Exhibit
10.1


SPEEDUS
CORP.


2005
STOCK INCENTIVE PLAN


1.       Purpose


          The
purpose of the Plan is to provide a means through which the Company and its
Subsidiaries may attract able persons to become and remain directors of the
Company and enter and remain in the employ of the Company and its Subsidiaries
and to provide a means whereby employees, directors and consultants of the
Company and its Subsidiaries can acquire and maintain Common Stock ownership,
or be paid incentive compensation measured by reference to the value of Common
Stock, thereby strengthening their commitment to the welfare of the Company and
its Subsidiaries and promoting an identity of interest between stockholders and
these employees, directors and consultants.


          So
that the appropriate incentive can be provided, the Plan provides for granting
Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights,
Restricted Stock Awards, Phantom Stock Unit Awards, Performance Share Unit
Awards, Stock Bonus Awards, and other equity-based awards or any combination of
the foregoing.


2.       Definitions


          The
following definitions shall be applicable throughout the Plan.


	
   

  	
   

  
	
   

  	
  (a)     “Award”
  means, individually or collectively, any Incentive Stock Option, Nonqualified
  Stock Option, Stock Appreciation Right, Restricted Stock Award, Phantom Stock
  Unit Award, Performance Share Unit Award, Stock Bonus Award or other
  equity-based award authorized under the Plan.

  
	
   

  	
   

  
	
   

  	
  (b)     “Award
  Period” means a period of time within which performance is measured for the
  purpose of determining whether an Award of Performance Share Units has been
  earned.

  
	
   

  	
   

  
	
   

  	
  (c)     “Board”
  means the Board of Directors of the Company.

  
	
   

  	
   

  
	
   

  	
  (d)     “Cause”
  with respect to any Participant, means “Cause” as defined in any employment,
  consulting or other agreement between the Company, or any affiliate of the
  Company, and the Participant or, in the absence of any such an employment,
  consulting or other agreement between a Participant and the Company or affiliate
  of the Company otherwise defining Cause, (i) incompetence, fraud, personal
  dishonesty, or acts of gross negligence or willful misconduct on the part of
  the Participant in the course of his or her employment or services to the
  Company or an affiliate of the Company; (ii) the Participant’s engagement in
  conduct that is materially injurious to the Company or an affiliate of the
  Company; (iii) misappropriation by the Participant of the assets or business
  opportunities of the Company or an affiliate of the Company; (iv)
  embezzlement or other financial fraud committed against the Company or any
  affiliate of the Company by the Participant or at his 

  









	
   

  	
   

  
	
   

  	
  direction;
  (v) the Participant’s conviction by a court of competent jurisdiction of, or
  pleading “guilty” or “no contest” to, (x) a felony, or (y) any other criminal
  charge (other than minor traffic violations) which could reasonably be
  expected to have a material adverse impact on the Company’s or a Company
  affiliate’s reputation or business; or (vi) failure by the Participant to
  follow the lawful directions of a superior officer or the Board.

  
	
   

  	
   

  
	
   

  	
  (e)     “Change
  in Control” shall, unless the Board otherwise directs by resolution adopted
  prior thereto or, in the case of a particular award, the applicable Award
  agreement states otherwise, be deemed to occur if (i) any “person” (as that
  term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a
  Founder (as defined below) is or becomes the beneficial owner (as that term
  is used in Section 13(d) of the Exchange Act), directly or indirectly, of 30%
  or more of either the outstanding shares of Common Stock or the combined
  voting power of the Company’s then outstanding voting securities entitled to
  vote generally, (ii) the Incumbent Directors (as defined below) shall cease
  (for any reason other than death) to constitute at least a majority of
  members of the Board or the board of directors of any successor to the
  Company or (iii) the Company undergoes a liquidation or dissolution or a sale
  of all or substantially all of the assets of the Company. As used herein,
  “Incumbent Director shall mean any person who is a member of the Board on the
  effective date of the Plan and any Board member whose election or appointment
  is endorsed by at least three-quarters of the Incumbent Directors, either
  actually or by prior operation of this definition.  No merger, consolidation or corporate reorganization in which
  the owners of the combined voting power of the Company’s then outstanding
  voting securities entitled to vote generally prior to said combination, own
  50% or more of the resulting entity’s outstanding voting securities shall, by
  itself, be considered a Change in Control. As used herein, “Founder” means
  Shant S. Hovnanian or Vahak S. Hovnanian.

  
	
   

  	
   

  
	
   

  	
  (f)     “Code”
  means the Internal Revenue Code of 1986, as amended. Reference in the Plan to
  any section of the Code shall be deemed to include any amendments or
  successor provisions to such section and any regulations under such section.

  
	
   

  	
   

  
	
   

  	
  (g)     “Committee”
  means the Board, the Compensation Committee of the Board or such other
  committee of at least two people as the Board may appoint to administer the
  Plan.

  
	
   

  	
   

  
	
   

  	
  (h)     “Common
  Stock” means the common stock par value $0.01 per share, of the Company.

  
	
   

  	
   

  
	
   

  	
  (i)     “Company”
  means SPEEDUS CORP.

  
	
   

  	
   

  
	
   

  	
  (j)     “Date
  of Grant” means the date on which the granting of an Award is authorized or
  such other date as may be specified in such authorization.

  
	
   

  	
   

  
	
   

  	
  (k)     “Disability”
  means disability as defined in the long-term disability plan of the Company
  or a Subsidiary, as may be applicable to the Participant in question, or, in
  the absence of any such a plan, the permanent and total disability of the
  Participant within the meaning of Section 22(e)(3) of the Code, in either
  case as determined by the Committee based upon medical evidence acceptable to
  it.

  









	
   

  	
   

  
	
   

  	
  (l)     “Disinterested
  Person” means a person who is (i) a “non-employee director” within the
  meaning of Rule 16b-3 under the Exchange Act, or any successor rule or regulation
  and (ii) an “outside director” within the meaning of Section 162(m) of the
  Code; provided, however, that clause (i) shall apply only with
  respect to grants of Awards to individuals who are “officers” and “directors”
  of the Company within the meaning of Section 16 of the Exchange Act and
  clause (ii) shall apply only with respect to grants of Awards with respect to
  which the Company’s tax deduction could be limited by Section 162(m) of the
  Code if such clause did not apply.

  
	
   

  	
   

  
	
   

  	
  (m)    “Eligible
  Person” means any (i) person regularly employed by the Company or a
  Subsidiary; provided, however, that no such employee covered by
  a collective bargaining agreement shall be an Eligible Person unless and to
  the extent that such eligibility is set forth in such collective bargaining
  agreement or in an agreement or instrument relating thereto; (ii) director of
  the Company or a Subsidiary; or (iii) consultant to the Company or a
  Subsidiary.

  
	
   

  	
   

  
	
   

  	
  (n)     “Exchange
  Act” means the Securities Exchange Act of 1934.

  
	
   

  	
   

  
	
   

  	
  (o)     “Fair
  Market Value” on a given date means (i) if the Stock is listed on a national
  securities exchange, the mean between the highest and lowest sale prices
  reported as having occurred on the primary exchange with which the Stock is
  listed and traded on the date prior to such date, or, if there is no such
  sale on that date, then on the last preceding date on which such a sale was
  reported; (ii) if the Stock is not listed on any national securities exchange
  but is quoted in the National Market System of the National Association of
  Securities Dealers Automated Quotation System on a last sale basis, the
  average between the high bid price and low ask price reported on the date
  prior to such date, or, if there is no such sale on that date, then on the
  last preceding date on which a sale was reported; (iii) if the Stock is not
  listed on a national securities exchange nor quoted in the National Market
  System of the National Association of Securities Dealers Automated Quotation
  System on a last sale basis, the amount determined by the Committee to be the
  fair market value based upon a good faith attempt to value the Stock
  accurately and computed in accordance with applicable regulations of the
  Internal Revenue Service; or (iv) notwithstanding clauses (i) - (iii) above,
  with respect to Awards granted as of the consummation of the IPO, the price
  at which Stock is sold to the public in the IPO.

