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                        NEXTLINK COMMUNICATIONS, INC.
                              STOCK OPTION PLAN
  (as amended on September 30, 1997, December 31, 1997, February 5, 1998,
                      February 4, 1999 and May 3, 1999)


     SECTION 1.  PURPOSE. The purpose of this Stock Option Plan (this "Plan")
is to provide a means whereby Nextlink Communications, Inc. (the "Company")
or any parent or subsidiary of the Company, as defined in Subsection 5.9 (the
"related entities"), may continue to attract, motivate and retain selected
employees, officers and independent contractors who can materially contribute
to the Company's growth and success, and to encourage stock ownership in the
Company through granting incentive stock options or nonqualified stock
options, or both, to purchase the Class A Common Stock of the Company (as
defined in Section 3), so that such key employees and other persons and
entities will more closely identify their interests with those of the Company
and its shareholders. In addition, options under this Plan may serve as
replacement options for options issued under the Equity Option Plan sponsored
by the Company's predecessor.

     SECTION 2.  ADMINISTRATION. This Plan shall be administered by the Board
of Directors of the Company (the "Board") or, in the event the Board shall
appoint or authorize a committee to administer this Plan, by such committee.
The administrator of this Plan shall hereinafter be referred to as the "Plan
Administrator."

          2.1    PROCEDURES. The Board may designate one of the members of
the Plan Administrator as chairperson. The Plan Administrator may hold
meetings at such times and places as it shall determine. The acts of a
majority of the members of the Plan Administrator present at meetings at
which a quorum exists, or acts reduced to or approved in writing by all Plan
Administrator members, shall be valid acts of the Plan Administrator.

          2.2    RESPONSIBILITIES. Except for the terms and conditions
explicitly required in this Plan, the Plan Administrator shall have the
authority, in its discretion, to determine all matters relating to the
options to be granted under this Plan, including selection of the individuals
to be granted options, the number of shares to be subject to each option, the
exercise price, and all other terms and conditions of the options. Grants
under this Plan need not be identical in any respect, even when made
simultaneously. The interpretation and construction by the Plan Administrator
of any terms or provisions of this Plan or any option issued under this Plan,
or of any rule or regulation promulgated in connection with this Plan, shall
be conclusive and binding on all interested parties, so long as such
interpretation and construction with respect to incentive stock options
correspond to the requirements of Section 422 of the Internal Revenue Code
(the "Code"), as amended, and the regulations thereunder.

          2.3    SECTION 16(b) COMPLIANCE AND BIFURCATION OF PLAN. In the
event the Company registers any of its equity securities pursuant to Section
12(b) or 12(g) of the Exchange Act, it is the intention of the Company that
this Plan, and options granted under this Plan, comply in all respects with
Rule 16b-3 under the Exchange Act and, if any Plan provision is later found
not to be in compliance with such Section, the provision shall be deemed null
and void, and in all events this Plan shall be construed in favor of its
meeting the requirements of Rule 16b-3.

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Notwithstanding anything in this Plan to the contrary, the Board, in its
absolute discretion, may bifurcate this Plan so as to restrict, limit or
condition the use of any provision of this Plan to participants who are
officers and directors subject to Section 16(b) of the Exchange Act without
so restricting, limiting or conditioning other Plan participants.

     SECTION 3.  STOCK SUBJECT TO THIS PLAN. The stock subject to this Plan
shall be the Company's Class A Common Stock (the "Class A Common Stock"),
presently authorized but unissued or now held or subsequently acquired by the
Company as treasury shares. Subject to adjustment as provided in Section 7 of
this Plan, the aggregate amount of Class A Common Stock to be delivered upon
the exercise of all options granted under this Plan shall not exceed
18,000,000 shares as such Class A Common Stock was constituted on the
effective date of this Plan. If any option granted under this Plan expires or
is surrendered, canceled, terminated or exchanged for another option for any
reason without having been exercised in full, the unpurchased shares subject
to such option shall again be available for purposes of this Plan, including
use as replacement options that may be granted in exchange for such
surrendered, canceled or terminated options.

