option.  The grant of an
     Option  pursuant to the Plan shall not affect in any way the right or power
     of the Corporation to make adjustments, reclassifications,  reorganizations
     or  changes  of its  capital  or  business  structures  or to  merge  or to
     consolidate  or to dissolve,  liquidate or sell, or transfer all or part of
     its business or assets.

     (k) RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an Option shall
have no rights as a stockholder with respect to any shares covered by the Option
until the date of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends  (ordinary or  extraordinary,  whether in
cash,  securities or other  property) or  distribution of other rights for which
the record date is prior to the date such stock certificate is issued, except as
provided in Section 8(j) hereof.

     (1)  RIGHTS  AS AN  EMPLOYEE.  Nothing  in the  Plan  or in any  instrument
executed  pursuant  to the Plan  will  confer  upon any  Optionee  any  right to
continue in the employ of the Corporation or affect the right of the Corporation
to terminate the employment of any Optionee at any time with or without cause.

     (m) OTHER  PROVISIONS.  The Option  Agreements  authorized  under the Plan
shall contain such other  provisions,  including,  without  limitation,  (i) the
imposition of restrictions upon the exercise of an Option,  and (ii) in the case
of an Incentive  Stock Option,  the inclusion of any condition not  inconsistent
with such Option qualifying as an Incentive Stock Option, as the Committee shall
deem advisable.

9. AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.

     If the  Committee  shall so  require,  as a  condition  of  exercise,  each
Optionee shall agree that

     (a) no later than the date of exercise of any Option granted hereunder, the
Optionee will pay to the  Corporation or make  arrangements  satisfactory to the
Committee regarding payment


                                       12
<PAGE>


of any federal,  state or local taxes of any kind required by law to be withheld
upon the exercise of such Option, and

     (b) the Corporation shall, to the extent permitted or required by law, have
the right to deduct  federal,  state and local taxes of any kind required by law
to be  withheld  upon the  exercise  of such Option from any payment of any kind
otherwise due to the Optionee.

10. TERMS OF PLAN.

     Options  may be  granted  pursuant  to the Plan from time to time  within a
period of ten (10) years from the date the Plan is adopted by the Board,  or the
date the Plan is approved by the stockholders of the  Corporation,  whichever is
earlier.

11. AMENDMENT AND TERMINATION OF THE PLAN.

     The Board at any time and from time to time may suspend,  terminate, modify
or  amend  the  Plan;  provided,   however,  that  no  amendment  that  requires
stockholder   approval  under  applicable  Delaware  law,  under  the  rules  or
regulations of any securities exchange or regulatory agency, or in order for the
Plan to continue to comply with Rule 16b-3 or, if applicable, to comply with the
exception for qualified  performance-based  compensation  under Code Section 162
(in), or in order for Options intended to constitute  Incentive Stock Options to
satisfy the  requirements  of Section 422 of the Code shall be effective  unless
the same shall be  approved by the  requisite  vote of the  stockholders  of the
Corporation. Except as provided in Section 8 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any Option previously
granted,  unless  the  written  consent of the  Optionee  or, as  applicable,  a
permissible transferee (as provided in Section 8(i)) is obtained.

12. INTERPRETATION.

     The Plan is  designed  and  intended  to comply with Rule 16b-3 and, to the
extent  applicable,  Sections  162(m)  and 422 of the Code,  and all  provisions
hereof shall be construed in a manner to so comply.

13. APPROVAL AND RATIFICATION BY STOCKHOLDERS.

     The Plan shall take effect as set forth in Section 16 upon its  adoption by
the Board of Directors, but shall be subject to its approval and ratification by
the holders of a majority of the issued and  outstanding  shares of Common Stock
of the  Corporation,  which approval and  ratification  must occur within twelve
months after the date that the Plan is adopted by the Board.


                                       13
<PAGE>


14. EFFECT OF HEADINGS.

     The section and subsection  headings  contained  herein are for convenience
only and shall not affect the construction hereof.