  
	
   

  	
   

  
	
   

  	
  (p)     “Holder”
  means a Participant who has an outstanding Award.

  
	
   

  	
   

  
	
   

  	
  (q)     “Incentive
  Stock Option” means an Option granted by the Committee to a Participant under
  the Plan which is designated by the Committee as an Incentive Stock Option
  pursuant to Section 422 of the Code.

  
	
   

  	
   

  
	
   

  	
  (r)     “Mature
  Shares” means (i) shares of Stock for which the Participant has good title,
  free and clear of all liens and encumbrances, and which the Participant
  either (A) has held for at least six months or (B) has purchased on the open
  market or (ii) such shares as determined by the Committee.

  









	
   

  	
   

  
	
   

  	
  (s)     “Non-Employee
  Director” means a director of the Company who is not also an employee of the
  Company.

  
	
   

  	
   

  
	
   

  	
  (t)     “Non-Employee
  Director Option” means an Option granted automatically to Non-Employee
  Directors pursuant to Section 8.

  
	
   

  	
   

  
	
   

  	
  (u)     “Nonqualified
  Stock Option” means an Option granted under the Plan which is not designated
  as an Incentive Stock Option.

  
	
   

  	
   

  
	
   

  	
  (v)     “Normal
  Termination” means termination of employment or service with the Company and
  all Subsidiaries:

  






	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)     Upon
  retirement pursuant to the retirement plan of the Company or a Subsidiary, as
  may be applicable at the time to the Participant in question;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)     With
  the written approval of the Committee; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)    By
  the Company or a Subsidiary without Cause.

  
	
   

  	
   

  	
   

  
	
   

  	
  (w)    “Option”
  means an Award granted under Section 7 or 8 of the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (x)    “Option
  Period” means the period described in Section 7(c).

  
	
   

  	
   

  	
   

  
	
   

  	
  (y)    “Option
  Price” means the exercise price set for an Option described in Section 7 (a).

  
	
   

  	
   

  	
   

  
	
   

  	
  (z)    “Participant”
  means an Eligible Person who has been selected by the Committee to
  participate in the Plan and to receive an Award or a Non-Employee Director
  who has received an automatic grant pursuant to Section 8.

  
	
   

  	
   

  	
   

  
	
   

  	
  (aa)   “Performance
  Goals” means the performance objectives of the Company, a Subsidiary or
  Affiliate during an Award Period or Restricted Period established for the
  purpose of determining whether, and to what extent, Awards will be earned for
  an Award Period or Restricted Period.

  
	
   

  	
   

  	
   

  
	
   

  	
  (bb)   “Performance
  Share Unit” means a hypothetical investment equivalent equal to one share of
  Stock granted in connection with an Award made under Section 10 of the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (cc)   “Phantom
  Stock Unit” means a hypothetical investment equivalent equal to one share of
  Stock granted in connection with an Award made under Section 11 of the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (dd)   “Plan”
  means the Company’s 2005 Stock Incentive Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (ee)   “Restricted
  Period” means, with respect to any share of Restricted Stock or any Phantom
  Stock Unit, the period of time determined by the Committee during which such
  Award is subject to the restrictions set forth in Section 11.

  
	
   

  	
   

  	
   

  
	
   

  	
  (ff)   “Restricted
  Stock” means shares of Stock issued or transferred to a Participant subject
  to forfeiture and the other restrictions set forth in Section 11.

  









	
   

  	
   

  	
   

  
	
   

  	
  (gg)      “Restricted
  Stock Award” means an Award of Restricted Stock granted under Section 11 of
  the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (hh)      “Section
  409A” means Section 409A of the Code.

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)       “Securities
  Act” means the Securities Act of 1933, as amended.

  
	
   

  	
   

  	
   

  
	
   

  	
  (jj)       “Stock”
  means the Common Stock or such other authorized shares of stock of the
  Company as from time to time may be authorized for use under the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (kk)      “Stock
  Appreciation Right” or “SAR” means an Award granted under Section 9 of the
  Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (ll)       “Stock
  Bonus” means an Award granted under Section 12 of the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (mm)   “Stock
  Option Agreement” means the agreement between the Company and a Participant
  who has been granted an Option pursuant to Section 7 or 8 which defines
  the rights and obligations of the parties as required in Section 7(d).

  
	
   

  	
   

  	
   

  
	
   

  	
  (nn)     “Subsidiary”
  means any subsidiary of the Company as defined in Section 424(f) of the Code.

  
	
   

  	
   

  	
   

  
	
   

  	
  (oo)     “Term”
  means the term of a Non-Employee Director Option as set forth in Section 8.

  
	
   

  	
   

  	
   

  
	
   

  	
  (pp)     “Vested
  Unit” shall have the meaning ascribed thereto in Section 11(e).

  



3.       Effective
Date, Duration and Shareholder Approval


          The
Plan is effective as of October 3, 2005, the date of adoption of the Plan by
the Board. The effectiveness of the Plan and the validity of any and all Awards
granted pursuant to the Plan is contingent upon approval of the Plan by the
stockholders of the Company in a manner which complies with Section 422(b)(1)
of the Code. Unless and until the stockholders approve the Plan in compliance
therewith, no Award granted under the Plan shall be effective.


          The
expiration date of the Plan, after which no Awards may be granted hereunder,
shall be October 3, 2015; provided, however, that the
administration of the Plan shall continue in effect until all matters relating
to the payment of Awards previously granted have been settled.


4.       Administration


          The
Committee shall administer the Plan. Unless otherwise determined by the Board,
each member of the Committee shall, at the time he takes any action with
respect to an Award under the Plan, be a Disinterested Person. The majority of
the members of the Committee shall constitute a quorum. The acts of a majority
of the members present at any meeting at which a quorum is present or acts
approved in writing by a majority of the Committee shall be deemed the acts of
the Committee.


          Subject
to the provisions of the Plan, the Committee shall have exclusive power to:







	
   

  	
   

  
	
   

  	
  (a)     Select
  the Eligible Persons to participate in the Plan;

  
	
   

  	
   

  
	
   

  	
  (b)     Determine
  the nature and extent of the Awards to be made to each Eligible Person;

  
	
   

  	
   

  
	
   

  	
  (c)     Determine
  the time or times when Awards will be made to Eligible Persons;

  
	
   

  	
   

  
	
   

  	
  (d)     Determine
  the duration of each Award Period and Restricted Period;

  
	
   

  	
   

  
	
   

  	
  (e)     Determine
  the conditions to which the payment of Awards may be subject;

  
	
   

  	
   

  
	
   

  	
  (f)     Establish
  the Performance Goals for each Award Period;

  
	
   

  	
   

  
	
   

  	
  (g)     Prescribe
  the form of Stock Option Agreement or other form or forms evidencing Awards;
  and

  
	
   

  	
   

  
	
   

  	
  (h)     Cause
  records to be established in which there shall be entered, from time to time
  as Awards are made to Participants, the date of each Award, the number of
  Incentive Stock Options, Nonqualified Stock Options, SARs, Phantom Stock
  Units, Performance Share Units, shares of Restricted Stock, Stock Bonuses and
  other Awards awarded by the Committee to each Participant, the expiration
  date, the Award Period and the duration of any applicable Restricted Period.

  



          The
Committee shall have the authority, subject to the provisions of the Plan, to
establish, adopt, or revise such rules and regulations and to make all such
determinations relating to the Plan as it may deem necessary or advisable for
the administration of the Plan. The Committee shall also have the authority to
construe and interpret the Plan and all Award agreements issued pursuant to the
Plan and to correct any defects, supply any omissions and/or reconcile any
inconsistencies therein. The Committee’s interpretation of the Plan or any
documents evidencing Awards granted pursuant thereto and all decisions and
determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties unless otherwise determined by the
Board.