     SECTION 4.  ELIGIBILITY. An incentive stock option may be granted only
to an individual who, at the time the option is granted, is an employee of
the Company (or a corporate related entity, as described in Section 5.9) and
who the Board may from time to time select for participation in this Plan.
Members of the Board shall not be eligible for grants of incentive stock
options unless they are also employees of the Company. At the discretion of
the Plan Administrator, employees and independent contractors of the Company
(including nonemployee directors) or any related entity may receive
nonqualified stock options. Any party to whom an option is granted under this
Plan shall be referred to in this Plan as an "Optionee."

     SECTION 5.  TERMS AND CONDITIONS OF OPTIONS. Options granted under this
Plan shall be evidenced by written agreements that contain such terms,
conditions, limitations and restrictions as the Plan Administrator shall deem
advisable and which are not inconsistent with this Plan. Notwithstanding the
foregoing, options shall include or incorporate by reference the following
terms and conditions:

          5.1    NUMBER OF SHARES. The maximum number of shares that may be
purchased pursuant to the exercise of each option, which number shall be as
established by the Plan Administrator.

          5.2    PRICE OF SHARES. The price per share at which each option is
exercisable (the "exercise price") shall be as established by the Plan
Administrator, provided that the Plan Administrator shall act in good faith
to establish the exercise price as follows:

                 5.2.1    INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK
OPTIONS. With respect to incentive stock options intended to qualify under
Section 422 of the Code, and subject to Subsection 5.2.2 below, the exercise
price shall be not less than the fair market value per share of the Class A
Common Stock at the time the option is granted, except with respect to the
substitution of a new option for an old option, or an assumption of an old
option, in accordance

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with Code Section 424(a). With respect to nonqualified stock options, the
exercise price shall be the amount set by the Plan Administrator.

                 5.2.2    INCENTIVE STOCK OPTIONS TO GREATER THAN 10%
SHAREHOLDERS. With respect to incentive stock options granted to greater than
10% shareholders of the Company, the exercise price shall be as required by
Section 6.

                 5.2.3    FAIR MARKET VALUE. The fair market value per share
of the Class A Common Stock for the purpose of determining the exercise price
under this Section 5.2 shall be determined as follows:

                 (a)      if the Common Stock is listed on any established
stock exchange or a national market system including without limitation the
National Market System of the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") System, the fair market value shall be
the closing sales price for such stock (or the closing bid, if no sales were
reported), as quoted on such system or exchange for the last market trading
date prior to the time of determination as reported in The Wall Street
Journal or such other source as the Plan Administrator deems reliable;

                 (b)      if the Common Stock is quoted on the NASDAQ System
(but not on the National Market System thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, the fair
market value shall be the mean between the high and low asked prices for the
Common Stock on the last market trading date prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Plan Administrator deems reliable; or

                 (c)      In the absence of an established market for the
Common Stock, fair market value shall be determined by the Plan Administrator
in good faith at the time the option is granted.

          5.3    TERM AND MATURITY. Subject to the restrictions contained in
Section 6 with respect to granting incentive stock options to greater than
10% shareholders of the Company, the term of each incentive stock option
shall be 10 years from the date it is granted unless a shorter period of time
is established by the Plan Administrator, but in no event shall the term of
any incentive stock option exceed 10 years. The term of each nonqualified
stock option shall be 15 years from the date it is granted, unless a shorter
period of time is established by the Plan Administrator in the individual
option agreement. To ensure that the Company or related entities will achieve
the purpose and receive the benefits contemplated in this Plan, any option
granted under this Plan shall, unless this condition is waived or modified by
the Plan Administrator in the agreement evidencing the option, or by
subsequent resolution of the Plan Administrator, be exercisable according to
the following schedule:

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<TABLE>
<CAPTION>
Period of Optionee's Continuous Relationship      Portion of Total Option
With the Company or Related Entity                  Which is Exercisable
from the Date the Option is Granted
<S>                                               <C>
After one year                                               25%
After two years                                              50%
After three years                                            75%
After four years                                            100%
</TABLE>

          5.4    EXERCISE. Subject to the vesting schedule described in
subsection 5.3 above, if any, and to any additional holding period required
by applicable law, each option may be exercised in whole or in part;
provided, however, that only whole shares will be issued pursuant to the
exercise of any option and that the exercise price shall not be less than the
par value per share of the Class A Common Stock at the time the option is
exercised. During an Optionee's lifetime, any stock options granted under
this Plan are personal to him or her and are exercisable solely by such
Optionee, except as provided in Section 5.8. Options shall be exercised by
delivery to the Company of notice of the number of shares with respect to
which the option is exercised, together with payment of the exercise price.

          5.5    PAYMENT OF EXERCISE PRICE. Payment of the option exercise
price shall be made in full at the time the notice of exercise of the option
is delivered to the Company and shall be in cash, bank certified or cashier's
check or personal check (unless at the time of exercise the Plan
Administrator in a particular case determines not to accept a personal check)
for the Class A Common Stock being purchased.

          The Plan Administrator can determine at the time the option is
granted for incentive stock options, or at any time before exercise for
nonqualified stock options, that additional forms of payment will be
permitted, including installment payments on such terms and over such period
as the Plan Administrator may determine in its discretion. To the extent
permitted by the Plan Administrator and applicable laws and regulations
(including, but not limited to, federal tax and securities laws and
regulations and state corporate law), an option may be exercised by:

          (a)    delivery of shares of stock of the Company held by an
Optionee having a fair market value equal to the exercise price, such fair
market value to be determined in good faith by the Plan Administrator;

          (b)    delivery of a full-recourse promissory note executed by the
Optionee, provided that (i) such note delivered in connection with an
incentive stock option shall, and such note delivered in connection with a
nonqualified stock option may, in the sole discretion of the Plan
Administrator, bear interest at a rate specified by the Plan Administrator
but in no case less than the rate required to avoid imputation of interest
(taking into account any exceptions to the imputed interest rules) for
federal income tax purposes; (ii) the Plan Administrator in its sole
discretion shall specify the term and other provisions of such note at the
time an incentive stock

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option is granted or at any time prior to exercise of a nonqualified stock
option; (iii) the Plan Administrator may require that the Optionee pledge the
Optionee's shares to the Company for the purpose of securing the payment of
such note and may require that the certificate representing such shares be
held in escrow in order to perfect the Company's se curity interest; (iv) the
note provides that 90 days following the Optionee's termination of employment
with the Company or a related entity, the entire outstanding balance under
the note shall become due and payable, if not previously due and payable; and
(v) the Plan Administrator in its sole discretion may at any time restrict or
rescind this right upon notification to the Optionee;

          (c)    delivery of a properly executed exercise notice, together
with irrevocable instructions to a broker, all in accordance with the
regulations of the Federal Reserve Board, to promptly deliver to the Company
the amount of sale or loan proceeds to pay the exercise price and any
federal, state or local withholding tax obligations that may arise in
connection with the exercise; provided, that the Plan Administrator, in its
sole discretion, may at any time determine that this Subparagraph (c), to the
extent the instructions to the broker call for an immediate sale of the
shares, shall not be applicable to any Optionee who is subject to Section
16(b) of the Exchange Act if such transaction would result in a violation of
Section 16(b), or is not an employee at the time of exercise;

          (d)    delivery of a properly executed exercise notice, together
with a request by the Optionee for the Company to pay the exercise price by
withholding from the shares that would otherwise be issued that number of
shares having a fair market value equal to the option exercise price;
provided, the Plan Administrator retains complete discretion to honor or deny
the Optionee's request for such a method of exercise.