15. GOVERNING LAW.

     The Plan shall be governed by the laws of the State of Delaware.

16. EFFECTIVE DATE OF PLAN.

     The  effective  date of the Plan is the date  the  Plan is  adopted  by the
Board.







                                       14
<PAGE>


                              CORECOMM INCORPORATED
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                 (AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1997)


1. PURPOSE; CONSTRUCTION.

     The  purpose of this  CoreComm  Incorporated  Non-Employee  Director  Stock
Option Plan, as amended and restated  effective May 1. 1997 (the "Plan").  is to
encourage  stock ownership by  non-employee  directors of CoreComm  Incorporated
(the "Corporation") in order to increase their identification with the interests
of the Corporation's shareholders,  and to encourage such directors to remain in
the service of the  Corporation and to put forth maximum efforts for the success
of the business.

2. DEFINITIONS.

     As used in this  Plan,  the  following  words and  phrases  shall  have the
meanings indicated:

     (a)  "BOARD" shall mean the Board of Directors of the Corporation.

     (b)  "CODE" shall mean the Internal Revenue Code of 1986. as amended.

     (c)  "COMMON STOCK" shall mean the common stock,  par value 5.01 per share.
          of the Corporation.

     (d)  "DISABILITY"  shall  mean an  Optionee's  inability  to  engage in any
          substantial  gainful activity by reason of any medic ally determinable
          physical or mental  impairment that can be expected to result in death
          or that has lasted or can be expected to last for a continuous  period
          of not less than twelve (12) months.

     (e)  "FAIR MARKET  VALUE" per share as of a particular  date shall mean (i)
          if the Common Stock is then traded on an over-the-counter  market. the
          average of the  closing bid and asked  prices for the Common  Stock in
          such  over-the-counter  market on such  date or on the last  preceding
          date on which  there was a sale of such Common  Stock in such  market.
          (ii) if the Common Stock is then admitted to quotation on the National
          Association  of  Securities   Dealers   Automated   Quotation   System
          ("NASDAQ")  or  another  comparable  quotation  system  and  has  been
          designated as a National  Market System  ("NMS")  security,  or if the
          Common  Stock is then listed on a national  securities  exchange,  the
          closing  sales  price per share on such date or on the last  preceding
          date on which there was a sale of such Common  Stock,  or (iii) if the
          Common  Stock  is  not  then  traded  in an  over-the-counter  market,
          admitted to quotation on NASDAQ or other comparable  quotation system,
          or  listed  on a  national  securities  exchange,  such  value  as the
          Committee in its discretion may determine.


<PAGE>


     (f)  "OPTION" shall mean a stock option granted pursuant to the Plan.


     (g)  "OPTIONEE"  shall  mean a person  to whom an Option  has been  granted
          under the Plan.

3. ADMINISTRATION.

     The Plan shall be administered  by the  Compensation  and Option  Committee
(the "Committee") established by the Board.

     The Committee  shall have the powers vested in it by the terms of the Plan,
such powers to include the  authority  to prescribe  the form of the  agreements
embodying awards of Options made under the Plan. The Committee shall, subject to
and not inconsistent with the express provisions of the Plan, have the authority
to  administer  the Plan and to exercise all the powers and  authorities  either
specifically  granted  to it under the Plan or  necessary  or  advisable  in the
administration  of the Plan,  including  without  limitation,  the  authority to
prescribe,  amend and rescind rules and regulations relating to the Plan; and to
make  all  other   determinations   deemed   necessary  or  advisable   for  the
administration of the Plan.

     The  Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any person to whom it has  delegated  duties as aforesaid may employ one or more
persons to render  advice with respect to any  responsibility  the  Committee or
such person may have under the Plan.