5.       Grant of
Awards; Shares Subject to the Plan


          The
Committee may, from time to time, grant Awards of Options, Stock Appreciation
Rights, Restricted Stock, Phantom Stock Units, Performance Share Units, Stock
Bonuses and/or other equity-based Awards to one or more Eligible Persons and,
unless otherwise determined by the Committee, Non-Employee Directors will
automatically receive Awards pursuant to the formula set forth in Section 8; provided,
however, that:


	
   

  	
   

  
	
   

  	
  (a)     Subject
  to Section 15, the aggregate number of shares of Stock reserved for issuance
  pursuant to all Awards granted under the Plan and the maximum number of
  shares that may be issued under the Plan shall be the number of shares of
  Stock which remain available for the grant of awards under the Speedus Corp.
  1995 Stock Incentive Plan (the “1995 Plan”) on October 17, 2005, which is
  1,279,368 shares, as increased from time to time by (A) that number of shares
  of Stock which are reserved for issuance pursuant to Awards granted under the
  1995 Plan, which expire, are canceled, or terminated for any reason without 

  












	
   

  	
   

  
	
   

  	
  having the
  been exercised in full or the underlying shares issued in satisfaction of the
  Award.

  
	
   

  	
   

  
	
   

  	
  (b)     The
  Committee may adopt reasonable counting procedures to ensure appropriate
  counting, avoid double counting (as, for example, in the case of tandem or
  substitute awards) and make adjustments if the number of shares of Stock
  actually delivered differs from the number of shares previously counted in
  connection with an Award. To the extent that an Award expires or is canceled,
  forfeited, settled in cash or otherwise terminated or concluded without a
  delivery to the Participant of the full number of shares to which the Award
  related, the undelivered shares will again be available for Awards under the
  Plan. Shares of Stock withheld in payment of the exercise price or taxes
  relating to an Award and shares of Stock surrendered in payment of any
  exercise price or taxes relating to an Award shall be deemed to constitute
  shares not delivered to the Participant and shall be deemed to again be
  available for Awards under the Plan; provided, however, that, (i) where
  shares are withheld or surrendered more than ten years after the date of the
  most recent shareholder approval of the Plan or any other transaction occurs
  that would result in shares becoming available under this Section 5, such
  shares shall not become available if and to the extent that it would
  constitute a material revision of the Plan subject to shareholder approval
  under then applicable rules of the principle stock exchange or automated
  quotation system on which the shares are then listed or designated for
  trading unless such shareholder approval is obtained and (ii) for purposes of
  the limitation on options and SARs for Section 162(m) of the Code set forth
  in Section 5(d), shares subject to an Award shall count against such limit
  whether or not the shares are actually issued.

  
	
   

  	
   

  
	
   

  	
  (c)     Stock
  delivered by the Company in settlement of Awards under the Plan may be
  authorized and unissued Stock or Stock held in the treasury of the Company or
  may be purchased on the open market or by private purchase; and

  
	
   

  	
   

  
	
   

  	
  (d)     162(m)
  Limitation. No
  Participant may receive Options or SARs under the Plan with respect to more
  than 500,000 shares of Stock in any one year.

  
	
   

  	
   

  
	
  6.

  	
  Eligibility

  



          Participation
shall be limited to Eligible Persons who have received written notification
from the Committee, or from a person designated by the Committee, that they
have been selected to participate in the Plan and to Non-Employee Directors who
will receive automatic grants of Nonqualified Stock Options pursuant to Section
8.


	
   

  	
   

  
	
  7.

  	
  Discretionary Grant of Stock Options

  



          The
Committee is authorized to grant one or more Incentive Stock Options or
Nonqualified Stock Options to any Eligible Person; provided, however,
that no Incentive Stock Options shall be granted to any Eligible Person who is
not an employee of the Company or a Subsidiary. Each Option so granted shall be
subject to the following conditions, and/or to such other conditions as may be
reflected in the applicable Stock Option Agreement.







	
   

  	
   

  	
   

  
	
   

  	
  (a)     Option
  price. The exercise
  price (“Option Price”) per share of Stock for each Option shall be set by the
  Committee at the time of grant but shall not be less than (i) in the case of
  an Incentive Stock Option, and subject to Section 7(e), the Fair Market Value
  of a share of Stock at the Date of Grant, and (ii) in the case of a
  Non-Qualified Stock Option, the par value per share of Stock; provided,
  however, all Options intended to qualify as “performance-based
  compensation” under Section 162(m) of the Code shall have an Option Price per
  share of Stock no less than the Fair Market Value of a share of Stock on the
  Date of Grant.

  
	
   

  	
   

  
	
   

  	
  (b)     Manner of
  exercise and form of payment.
  Options which have become exercisable may be exercised by delivery of written
  notice of exercise to the Committee accompanied by payment of the Option
  Price. The Option Price may be payable in cash and/or by delivery of Mature
  Shares having a Fair Market Value at the time the Option is exercised equal
  to the Option Price multiplied by the number of shares subject to exercise
  or, in the discretion of the Committee, either (i) by delivery of other
  property having a fair market value on the date of exercise equal to the
  Option Price multiplied by the number of shares subject to exercise, (ii) by
  delivery to the Committee of a copy of irrevocable instructions to a
  stockbroker to deliver promptly to the Company an amount of sale or loan
  proceeds sufficient to pay the Option Price multiplied by the number of
  shares subject to exercise, (iii) by delivery of a notice of “net exercise”
  to the Committee, pursuant to which the Participant shall receive the number
  of shares of Stock subject to exercise reduced by the number of shares of
  Stock equal to the aggregate exercise price for such shares divided by the
  Fair Market Value on the date of exercise; or (iv) by any other means
  approved by the Committee. Anything herein to the contrary notwithstanding,
  the Company shall not directly or indirectly extend or maintain credit, or
  arrange for the extension of credit, in the form of a personal loan to or for
  any director or executive officer of the Company through the Plan in
  violation of Section 402 of the Sarbanes-Oxley Act of 2002 (“Section 402
  of SOX”), and to the extent that any form of payment would, upon the
  advice of the Company’s counsel, result in a violation of Section 402 of SOX,
  such form of payment shall not be available.

  
	
   

  	
   

  
	
   

  	
  (c)    Option
  Period and Expiration.
  Options shall vest and become exercisable in such manner and on such date or
  dates determined by the Committee and shall expire after such period, not to
  exceed ten years, as may be determined by the Committee (the “Option
  Period”); provided, however, that notwithstanding any vesting
  dates set by the Committee, the Committee may in its sole discretion
  accelerate the exercisability of any Option, which acceleration shall not
  affect the terms and conditions of any such Option other than with respect to
  exercisability. If an Option is exercisable in installments, such
  installments or portions thereof which become exercisable shall remain
  exercisable until the Option expires. Unless otherwise stated in the
  applicable Option Agreement, the Option shall expire earlier than the end of
  the Option Period in the following circumstances:

  
	
   

  	
   

  
	
   

  	
   

  	
  (i)     If
  prior to the end of the Option Period, the Holder shall undergo a Normal
  Termination, the Option shall expire on the earlier of the last day of the
  Option Period or the date that is three months after the date of such Normal
  Termination. In such event, the Option shall remain exercisable by the Holder
  until its expiration, 

  









	
   

  	
   

  	
   

  
	
   

  	
   

  	
  only to the
  extent the Option was exercisable at the time of such Normal Termination.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)     If
  the Holder dies prior to the end of the Option Period and while still in the
  employ or service of the Company, or a Subsidiary, or within three months of
  Normal Termination, or the Holder terminates employment or service with the
  Company and all Subsidiaries on account of a Disability, the Option shall
  expire on the earlier of the last day of the Option Period or the date that
  is twelve months after the date of the death or termination on account of
  Disability of the Holder. In such event, the Option shall remain exercisable
  by the person or persons to whom the Holder’s rights under the Option pass by
  will or the applicable laws of descent and distribution until its expiration,
  only to the extent the Option was exercisable by the Holder at the time of
  death.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)     If
  the Holder ceases employment or service with the Company and all Subsidiaries
  for reasons other than Normal Termination, death or Disability, the Option
  shall expire immediately upon such cessation of employment or service.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)    Stock Option
  Agreement. Each
  Option granted under the Plan shall be evidenced by a Stock Option Agreement,
  which shall contain such terms and conditions as may be determined by the
  Committee.