          5.6    SHAREHOLDERS' AGREEMENT. To the extent required by the Plan
Administrator upon exercise of an option the Optionee shall agree to enter
into and be bound by the agreement then in effect, if any, between the
Company and its shareholders relating to the repurchase by the Company of its
outstanding Class A Common Stock.

          5.7    WITHHOLDING TAX REQUIREMENT. The Company or any related
entity shall have the right to retain and withhold from any payment of cash
or Class A Common Stock under this Plan the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, the Company may require an Optionee receiving
shares of Class A Common Stock to reimburse the Company or a related entity
for any such taxes required to be withheld and may withhold any distribution
in whole or in part until the Company, or related entity, is so reimbursed.
In lieu of such withholding or reimbursement, the Company (or related entity)
shall have the right to withhold from any other cash amounts due or to become
due from the Company (or related entity) to the Optionee an amount equal to
such taxes or to retain and withhold a number of shares having a market value
not less than the amount of such taxes required to be withheld as
reimbursement for any such taxes and cancel (in whole or in part) any such
shares so withheld.

          5.8    NONTRANSFERABILITY OF OPTION. Options granted under this
Plan and the rights and privileges conferred by this Plan may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will or by the applicable

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laws of descent and distribution; provided, with respect to a non-qualified
stock option, an Optionee may transfer the option to a revocable trust
created by the Optionee for the benefit of his or her descendants, to an
immediate family member or to a partnership in which only immediate family
members or such trusts are partners. Options under this Plan shall not be
subject to execution, attachment or similar process. Any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of any option under this
Plan or of any right or privilege conferred by this Plan, contrary to the
Code or to the provisions of this Plan, or the sale or levy or any attachment
or similar process upon the rights and privileges conferred by this Plan sha
ll be null and void. Notwithstanding the foregoing, an Optionee may during
the Optionee's lifetime, designate a person who may exercise the option after
the Optionee's death by giving written notice of such designation to the Plan
Administrator. Such designation may be changed from time to time by the
Optionee by giving written notice to the Plan Administrator revoking any
earlier designation and making a new designation.

          5.9    TERMINATION OF RELATIONSHIP. If the Optionee's employment
relationship with the Company or any related entity ceases for any reason
other than termination for cause, death or permanent and total disability,
and unless by its terms the option sooner terminates or expires, then the
Optionee may exercise, for a period of three months after such cessation,
that portion of the Optionee's option which is exercisable at the time of
such cessation. The Optionee's option, however, shall terminate at the end of
the three month period following such cessation as to all Shares for which it
has not been exercised, unless such provision is waived in the agreement
evidencing the option or by resolution adopted by the Plan Administrator. If,
in the case of an incentive stock option, an Optionee's relationship with the
Company or related entity changes (i.e., from employee to nonemployee, such
as a consultant), such change shall constitute a termination of an Optionee's
employment with the Company or related entity and t he Optionee's incentive
stock option shall terminate in accordance with this subsection. Upon the
expiration of the three month period following cessation of employment, the
Plan Administrator shall have sole discretion in a particular circumstance to
extend the exercise period following such cessation beyond that specified
above. If, however, in the case of an incentive stock option, the Optionee
does not exercise the Optionee's option within three months after cessation
of employment, the option will no longer qualify as an incentive stock option
under the Code.

          Upon an Optionee's termination of employment for cause, all of the
optionee's outstanding (i.e., unexercised) options issued under this Plan
shall immediately expire and no longer be available for exercise. For
purposes of this Plan, a termination shall be considered for "cause" if the
termination is attributable to the Optionee's: (a) Embezzlement; (b) use of
illegal drugs or alcohol that materially impairs the Optionee's ability to
fulfill his or her duties as an employee or independent contractor; (c)
willful disclosure of trade secrets or confidential information of the
Company; (d) dishonesty which results in substantial harm to the Company; or
(e) conviction or confession of a criminal felony.