     The Board shall fill all vacancies,  however caused, in the Committee.  The
Board may from time to time appoint additional members to the Committee, and may
at any time remove one or more  Committee  members and  substitute  others.  One
member of the Committee may be selected by the Board as chairman.  The Committee
shall hold its meetings at such times and places as it shall deem advisable. All
determinations  of the  Committee  shall be made by a  majority  of its  members
either present in person or participating by conference telephone at any meeting
or by written  consent.  The  Committee  may appoint a  secretary  and make such
rules.  and  regulations  for the  conduct  of its  business  as it  shall  deem
advisable, and shall keep minutes of its meetings.

     No member of the Board or Committee shall be liable for any action taken or
determination  made in good faith with respect to the Plan or any Option granted
hereunder.

4. ELIGIBILITY.

     Each member of the Board who is not an employee of the  Corporation  or any
of its  affiliates  (a  "Non-Employee  Director")  shall be  granted  Options in
accordance with Section 6 here of. The adoption of this Plan shall not be deemed
to give any  director  any right to be granted an Option to  purchase  shares of
Common Stock, other than in accordance with the terms of this Plan.


                                       2
<PAGE>


5. STOCK.

     The stock  subject  to  Options  granted  hereunder  shall be shares of the
Corporation's  Common Stock. Such shares may. in whole or in part. be authorized
but unissued  shares or shares that shall have been or that may be reacquired by
the  Corporation.  The  aggregate  number of shares of Common  Stock as to which
Options  may be  granted  from  time to time  under the Plan  shall  not  exceed
295,000.  The limitation  established by the preceding sentence shall be subject
to adjustment as provided in Section 6(k) hereof.

     In the event  that any  outstanding  Option  under the Plan for any  reason
expires or is canceled,  surrendered or otherwise terminated without having been
exercised  in full.  the shares of Common  Stock  allocable  to the  unexercised
portion of such Option shall (unless the Plan shall have been terminated) become
available for subsequent grants of Options under the Plan.

6. TERMS AND CONDITIONS OF OPTIONS.

     Each Option  granted  pursuant to the Plan shall be  evidenced by a written
agreement between the Corporation and the Optionee in such form as the Committee
shall  prescribe  from time to time.  which  agreement  shall comply with and be
subject to the following terms and conditions:

     (a) INITIAL  GRANTS.  On the date of the  Distribution,  each  Non-Employee
Director as of such date (a "Current Director") shall be granted  automatically.
without action by the  Committee,  an Option to purchase 9.3 75 shares of Common
Stock.

     (b) GRANTS TO NEW NON-EMPLOYEE  DIRECTORS.  Each  Non-Employee  Director (a
"New  Director")  who, after the  Distribution,  is elected to the Board for the
first  time by the  stockholders  of the  Corporation  at any  special or annual
meeting of  stockholders.  will.  at the time such  director is elected and duly
qualified, be granted automatically.  without action by the Committee. an Option
to purchase 9,375 shares of Common Stock.

     (c) GRANTS TO CONTINUING DIRECTORS. On the date of the first annual meeting
of stockholders subsequent to the Distribution, each continuing Current Director
(i.e.. a Non-Employee  Director not being elected by stockholders  for the first
time) will be granted automatically,  without action by the Committee, an Option
to purchase 1.250 shares of Common Stock. On the dates of the annual meetings of
stockholders for 1993. 1994, 1995. 1996. 1997 and 1998. each continuing  Current
Director will be granted  automatically,  without  action by the  Committee,  an
Option to purchase 1.000,  7,500. 7.500. 7.500, 7.500 and 7.500 shares of Common
Stock,  respectively.  In addition,  on the dates of the first,  second.  third,
fourth.  fifth, sixth and seventh annual meetings of stockholders  subsequent to
the  election of any New  Director,  such New Director  will,  if he or she is a
continuing  director on such date, be granted  automatically,  without action by
the Committee,  an Option to purchase 1.250.  1.000,  7.500. 7.500, 7.500. 7.500
and 7,500 shares of Common Stock, respectively.