  
	
   

  	
   

  
	
   

  	
  (e)    Incentive
  Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this
  Section 7, if an Incentive Stock Option is granted to a Holder who owns stock
  representing more than ten percent of the voting power of all classes of
  stock of the Company or of a Subsidiary, the Option Period shall not exceed
  five years from the Date of Grant of such Option and the Option Price shall
  be at least 110 percent of the Fair Market Value (on the Date of Grant) of
  the Stock subject to the Option.

  
	
   

  	
   

  
	
   

  	
  (f)    $100,000
  Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value
  (determined as of the Date of Grant) of Stock for which Incentive Stock
  Options are exercisable for the first time by any Participant during any
  calendar year (under all plans of the Company and its Subsidiaries) exceeds
  $100,000, such excess Incentive Stock Options shall be treated as
  Nonqualified Stock Options.

  
	
   

  	
   

  
	
   

  	
  (g)    Repricing
  -Voluntary Surrender or Exchange.
  In the event the fair market value of the Stock declines below the Option
  Price for any Option, the Committee may, at any time, adjust the Option Price
  or number of shares subject to the Option, reduce the Option Price, cancel
  and regrant the Option or take any similar action it deems to be for the
  benefit of the Participant in light of the declining fair market value of the
  Stock; provided, however, that none of the foregoing actions
  may be taken without prior approval of the Board. The Board may permit the
  voluntary surrender of all or any portion of any Option and its corresponding
  SAR, if any, granted under the Plan to be conditioned upon the granting to
  the Holder of a new Option for the same or a different number of shares as
  the Option surrendered or require such voluntary surrender as a condition
  precedent to a grant of a new Option to such Participant. Such new Option may
  be exercisable at an Option Price, during an Option Period, and in accordance
  with any other terms or conditions specified by the 

  










	
   

  	
   

  
	
   

  	
  Board at the
  time the new Option is granted, all determined in accordance with the
  provisions of the Plan without regard to the Option Price, Option Period, or
  any other terms and conditions of the Option surrendered.

  
	
   

  	
   

  
	
  8.

  	
  Automatic Grant of Options to Non-Employee
  Directors

  



          Unless
otherwise determined by the Board, on the date any person first becomes a
Non-Employee Director, such person shall be automatically granted without
further action by the Board or the Committee a Nonqualified Stock Option to
purchase 5,000 shares of Stock. Thereafter, unless otherwise determined by the
Committee, for the remainder of the term of the Plan and provided he remains a
Non-Employee Director of the Company, on the date of each of the Company’s
Annual Meeting of Stockholders, each Non-Employee Director shall be
automatically granted without further action by the Board or the Committee a
Nonqualified Stock Option to purchase 10,000 shares of Stock. All such Options
granted to Non-Employee Directors shall hereinafter be referred to as
Non-Employee Director Options.


	
   

  	
   

  
	
   

  	
  (a)     Option Price;
  Term. Unless otherwise determined by the Board, Non-Employee
  Director Options shall have an Option Price per share equal to the Fair
  Market Value of a share of Stock on the Date of Grant. Unless otherwise
  determined by the Board, all Non-Employee Director Options shall be fully
  vested and exercisable as of the date of grant and the term of each
  Non-Employee Director Option (“Term”), after which each such Option shall
  expire, shall be ten years from the date of Grant.

  
	
   

  	
   

  
	
   

  	
  (b)     Expiration.
  If prior to the expiration of the Term of a Non-Employee Director Option the
  Non-Employee Director shall cease to be a member of the Board for any reason
  other than his death or Disability, the Non-Employee Director Option shall
  expire on the earlier of the expiration of the Term or the date that is three
  months after the date of such cessation. If prior to the expiration of the
  Term of a Non-Employee Director Option a Non-Employee Director shall cease to
  be a member of the Board by reason of his death or Disability or such
  Non-Employee Director dies within the three-month post termination exercise
  period set forth above, the Non-Employee Director Options then held by such
  Non-Employee Director shall expire on the earlier of the expiration of the
  Term or the date that is one year after the date of such cessation or death.
  In the event a Non-Employee Director ceases to be a member of the Board for
  any reason, any unexpired Non-Employee Director Option shall thereafter be
  exercisable until its expiration only to the extent that such Option was
  exercisable at the time of such cessation.

  
	
   

  	
   

  
	
   

  	
  (c)     Stock
  Option Agreement. Each Non-Employee Director Option shall be
  evidenced by a Stock Option Agreement, which shall contain such provisions as
  may be determined by the Committee.

  
	
   

  	
   

  
	
   

  	
  (d)     Nontransferability.
  Subject to Section 14(k), Non-Employee Director Options shall not be
  transferable except by will or the laws of descent and distribution and shall
  be exercisable during the Non-Employee Director’s lifetime only by him.

  
	
   

  	
   

  
	
   

  	
  (e)     Amendment
  or Cancellation of Automatic Non-Employee Director Formula Award. Notwithstanding
  anything herein to the contrary, the Board may, at any time and 

  









	
   

  	
   

  
	
   

  	
  from time to
  time in its sole discretion, terminate or amend the automatic Award to
  Non-Employee Directors set forth in this Section 6, by increasing or
  decreasing the number of shares of Stock subject to the formula or
  substituting an alternate formula or a different Award on different terms,
  including different or no vesting conditions.

  
	
   

  	
   

  
	
  9.

  	
  Stock Appreciation Rights

  



          Any
Option granted under the Plan may include SARs, either at the Date of Grant or,
except in the case of an Incentive Stock Option, by subsequent amendment. The
Committee also may award SARs independent of any Option. An SAR shall be
subject to such terms and conditions not inconsistent with the Plan as the
Committee shall impose, including, but not limited to, the following:


	
   

  	
   

  
	
   

  	
  (a)     Vesting. SARs granted in
  connection with an Option shall become exercisable, be transferable and shall
  expire according to the same vesting schedule, transferability rules and
  expiration provisions as the corresponding Option. An SAR granted independent
  of an Option shall become exercisable, be transferable and shall expire in
  accordance with a vesting schedule, transferability rules and expiration
  provisions as established by the Committee and reflected in an Award
  agreement.

  
	
   

  	
   

  
	
   

  	
  (b)     Automatic
  Exercise. If on the
  last day of the Option Period (or in the case of an SAR independent of an
  Option, the period established by the Committee after which the SAR shall
  expire), the Fair Market Value of the Stock exceeds the Option Price (or in
  the case of an SAR granted independent of an Option, the Fair Market Value of
  the Stock on the Date of Grant), the Holder has not exercised the SAR or the
  corresponding Option, and neither the SAR nor the corresponding Option has
  expired, such SAR shall be deemed to have been exercised by the Holder on
  such last day and the Company shall make the appropriate payment therefore
  and any tandem Option shall expire.

  
	
   

  	
   

  
	
   

  	
  (c)     Payment. Upon the exercise of an
  SAR, the Company shall pay to the Holder an amount equal to the number of
  shares subject to the SAR multiplied by the excess, if any, of the Fair
  Market Value of one share of Stock on the exercise date over the Option
  Price, in the case of an SAR granted in connection with an Option, or the SAR
  strike price set by the Committee, in the case of an SAR granted independent
  of an Option. The Company may pay such excess in cash, in shares of Stock, or
  any combination thereof, as determined by the Committee. Fractional shares
  shall be settled in cash.

  
	
   

  	
   

  
	
   

  	
  (d)     Method of
  exercise. A Holder
  may exercise an SAR after such time as the SAR vests by filing an irrevocable
  written notice with the Committee or its designee, specifying the number of
  SARs to be exercised, and the date on which such SARs were awarded. Such time
  or times determined by the Committee may take into account any applicable
  “window periods” required by Rule 16b-3 under the Exchange Act.

  
	
   

  	
   

  
	
   

  	
  (e)     Expiration. Except as otherwise
  provided, in the case of SARs granted in connection with Options, an SAR
  shall expire on a date designated by the Committee which is not later than
  ten years after the Date of Grant of the SAR.

  











	
   

  	
   

  	
   

  
	
  10.

  	
  Performance Shares

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)     Award
  grants. The Committee is authorized to establish Performance Share
  programs to be effective over designated Award Periods determined by the
  Committee. The Committee may grant Awards of Performance Share Units to
  Eligible Persons in accordance with such Performance Share programs. At the
  beginning of each Award Period, the Committee will establish written
  Performance Goals based upon financial objectives for the Company for such
  Award Period and a schedule relating the accomplishment of the Performance
  Goals to the Awards to be earned by Participants. Performance Goals may
  include absolute or relative growth in earnings per share or rate of return
  on stockholders’ equity or other measurements of individual, corporate,
  business or Stock performance and may be determined on an individual basis or
  by categories of Participants. The Committee shall determine the number of
  Performance Share Units to be awarded, if any, to each Eligible Person who is
  selected to receive such an Award. The Committee may add new Participants to
  a Performance Share program after its commencement by making pro rata grants.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)     Awards
  Subject to Section 162(m). Performance Share Units under the Plan
  may be granted, in the sole discretion of the Committee, in a manner
  constituting “qualified performance-based compensation” within the meaning of
  Section 162(m) of the Code. Such Awards shall be based upon one or more of
  the following business criteria: [stock price, pre-tax earnings, earnings per
  share, net revenue, operating income, return on assets, shareholder return,
  return on equity, growth in assets, net sales, licensing revenue, cash flow,
  market share, relative performance to a group of companies comparable to the
  Company, and/or strategic business criteria consisting of one or more
  objectives based on the Company’s meeting specified goals relating to
  revenue, market penetration, business expansion, costs or acquisitions or
  divestitures. With respect to Performance Share Units intended to constitute
  “qualified performance-based compensation” within the meaning of Section
  162(m) of the Code, (i) the Committee shall establish in writing the
  objective performance-based goals applicable to a given Award Period no later
  than 90 days after the commencement of such Award Period (but in no event
  after 25% of such period has elapsed) and (ii) no Performance Share Unit
  Awards shall be payable to any recipient for a given Award Period until the
  Committee certifies in writing that the objective performance goals (and any
  other material terms) applicable to such period have been satisfied. The
  maximum number of shares of Stock underlying (or that relate to) a
  Performance Share Unit Award paid to or earned by any individual in any
  fiscal year cannot exceed 500,000 shares. The material terms of Performance
  Share Unit Awards described in this Section 10(b) must be disclosed to and
  approved by the shareholders of the Company every five years, as provided in
  Treasury Regulation 1.162-27(e)(4)(vi).

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)     Determination
  of Award. At the completion of a Performance Share Award Period,
  or at other times as specified by the Committee, the Committee shall
  calculate the number of shares of Stock earned with respect to each
  Participant’s Performance Share Unit Award by multiplying the number of
  Performance Share Units granted to the Participant by a performance factor
  representing the degree of attainment of the Performance Goals.

  









	
   

  	
   

  
	
   

  	
  (d)     Partial
  Awards. A Participant for less than a full Award Period, whether
  by reason of commencement or termination of employment or otherwise, shall
  receive such portion of an Award, if any, for that Award Period as the
  Committee shall determine.

  
	
   

  	
   

  
	
   

  	
  (e)     Payment of
  Performance Share Unit Awards. Performance Share Unit Awards shall
  be payable in that number of shares of Stock determined in accordance with
  Section 10(c); provided, however, that, at its discretion, the
  Committee may make payment to any Participant in the form of cash and/or
  shares of Stock. The amount of any payment made in cash shall be based upon
  the Fair Market Value of the Stock on the day prior to payment. Payments of
  Performance Share Unit Awards shall be made as soon as practicable after the
  completion of an Award Period.

  
	
   

  	
   

  
	
   

  	
  (f)     Adjustment
  of Performance Goals. The Committee may, during the Award Period,
  make such adjustments to Performance Goals as it may deem appropriate, to
  compensate for, or reflect, (i) extraordinary or non-recurring events
  experienced during an Award Period by the Company or by any other corporation
  whose performance is relevant to the determination of whether Performance
  Goals have been attained; (ii) any significant changes that may have occurred
  during such Award Period in applicable accounting rules or principles or
  changes in the Company’s method of accounting or in that of any other
  corporation whose performance is relevant to the determination of whether an
  Award has been earned or (iii) any significant changes that may have occurred
  during such Award Period in tax laws or other laws or regulations that alter
  or affect the computation of the measures of Performance Goals used for the
  calculation of Awards; provided, however, that with respect to
  such Awards intended to qualify as “performance-based compensation” under
  Section 162(m) of the Code, such adjustment shall be made only to the extent
  that the Committee determines that such adjustments may be made without a
  loss of deductibility for such Award under Section 162(m) of the Code.

  






	
   

  	
   

  	
   

  
	
  11.

  	
  Restricted Stock Awards and Phantom Stock
  Units

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Award of Restricted Stock and Phantom Stock
  Units.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)     The
  Committee shall have the authority (1) to grant Restricted Stock and Phantom
  Stock Unit Awards, (2) to issue or transfer Restricted Stock to Eligible
  Persons, and (3) to establish terms, conditions and restrictions applicable
  to such Restricted Stock and Phantom Stock Units, including the Restricted
  Period, which may differ with respect to each grantee, the time or times at
  which Restricted Stock or Phantom Stock Units shall be granted or become
  vested and the number of shares or units to be covered by each grant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)    The
  Holder of a Restricted Stock Award shall execute and deliver to the Company
  an Award agreement with respect to the Restricted Stock setting forth the
  restrictions applicable to such Restricted Stock. If the Committee determines
  that the Restricted Stock shall be held in escrow rather than delivered to
  the Holder pending the release of the applicable restrictions, the Holder
  additionally shall execute and deliver to the Company (i) an escrow agreement
  satisfactory to the Committee, and (ii) the appropriate blank stock powers
  with respect to the Restricted Stock covered 

  












	
   

  	
   

  
	
   

  	
  by such
  agreements. If a Holder shall fail to execute a Restricted Stock agreement
  and, if applicable, an escrow agreement and stock powers, the Award shall be
  null and void. Subject to the restrictions set forth in Section 11(b), the
  Holder shall generally have the rights and privileges of a stockholder as to
  such Restricted Stock, including the right to vote such Restricted Stock. At
  the discretion of the Committee, cash dividends and stock dividends with
  respect to the Restricted Stock may be either currently paid to the Holder or
  withheld by the Company for the Holder’s account, and interest may be paid on
  the amount of cash dividends withheld at a rate and subject to such terms as
  determined by the Committee. Cash dividends or stock dividends so withheld by
  the Committee may be subject to forfeiture to the same extent as the
  Restricted Stock as determined by the Committee.

  
	
   

  	
   

  
	
   

  	
  (iii)   Upon
  the Award of Restricted Stock, the Committee shall cause a Stock certificate
  registered in the name of the Holder to be issued and, if it so determines,
  deposited together with the Stock powers with an escrow agent designated by
  the Committee. If an escrow arrangement is used, the Committee shall cause
  the escrow agent to issue to the Holder a receipt evidencing any Stock
  certificate held by it registered in the name of the Holder.

  
	
   

  	
   

  
	
   

  	
  (iv)    The
  terms and conditions of a grant of Phantom Stock Units shall be reflected in
  a written Award agreement. No shares of Stock shall be issued at the time a
  Phantom Stock Unit Award is made, and the Company will not be required to set
  aside a fund for the payment of any such Award. Holders of Phantom Stock
  Units may, at the discretion of the Committee, be entitled to an amount equal
  to the cash dividends paid by the Company upon one share of Stock for each
  Phantom Stock Unit then credited to such Holder’s account (“Dividend
  Equivalents”). The Committee shall, in its sole discretion, determine whether
  to credit to the account of, or to currently pay to, each Holder of an Award
  of Phantom Stock Units such Dividend Equivalents. Dividend Equivalents
  credited to a Holder’s account may be subject to forfeiture on the same basis
  as the related Phantom Stock Units, and may bear interest at a rate and
  subject to such terms as are determined by the Committee.

  
	
   

  	
   

  
	
  (b)

  	
  Restrictions.