                                       3
<PAGE>


     (d) TYPE OF OPTION.  Each  Option  granted  under the Plan shall be a stock
option which is not intended to qualify as an  "incentive  stock  option"  under
Section 422 of the Code.

     (e) OPTION  PRICE.  The Option Price of each Option  granted under the Plan
shall be equal to one hundred  percent  (100%) of the Fair  Market  Value of the
shares of Common Stock subject to such Option on the date of grant thereof.  The
Option Price shall be subject to adjustment as provided in Section 6(k) hereof.

     (f) MEDIUM AND TIME OF  PAYMENT.  Options may be  exercised  in whole or in
part at any time during the option period by giving  written  notice of exercise
specifying  the number of shares to be purchased.  accompanied by payment of the
purchase  price.  Payment of the purchase  price may be made in cash  (including
cash   equivalents,   such  as  by  certified  or  bank  check  payable  to  the
Corporation).  by delivery of unrestricted shares of Common Stock that have been
owned by the Optionee or. as applicable,  a permissible  transferee (as provided
in  Section  6(j))  for  at  least  six  months.  or in any  combination  of the
foregoing.

     (g) TERM AND  EXERCISE OF  OPTIONS.  Options  granted  under the Plan shall
become  exercisable as to twenty percent (2000) of the shares subject thereto on
the  first  anniversary  of the date of grant  thereof  and as to an  additional
twenty percent (20%) of the shares subject thereto on each of the second. third,
fourth and fifth  anniversaries of the date of grant thereof. An Option shall be
exercisable for a period often (10) years from the date of grant of such Option:
provided.  however,  that, except as provided in this Section 6(g). the exercise
period shall be subject to earlier  termination as provided in Sections 6(h) and
6(i) hereof. An Option may be exercised.  as to any or all full shares of Common
Stock as to which the Option has become exercisable. by giving written notice of
such  exercise to the  Committee or to such  individual(s)  as the Committee may
from  time  to  time  designate.  Notwithstanding  anything  in the  Plan to the
contrary.  in the  case  of the  termination  of  service  of an  Optionee  as a
director.  the Committee or. to the extent  determined  necessary to satisfy the
requirements for an exemption from Section 16(b) of the Securities  Exchange Act
of 1934. as amended (the "Exchange Act"). the Board. in its sole discretion. may
determine  that all or a  portion  of the  Options  that  are  then  held by the
Optionee (or. as  applicable,  by a  permissible  transferee of such Options (as
provided in Section  6(j))  shall.  to the extent not then  exercisable,  become
exercisable  in  accordance  with the first  sentence of this Section 6(g) or as
provided in Section  6(k) and that all or a portion of the  Options  held by the
Optionee or by a transferee at the time of the Optionee's termination of service
may be exercised  by' the Optionee or. as  applicable.  by a transferee  (or. as
applicable.  by  their  beneficiaries,   executors.  administrators,  heirs  and
successors)  during  such  period  as  determined  by'  the  Committee  (or.  as
applicable,  the Board).  provided  that such period shall  terminate no earlier
than the end of the exercise  period that  otherwise  would apply under  Section
6(h) or Section 6(i) following such termination of service under the Plan and no
later than the end of the applicable Option term.

     (h)  TERMINATION.  Except as provided in this  Section  6(h) and in Section
6(i)  hereof.  an Option may' not be  exercised  by the  Optionee to whom it was
granted or by a transferee to whom such Option was  transferred  (as provided in
Section  6(j))  unless the  Optionee  is then in  service  as a director  of the
Corporation   and  unless  the  Optionee  has  remained   continuously   in  the
Corporation's service as a director since the date of grant of the Option. In