  
	
   

  	
   

  
	
   

  	
  (i)     Restricted
  Stock awarded to a Participant shall be subject to the following restrictions
  until the expiration of the Restricted Period, and to such other terms and
  conditions as may be determined by the Committee and set forth in the
  applicable Award agreement: (1) if an escrow arrangement is used, the Holder
  shall not be entitled to delivery of the stock certificate; (2) the shares
  shall be subject to the restrictions on transferability set forth in the
  Award agreement; (3) the shares shall be subject to forfeiture to the extent
  provided in subparagraph (d) and the Award Agreement and, to the extent such
  shares are forfeited, the stock certificates shall be returned to the
  Company, and all rights of the Holder to such shares and as a shareholder
  shall terminate without further obligation on the part of the Company.

  









	
   

  	
   

  
	
   

  	
  (ii)    Phantom
  Stock Units awarded to any Participant shall be subject to (1) forfeiture
  until the expiration of the Restricted Period, to the extent provided in
  subparagraph (d) and the Award agreement, and to the extent such Awards are
  forfeited, all rights of the Holder to such Awards shall terminate without
  further obligation on the part of the Company and (2) such other terms and
  conditions as may be set forth in the applicable Award agreement.

  
	
   

  	
   

  
	
   

  	
  (iii)   The
  Committee shall have the authority to remove any or all of the restrictions
  on the Restricted Stock and/or Phantom Stock Units whenever it may determine
  that, by reason of changes in applicable laws or other changes in
  circumstances arising after the date of the Restricted Stock Award or Phantom
  Stock Unit Award, such action is appropriate.

  
	
   

  	
   

  
	
  (c)     Restricted
  Period. The Restricted Period of Restricted Stock and Phantom
  Stock Units shall commence on the Date of Grant and shall expire from time to
  time as to that part of the Restricted Stock and Phantom Stock Units
  indicated in a schedule established by the Committee and set forth in a
  written Award agreement.

  
	
   

  	
   

  
	
  (d)     Forfeiture
  Provisions. Except to the extent otherwise determined by the
  Committee and reflected in the underlying Award agreement, in the event a
  Holder terminates employment with the Company and all Subsidiaries during a
  Restricted Period, that portion of the Award with respect to which
  restrictions have not expired (“Non-Vested Portion”) shall be treated as
  follows:

  
	
   

  	
   

  
	
   

  	
  (i)     Upon
  the voluntary resignation of a Participant or discharge by the Company or a
  Subsidiary for Cause, the Non-Vested Portion of the Award shall be completely
  forfeited.

  
	
   

  	
   

  
	
   

  	
  (ii)    Upon
  Normal Termination or a termination of employment or service with the Company
  and all Subsidiaries on account of Disability, the Non-Vested Portion of the
  Award shall be prorated for service during the Restricted Period and shall be
  received as soon as practicable following termination.

  
	
   

  	
   

  
	
   

  	
  (iii)   Upon
  death, the Non-Vested Portion of the Award shall be prorated for service
  during the Restricted Period and paid to the Participant’s beneficiary as
  soon as practicable following death.

  
	
   

  	
   

  
	
  (e)     Delivery
  of Restricted Stock and Settlement of Phantom Stock Units. Upon
  the expiration of the Restricted Period with respect to any outstanding
  shares of Stock covered by a Restricted Stock Award, the restrictions and
  forfeiture provisions set forth in this Section 11 and the Award agreement
  shall be of no further force or effect. If an escrow arrangement is used,
  upon such expiration, the Company shall deliver to the Holder, or his
  beneficiary, without charge, the stock certificate evidencing the shares of
  Restricted Stock which have not then been forfeited and with respect to which
  the Restricted Period has expired (to the nearest full share) and any cash
  dividends or stock dividends credited to the Holder’s account with respect to
  such Restricted Stock and the interest thereon, if any.

  











	
   

  	
   

  
	
   

  	
  Upon the
  expiration of the Restricted Period with respect to any Phantom Stock Units
  covered by a Phantom Stock Unit Award, the Company shall deliver to the
  Holder, or his beneficiary, without charge, one share of Stock for each
  Phantom Stock Unit which has not then been forfeited and with respect to
  which the Restricted Period has expired (“Vested Unit”) and cash equal to any
  Dividend Equivalents credited with respect to each such Vested Unit and the
  interest thereon, if any; provided, however, that, if so noted
  in the applicable Award agreement, the Committee may, in its sole discretion,
  elect to pay cash or part cash and part Stock in lieu of delivering only
  Stock for Vested Units. If cash payment is made in lieu of delivering Stock,
  the amount of such payment shall be equal to the Fair Market Value of the
  Stock as of the date on which the Restricted Period lapsed with respect to
  such Vested Unit.

  
	
   

  	
   

  
	
   

  	
  (f)     Stock
  Restrictions. Each certificate representing Restricted Stock
  awarded under the Plan shall bear the following legend until the end of the
  Restricted Period with respect to such Stock:

  



          “Transfer
of this certificate and the shares represented hereby is restricted pursuant to
the terms of a Restricted Stock Agreement, dated as of _____________, between
SPEEDUS CORP. and _____________. A copy of such Agreement is on file at the
offices of the Company.”


          Stop
transfer orders shall be entered with the Company’s transfer agent and
registrar against the transfer of legended securities.


12.     Stock Bonus
Awards


          The
Committee may issue unrestricted Stock under the Plan to Eligible Persons,
alone or in tandem with other Awards, in such amounts and subject to such terms
and conditions as the Committee shall from time to time in its sole discretion
determine. Stock Bonus Awards under the Plan shall be granted as, or in payment
of, a bonus, or to provide incentives or recognize special achievements or
contributions.


13.     Other Equity-Based Awards


          The
Committee is authorized, subject to limitations under applicable law, to grant
to Eligible Persons such other Awards that may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related
to, the Stock, as determined by the Committee in its sole discretion. The
Committee shall determine the terms and conditions of such Awards at the Date
of Grant. Shares delivered pursuant to an Award in the nature of a purchase
right granted under this Section 13 shall be purchased for such consideration,
paid for at such times, by such methods, and in such forms, including, without
limitation, cash, shares of Stock, notes or other property, as the Committee
shall determine. Cash awards, as an element of or supplement to any other Award
under the Plan, shall also be authorized pursuant to this Section 13.


14.     General


	
   

  	
   

  
	
   

  	
  (a)     Additional
  Provisions of an Award. Awards under the Plan also may be subject
  to such other provisions (whether or not applicable to the benefit awarded to
  any other

  











	
   

  	
   

  
	
   

  	
  Participant)
  as the Committee determines appropriate including, without limitation,
  provisions to assist the Participant in financing the purchase of Stock upon
  the exercise of Options, provisions for the forfeiture of or restrictions on
  resale or other disposition of shares of Stock acquired under any Award,
  provisions giving the Company the right to repurchase shares of Stock
  acquired under any Award in the event the Participant elects to dispose of
  such shares, and provisions to comply with Federal and state securities laws
  and Federal and state tax withholding requirements. Any such provisions shall
  be reflected in the applicable Award agreement.

  
	
   

  	
   

  
	
   

  	
  (b)     Privileges
  of Stock Ownership. Except as otherwise specifically provided in
  the Plan, no person shall be entitled to the privileges of stock ownership in
  respect of shares of Stock which are subject to Awards hereunder until such
  shares have been issued to that person free of any restrictions on stock
  ownership.

  
	
   

  	
   

  
	
   

  	
  (c)     Government
  and Other Regulations. The obligation of the Company to make
  payment of Awards in Stock or otherwise shall be subject to all applicable
  laws, rules, and regulations, and to such approvals by governmental agencies
  as may be required. Notwithstanding any terms or conditions of any Award to
  the contrary, the Company shall be under no obligation to offer to sell or to
  sell and shall be prohibited from offering to sell or selling any shares of
  Stock pursuant to an Award unless such shares have been properly registered
  for sale pursuant to the Securities Act with the Securities and Exchange
  Commission or unless the Company has received the advice of counsel,
  satisfactory to the Company, that such shares may be offered or sold without
  such registration pursuant to an available exemption therefrom and the terms
  and conditions of such exemption have been fully complied with. The Company
  shall be under no obligation to register for sale under the Securities Act
  any of the shares of Stock to be offered or sold under the Plan. If the shares
  of Stock offered for sale or sold under the Plan are offered or sold pursuant
  to an exemption from registration under the Securities Act, the Company may
  restrict the transfer of such shares and may legend the Stock certificates
  representing such shares in such manner as it deems advisable to ensure the
  availability of any such exemption.