                                       4
<PAGE>


the event that the service of an Optionee as a director shall  terminate  (other
than by reason of death. Disability or retirement),  all Options granted to such
Optionee or  transferred by such Optionee (as provided in Section 6(j)) that are
exercisable at the time of such  termination  may. unless earlier  terminated in
accordance  with their  terms,  be  exercised by the Optionee or by a transferee
within three (3) months after such termination:  provided,  however, that if the
service of an Optionee  as a director of the  Corporation  shall  terminate  for
cause, all Options  theretofore  granted to such Optionee or transferred by such
Optionee (as provided in Section  6(j)),  shall,  to the extent not  theretofore
exercised,  terminate  forthwith.  Nothing in the Plan or in any Option  granted
pursuant hereto shall confer upon an individual any right to continue in service
as a director of the  Corporation  or interfere in any way with the right of the
Corporation to terminate such service.

     (i) DEATH.  DISABILITY OR RETIREMENT OF OPTIONEE.  If an Optionee shall die
while in service as a director  of the  Corporation  or within  three (3) months
after the  termination of such Optionee's  service,  other than for cause, or if
the Optionee's service as a director shall terminate by reason of Disability, or
retirement,  all Options  theretofore granted to such Optionee or transferred by
such Optionee (as provided in Section 6(j)). to the extent otherwise exercisable
at the time of death or termination of service may. unless earlier terminated in
accordance  with their terms,  be exercised by the Optionee or by the Optionee's
estate or by a person who acquired the right to exercise  such option by bequest
or  inheritance  or  otherwise  by  reason  of the  death or  Disability  of the
Optionee.  or by a  transferee  at any time  within  one year  after the date of
death. Disability or retirement of the Optionee.

     (j) NONTRANSFERABILITY OF OPTIONS. Except as provided in this Section 6(j).
no Option  granted  hereunder  shall be  transferable  by the  Optionee  to whom
granted.  other than by will or the laws of descent  and  distribution,  and the
Option  may be  exercised  during  the  lifetime  of such  Optionee  only by the
Optionee or such Optionee's guardian or legal representative.  To the extent the
Option  Agreement so provides,  and subject to such  conditions as the Committee
may prescribe  (provided  such  prescription  of  conditions  does not cause the
acquisition  or  disposition  of securities  hereunder to fail to qualify for an
exemption  under  Section  16(b) of the Exchange  Act),  an Optionee  may,  upon
providing  written notice to the General  Counsel of the  Corporation.  elect to
transfer the stock options granted to such Optionee  pursuant to such agreement.
without consideration therefor, to members of his or her "immediate family"' (as
defined below),  to a trust or trusts  maintained  solely for the benefit of the
Optionee and/or the members of his or her immediate  family, or to a partnership
or  partnerships  whose only partners are the Optionee and/or the members of his
or  her  immediate  family.  Any  purported  assignment.   alienation.   pledge.
attachment,   sale,  transfer,  or  encumbrance  that  does  not  qualify  as  a
permissible  transfer under this Section 6(j),  shall be void and  unenforceable
against the Plan and the  Corporation.  For purposes of this Section  6(j),  the
term "immediate family" shall mean, with respect to a particular  Optionee.  the
Optionee's spouse,  children or grandchildren,  and such other persons as may be
determined by the Committee.  The terms of any such Option and the Plan shall be
binding  upon  a  permissible  transferee,  and  the  beneficiaries,  executors,
administrators,  heirs and  successors  of the Optionee  and, as  applicable,  a
permissible transferee.


                                       5
<PAGE>


(k) EFFECT OF CERTAIN CHANGES.

     (1) If there is any change in the number of shares of Common Stock  through
the declaration of stock or cash  dividends,  or  recapitalization  resulting in
stock splits, or combinations or exchanges of such shares,  the aggregate number
of shares of Common  Stock  available  for  Options.  the number of such  shares
covered by outstanding Options. and the exercise price per share of such Options
shall be  proportionately  adjusted by the  Committee to reflect any increase or
decrease in the number of issued shares of Common Stock: provided, however, that
any fractional shares resulting from such adjustment shall be eliminated. In the
event of any  other  extraordinary  corporate  transaction,  including,  but not
limited  to.  distributions  of  cash or  other  property  to the  Corporation's
shareholders,  the  Committee  shall  equitably  adjust  outstanding  Options to
preserve, but not increase, the benefits of such Options.

     (2)  In the  event  of  the  proposed  dissolution  or  liquidation  of the
Corporation.  in the event of any corporate  separation or division.  including,
but not limited to. split-up. split-off or spin-off, or in the event of a merger
or  consolidation  of the Corporation  with another  corporation.  the Committee
shall  provide  that the holder of each Option then  exercisable  shall have the
right to exercise such Option (at its then Option Price) solely for the kind and
amount  of  shares  of  stock  and  other  securities.  property.  cash  or  any
combination thereof receivable upon such dissolution.  liquidation, or corporate
separation or division,  or merger or consolidation by a holder of the number of
shares  of Common  Stock  for  which  such  Option  might  have  been  exercised
immediately' prior to such dissolution,  liquidation, or corporate separation or
division. or merger or consolidation.

     (3) If while unexercised Options remain outstanding under the Plan --

      (i) any  corporation.  person or other entity (other than the Corporation)
          makes a tender or exchange  offer for shares of Common Stock  pursuant
          to which purchases are made ("Offer"). or

     (ii) the stockholders of the Corporation approve a definitive  agreement to
          merge or consolidate the Corporation with or into another  corporation
          or to sell or  otherwise  dispose of all or  substantially  all of its
          assets, or adopt a plan of liquidation, or

    (iii) the  "beneficial  ownership"  (as  defined  in Rule 1 3d-3  under  the
          Exchange  Act)  of  securities  representing  more  than  150o  of the
          combined  voting power of the  Corporation is acquired by any "person"
          as defined in sections 13(d) and 14(d) of the Exchange Act, or

     (iv) during any period of two  consecutive  years.  individuals  who at the
          beginning  of such  period  were  members  of the Board  cease for any
          reason to constitute at least a majority thereof (unless the election.
          or the nomination for election by the Corporation's  stockholders,  of
          each new director was approved by a vote of at least


                                       6
<PAGE>


          two-thirds of the directors then still in office who were directors at
          the beginning of such period),

then from and after the date of the first  purchase of Common Stock  pursuant to
such Offer, or the date of any' such  stockholder  approval of adoption.  or the
date on which public  announcement of the  acquisition of such percentage  shall
have been made, or the date on which the change in the  composition of the Board
set forth above shall have  occurred,  whichever is applicable  (the  applicable
date being  referred to  hereinafter as the  "Acceleration  Date"),  all Options
shall be exercisable in full,  whether or not otherwise  exercisable.  Following
the  Acceleration   Date.  the  Committee  shall,  in  the  case  of  a  merger,
consolidation  or sale or  disposition  of assets.  promptly make an appropriate
adjustment  to the  number  and class of shares of Common  Stock  available  for
Options,  and to the amount and kind of shares or other  securities or property'
receivable upon exercise of any outstanding  Options after the effective date of
such transaction. and the price thereof.

     (4) Paragraphs (2) and (3) of this Section 6(k) shall not apply to a merger
or consolidation in which the Company is the surviving corporation and shares of
Common Stock are not converted  into or exchanged  for stock,  securities of any
other  corporation.  cash or any  other  thing  of  value.  Notwithstanding  the
preceding  sentence.   in  case  of  any  consolidation  or  merger  of  another
corporation  into the  Corporation  in which the  Corporation  is the  surviving
corporation  and in which there is a  reclassification  or change  (including  a
change to the right to receive cash or other  property') of the shares of Common
Stock (other than a change in par value.  or from par value to no par value,  or
as a result of a subdivision  or  combination,  but including any change in such
shares  into two or more  classes  or series of  shares).  the  Committee  shall
provide that the holder of each Option then exercisable  shall have the right to
exercise such Option solely for the kind and amount of shares of stock and other
securities  (including  those  of any  new  direct  or  indirect  parent  of the
Corporation).  property'.  cash or any combination  thereof receivable upon such
reclassification, change, consolidation or merger by the holder of the number of
shares of Common Stock for which such Option might have been exercised.