  
	
   

  	
   

  
	
   

  	
  (d)     Tax
  Withholding. Notwithstanding any other provision of the Plan, the
  Company or a Subsidiary, as appropriate, shall have the right to deduct from
  all Awards cash and/or Stock, valued at Fair Market Value on the date of
  payment, in an amount necessary to satisfy all Federal, state or local taxes
  as required by law to be withheld with respect to such Awards and, in the
  case of Awards paid in Stock, the Holder or other person receiving such Stock
  may be required to pay to the Company or a Subsidiary, as appropriate, prior
  to delivery of such Stock, the amount of any such taxes which the Company or
  Subsidiary is required to withhold, if any, with respect to such Stock.
  Subject in particular cases to the disapproval of the Committee, the Company
  may accept Mature Shares of equivalent Fair Market Value in payment of such
  withholding tax obligations if the Holder of the Award elects to make payment
  in such manner.

  
	
   

  	
   

  
	
   

  	
  (e)     Claim to
  Awards and Employment Rights. No employee or other person shall
  have any claim or right to be granted an Award under the Plan or, having been
  selected for the grant of an Award, to be selected for a grant of any other
  Award. Neither the Plan nor 

  














	
   

  	
   

  
	
   

  	
  any action
  taken hereunder shall be construed as giving any Participant any right to be
  retained in the employ or service of the Company or a Subsidiary.

  
	
   

  	
   

  
	
   

  	
  (f)     Designation
  and Change of Beneficiary. Each Participant may file with the
  Committee a written designation of one or more persons as the beneficiary who
  shall be entitled to receive the rights or amounts payable with respect to an
  Award due under the Plan upon his death. A Participant may, from time to
  time, revoke or change his beneficiary designation without the consent of any
  prior beneficiary by filing a new designation with the Committee. The last
  such designation received by the Committee shall be controlling; provided,
  however, that no designation, or change or revocation thereof, shall
  be effective unless received by the Committee prior to the Participant’s
  death, and in no event shall it be effective as of a date prior to such
  receipt. If no beneficiary designation is filed by the Participant, the
  beneficiary shall be deemed to be his or her spouse or, if the Participant is
  unmarried at the time of death, his or her estate.

  
	
   

  	
   

  
	
   

  	
  (g)     Payments
  to Persons Other Than Participants. If the Committee shall find
  that any person to whom any amount is payable under the Plan is unable to care
  for his affairs because of illness or accident, or is a minor, or has died,
  then any payment due to such person or his estate (unless a prior claim
  therefor has been made by a duly appointed legal representative) may, if the
  Committee so directs the Company, be paid to his spouse, child, relative, an
  institution maintaining or having custody of such person, or any other person
  deemed by the Committee to be a proper recipient on behalf of such person
  otherwise entitled to payment. Any such payment shall be a complete discharge
  of the liability of the Committee and the Company therefor.

  
	
   

  	
   

  
	
   

  	
  (h)     No
  Liability of Committee Members. No member of the Committee shall
  be personally liable by reason of any contract or other instrument executed
  by such member or on his behalf in his capacity as a member of the Committee
  nor for any mistake of judgment made in good faith, and the Company shall
  indemnify and hold harmless each member of the Committee and each other
  employee, officer or director of the Company to whom any duty or power
  relating to the administration or interpretation of the Plan may be allocated
  or delegated, against any cost or expense (including counsel fees) or
  liability (including any sum paid in settlement of a claim) arising out of
  any act or omission to act in connection with the Plan unless arising out of
  such person’s own fraud or willful bad faith; provided, however,
  that approval of the Board shall be required for the payment of any amount in
  settlement of a claim against any such person. The foregoing right of
  indemnification shall not be exclusive of any other rights of indemnification
  to which such persons may be entitled under the Company’s Articles of
  Incorporation or By-Laws, as a matter of law, or otherwise, or any power that
  the Company may have to indemnify them or hold them harmless.

  
	
   

  	
   

  
	
   

  	
  (i)     Governing
  law. The Plan shall be governed by and construed in accordance
  with the internal laws of the State of New York without regard to the
  principles of conflicts of law thereof.

  









	
   

  	
   

  
	
   

  	
  (j)     Funding.
  No provision of the Plan shall require the Company, for the purpose of
  satisfying any obligations under the Plan, to purchase assets or place any
  assets in a trust or other entity to which contributions are made or
  otherwise to segregate any assets, nor shall the Company maintain separate
  bank accounts, books, records or other evidence of the existence of a
  segregated or separately maintained or administered fund for such purposes.
  Holders shall have no rights under the Plan other than as unsecured general
  creditors of the Company, except that insofar as they may have become
  entitled to payment of additional compensation by performance of services,
  they shall have the same rights as other employees under general law.

  
	
   

  	
   

  
	
   

  	
  (k)     Nontransferability.
  A person’s rights and interest under the Plan, including amounts payable, may
  not be sold, assigned, donated, or transferred or otherwise disposed of,
  mortgaged, pledged or encumbered except, in the event of a Holder’s death, to
  a designated beneficiary to the extent permitted by the Plan, or in the
  absence of such designation, by will or the laws of descent and distribution;
  provided, however, the Committee may, in its sole discretion,
  either at the Date of Grant or subsequently, allow for transfer of Awards
  other than Incentive Stock Options to other persons or entities, subject to
  such conditions or limitations as it may establish.

  
	
   

  	
   

  
	
   

  	
  (l)     Reliance
  on Reports. Each member of the Committee and each member of the
  Board shall be fully justified in relying, acting or failing to act, and
  shall not be liable for having so relied, acted or failed to act in good
  faith, upon any report made by the independent public accountant of the
  Company and its Subsidiaries and upon any other information furnished in
  connection with the Plan by any person or persons other than himself.

  
	
   

  	
   

  
	
   

  	
  (m)     Relationship
  to Other Benefits. No payment under the Plan shall be taken into
  account in determining any benefits under any pension, retirement, profit
  sharing, group insurance or other benefit plan of the Company or any
  Subsidiary except as otherwise specifically provided in such other plan.

  
	
   

  	
   

  
	
   

  	
  (n)     Expenses.
  The expenses of administering the Plan shall be borne by the Company and its
  Subsidiaries. 

  
	
   

  	
   

  
	
   

  	
  (o)     Pronouns.
  Masculine pronouns and other words of masculine gender shall refer to both
  men and women.

  
	
   

  	
   

  
	
   

  	
  (p)     Titles and
  Headings. The titles and headings of the sections in the Plan are
  for convenience of reference only, and in the event of any conflict, the text
  of the Plan, rather than such titles or headings shall control.

  
	
   

  	
   

  
	
   

  	
  (q)     Termination
  of Employment. For all purposes herein, a person who transfers
  from employment or service with the Company to employment or service with a
  Subsidiary or vice versa shall not be deemed to have terminated employment or
  service with the Company or a Subsidiary.

  











	
   

  	
   

  
	
  15.

  	
  Changes in Capital Structure.

  
	
   

  	
   

  
	
   

  	
  (a)     Awards
  granted under the Plan and any agreements evidencing such Awards, the maximum
  number of shares of Stock subject to all Awards and the maximum number of
  shares of Stock with respect to which any one person may be granted Options
  or SARs during any year shall be subject to adjustment or substitution, as
  determined by the Committee in its sole discretion, as to the number, price
  or kind of a share of Stock or other consideration subject to such Awards or
  as otherwise determined by the Committee to be equitable (i) in the event of
  changes in the outstanding Stock or in the capital structure of the Company
  by reason of stock dividends, extraordinary cash dividends, stock splits,
  reverse stock splits, recapitalizations, reorganizations, mergers,
  consolidations, combinations, exchanges, or other relevant changes in
  capitalization occurring after the Date of Grant of any such Award or (ii) in
  the event of any change in applicable laws or any change in circumstances
  which results in or would result in any substantial dilution or enlargement
  of the rights granted to, or available for, Participants in the Plan, or
  which otherwise warrants equitable adjustment because it interferes with the
  intended operation of the Plan.  In
  addition, in the event of any such adjustments or substitution, the aggregate
  number of shares of Stock available under the Plan and the maximum number of
  shares available for grant to any Participant in any year pursuant to Options
  or SARs shall be appropriately adjusted by the Committee, whose determination
  shall be conclusive.  Any adjustment
  in Incentive Stock Options under this Section 15 shall be made only to the
  extent the Committee determines that such adjustments or substitutions should
  be made after due consideration of whether such adjustment or substitution
  constitutes a “modification” within the meaning of Section 424(h)(3) of the
  Code, and any adjustments under this Section 15 shall be made in a manner
  which does not adversely affect the exemption provided pursuant to Rule 16b-3
  under the Exchange Act.  Further,
  following the date that the exemption from the application of Section 162(m)
  of the Code described in Section 18 (or any other exemption having similar
  effect) ceases to apply to Awards, with respect to Awards intended to qualify
  as “performance-based compensation” under Section 162(m) of the Code, such
  adjustments or substitutions shall be made only to the extent that the
  Committee determines that such adjustments or substitutions should be made
  after due consideration of the deductibility for such Awards under Section
  162(m) of the Code.  The Company shall
  give each Participant notice of an adjustment hereunder and, upon notice,
  such adjustment shall be conclusive and binding for all purposes. 

  
	
   

  	
   

  
	
   

  	
  (b)     Notwithstanding
  the foregoing, except as may otherwise be provided in an Award agreement, in
  the event of (i) a merger or consolidation involving the Company in which the
  Company is not the surviving corporation, (ii) a merger or consolidation
  involving the Company in which the Company is the surviving corporation but
  the holders of shares of Stock receive securities of another corporation
  and/or other property, including cash, (iii) the sale of all or substantially
  all of the assets of the Company, (iv) the reorganization or liquidation of
  the Company or (v) a sale of greater than fifty percent (50%) of the
  securities of the Company entitled to vote in the election of directors to
  the Board (each, a “Corporate Event”), in lieu of providing the
  adjustment set forth above, the Committee may, in its discretion, provide
  that all outstanding Awards shall terminate as of the consummation of such
  Corporate Event, and provide that holders of Awards will receive a payment in
  respect 

  









	
   

  	
   

  
	
   

  	
  of
  cancellation of their Awards based on the amount of the per share
  consideration being paid for the Stock in connection with such Corporate
  Event, and in the case of Options, Stock Appreciation Rights and other Awards
  with an exercise price or similar provision, less the applicable exercise
  price.  Payments to holders pursuant
  to the preceding sentence shall be made in cash, or, in the sole discretion
  of the Committee, in such other consideration necessary for a holder of an
  Award to receive property, cash or securities as such holder would have been
  entitled to receive upon the occurrence of the transaction if the holder had
  been, immediately prior to such transaction, the holder of the number of
  shares of Stock covered by the Award at such time; provided, that if such
  consideration received in the transaction is not solely equity securities of
  the successor entity, the Committee may, with the consent of the successor
  entity, provide for the consideration to be received in respect of the Award
  to be solely equity securities of the successor entity equal to the Fair
  Market Value of the per share consideration received by holders of Stock in
  the Corporate Event.

  
	
   

  	
   

  
	
  16.

  	
  Effect of Change in Control

  
	
   

  	
   

  
	
            Unless
  otherwise determined by the Board prior to a Change in Control and except to
  the extent otherwise reflected in a particular Award agreement:

  
	
   

  	
   

  
	
   

  	
  (a)     In
  the event of a Change in Control, notwithstanding any vesting schedule with
  respect to an Award of Options, SARs, Phantom Stock Units or Restricted
  Stock, such Option or SAR shall become immediately exercisable with respect
  to the unvested portion of such Option or SAR, and the Restricted Period
  shall expire immediately with respect to the unvested portion of such Phantom
  Stock Units or shares of Restricted Stock.

  
	
   

  	
   

  
	
   

  	
  (b)     In
  the event of a Change in Control, all incomplete Award Periods in effect on
  the date the Change in Control occurs shall end on the date of such change,
  and the Committee shall (i) determine the extent to which Performance Goals
  with respect to each such Award Period have been met based upon such audited
  or unaudited financial information then available or such other information
  as it deems relevant, and (ii) cause to be paid to each Participant partial
  or full Awards with respect to Performance Goals for each such Award Period
  based upon the Committee’s determination of the degree of attainment of
  Performance Goals.

  
	
   

  	
   

  
	
   

  	
  (c)     The
  obligations of the Company under the Plan shall be binding upon any successor
  corporation or organization resulting from the merger, consolidation or other
  reorganization of the Company, or upon any successor corporation or
  organization succeeding to substantially all of the assets and business of
  the Company.  The Company agrees that
  it will make appropriate provisions for the preservation of Participant’s
  rights under the Plan in any agreement or plan which it may enter into or
  adopt to effect any such merger, consolidation, reorganization or transfer of
  assets.

  
	
   

  	
   

  
	
   

  	
  (d)     Notwithstanding
  anything hereinto the contrary, to the extent that the effect of Section
  16(a) or (b) would constitute a distribution of deferred compensation within
  the meaning of Section 409A, such distribution shall only occur if the event
  that constitutes a Change in Control hereunder effecting such distribution
  also constitutes a “Change in Control Event” within the meaning of Section
  409A.

  









	
   

  	
   

  	
   

  
	
  17.

  	
  Nonexclusivity of the Plan

  
	
   

  	
   

  
	
            Neither
  the adoption of this Plan by the Board nor the submission of this Plan to the
  stockholders of the Company for approval shall be construed as creating any
  limitations on the power of the Board to adopt such other incentive
  arrangements as it may deem desirable, including, without limitation, the
  granting of stock options otherwise than under this Plan, and such
  arrangements may be either applicable generally or only in specific cases.

  
	
   

  	
   

  
	
  18.

  	
  Amendments and Termination



  
	
            The
  Board may at any time terminate the Plan.
  Subject to Section 15, with the express written consent of an
  individual Participant, the Board or the Committee may cancel or reduce or
  otherwise alter outstanding Awards if, in its judgment, the tax, accounting,
  or other effects of the Plan or potential payouts thereunder would not be in
  the best interest of the Company.  The
  Board or the Committee may, at any time, or from time to time, amend or
  suspend and, if suspended, reinstate, the Plan in whole or in part; provided,
  however, that without further stockholder approval neither the Board
  nor the Committee shall make any amendment to the Plan which would:

  
	
   

  
	
   

  	
  (a)     Materially
  increase the maximum number of shares of Stock which may be issued pursuant
  to Awards, except as provided in Section 15;

  
	
   

  	
   

  
	
   

  	
  (b)     Extend
  the maximum Option Period;

  
	
   

  	
   

  
	
   

  	
  (c)     Extend
  the termination date of the Plan; or

  
	
   

  	
   

  
	
   

  	
  (d)     Change
  the class of persons eligible to receive Awards under the Plan.

  
	
   

  	
   

  
	
  19.

  	
  409A  

  
	
   

  	
   

  
	
            To
  the extent that any payments or benefits provided hereunder are considered
  deferred compensation subject to Section 409A, the Company intends for this
  Plan to comply with the standards for nonqualified deferred compensation
  established by Section 409A (the “409A Standards”).  To the extent that any terms of the Plan would subject
  Participants to gross income inclusion, interest or an additional tax
  pursuant to Section 409A, those terms are to that extent superseded by the
  409A Standards.  The Company reserves
  the right to amend Awards granted hereunder to cause such Awards to comply
  with or be exempt from Section 409A.

  



*          *          *

	
   

  
	
  As adopted
  by the Board of Directors of

  
	
  SPEEDUS
  CORP. as of October 3, 2005.

  
	
   

  
	
  By: /s/
  Shant S. Hovnanian

  
	
   

  
	
  Title:
  Chairman and Chief Executive Officer