     (5) In the  event of a change in the  Common  Stock of the  Corporation  as
presently'  constituted,  which is limited to a change of all of its  authorized
shares with par value into the same number of shares with a different  par value
or without par value,  the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.

     (6) To the  extent  that  the  foregoing  adjustments  relate  to  stock or
securities of the Corporation.  such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.

     (7) Except as  hereinbefore  expressly  provided in this Section 6(k),  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 Corporation of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall not affect,


                                       7
<PAGE>


and no adjustment  by' reason  thereof shall be made with respect to, the number
or price of shares of Common Stock subject to the Option. The grant of an Option
pursuant  to the Plan  shall  not  affect  in any way the  right or power of the
Corporation to make adjustments.  reclassifications.  reorganizations or changes
of its  capital  or  business  structures  or to merge or to  consolidate  or to
dissolve, liquidate or sell, or transfer all or part of its business or assets.

     (1) RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an Option shall
have no rights as a stockholder with respect to any shares covered by the Option
until the date of the  issuance  of a stock  certificate  to him or her for such
shares. No adjustment shall be made for dividends  (ordinary,  or extraordinary,
whether in cash.  securities or other  property) or distribution of other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 6(k) hereof.

     (m) OTHER PROVISIONS. The Option Agreements authorized under the Plan shall
contain such other provisions,  including, without limitation, the imposition of
restrictions  upon the  exercise  of an  Option.  unless the  inclusion  of such
provisions  would cause the acquisition or disposition of shares of Common Stock
in  connection  with such Option  Agreements to fail to qualify for an exemption
from Section 16(b) of the Exchange Act.

7. TERM OF PLAN.

     Options  may' be granted  pursuant  to the Plan from time to time  within a
period of ten (10) years from the date the Plan is adopted by the Board,  or the
date the Plan is approved by the stockholders of the  Corporation.  whichever is
earlier.

8. AMENDMENT AND TERMINATION OF THE PLAN.

     The Board at any time and from time to time may suspend.  terminate, modify
or  amend  the  Plan;  provided,   however.  that  no  amendment  that  requires
stockholder   approval  under  applicable  Delaware  law,  under  the  rules  or
regulations of any securities exchange or regulatory agency. or in order for the
Plan to continue to comply with Rule 16b-3 (as  promulgated  under Section 16(b)
of the Exchange Act) shall be effective unless the same shall be approved by the
requisite vote to the  stockholders  of the  Corporation.  Except as provided in
Section 6 hereof, no suspension,  termination,  modification or amendment of the
Plan may adversely  affect any' Option  previously  granted.  unless the written
consent of the Optionee or, as applicable, a permissible transferee (as provided
in Section 6(j)) is obtained.

9. APPROVAL AND RATIFICATION BY STOCKHOLDERS.

     The Plan shall take effect as set forth in Section 12 upon its adoption by'
the Board.  but shall be subject to its approval and ratification by the holders
of a  majority'  of the issued  and  outstanding  shares of Common  Stock of the
Corporation.  which  approval and  ratification  must occur within twelve months
after the date that the Plan is adopted by the Board.


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<PAGE>


10. EFFECT OF HEADINGS.

     The section and subsection  headings  contained  herein are for convenience
only and shall not affect the construction hereof.

11. GOVERNING LAW.

     The Plan shall be governed by the laws of the State of Delaware.

12. EFFECTIVE DATE OF PLAN.

     The  effective  date of the Plan is the date  the  Plan is  adopted  by the
Board.









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