          If an Optionee's relationship with the Company or any related
entity ceases because of a permanent and total disability, the Optionee's
option shall not terminate, and in the case of an incentive stock option,
shall not cease to be treated as an incentive stock option, until the end of
the 12-month period following such cessation (unless by its terms it sooner
terminates

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and expires). As used in this Plan, the term "permanent and total
disability" has the same meaning provided in Code Section 22(e)(3).

          For purposes of this subsection 5.9, a transfer of relationship
between or among the Company and/or any related entity shall not be deemed to
constitute a cessation of relationship with the Company or any of its related
entities. For purposes of this subsection 5.9, with respect to incentive
stock options, employment shall be deemed to continue while the Optionee is
on military leave, sick leave or other bona fide leave of absence (as
determined by the Plan Administrator). The foregoing notwithstanding,
employment shall not be deemed to continue beyond the first 90 days of such
leave, unless the Optionee's reemployment rights are guaranteed by statute or
by contract.

          As used in this Plan, the term "related entity," when referring to
a subsidiary, shall mean any business entity (other than the Company) which,
at the time of the granting of the option, is in an unbroken chain of
entities ending with the Company, if stock or voting interests possessing 50%
or more of the total combined voting power of all classes of stock or other
ownership interests of each of the entities other than the Company is owned
by one of the other entities in such chain. When referring to a parent
entity, the term "related entity" shall mean any entity in an unbroken chain
of entities ending with the Company if, at the time of the granting of the
option, each of the entities other than the Company owns stock or other
ownership interests possessing 50% or more of the total combined voting power
of all classes of stock (or other ownership interests) in one of the other
entities in such chain. In addition, with respect to an incentive stock
option, the definition of "related entity" as used in th is Plan shall apply
by only considering entities that are corporations.

          5.10   DEATH OF OPTIONEE. If an Optionee dies while he or she has a
relationship with the Company or any related entity or dies within the three
month period (or 12-month period in the case of totally disabled Optionees)
following cessation of such relationship, any option held by such Optionee to
the extent that the Optionee would have been entitled to exercise such
option, may be exercised within one year after his or her death by the
personal representative of his or her estate or by the person or persons to
whom the Optionee's rights under the option shall pass by will or by the
applicable laws of descent and distribution.

          5.11   STATUS OF SHAREHOLDER. Neither the Optionee nor any party to
which the Optionee's rights and privileges under the option may pass shall
be, or have any of the rights or privileges of, a shareholder of the Company
with respect to any of the shares issuable upon the exercise of any option
granted under this Plan unless and until such option has been exercised.

          5.12   CONTINUATION OF EMPLOYMENT. Nothing in this Plan or in any
option granted pursuant to this Plan shall confer upon any Optionee any right
to continue in the employ of the Company or of a related entity, or to
interfere in any way with the right of the Company or of any related entity
to terminate his or her employment or other relationship with the Company or
a related entity at any time.

          5.13   MODIFICATION AND AMENDMENT OF OPTION. Subject to the
requirements of Code Section 422 with respect to incentive stock options and
to the terms and conditions and within

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the limitations of this Plan, the Plan Administrator may modify or amend
outstanding options granted under this Plan. The modification or amendment of
an outstanding option shall not, without the consent of the Optionee, impair
or diminish any of his or her rights or any of the obligations of the Company
under such option. Except as otherwise provided in this Plan, no outstanding
option shall be terminated without the consent of the Optionee. Unless the
Optionee agrees otherwise, any changes or adjustments made to outstanding
incentive stock options granted under this Plan shall be made in such a
manner so as not to constitute a "modification" as defined in Code Section
424(h) and so as not to cause any incentive stock option issued hereunder to
fail to continue to qualify as an incentive stock option as defined in Code
Section 422(b).

          5.14   LIMITATION ON VALUE FOR INCENTIVE STOCK OPTIONS. As to all
incentive stock options granted under the terms of this Plan, to the extent
that the aggregate fair market value (determined at the time the incentive
stock option is granted) of the stock with respect to which incentive stock
options are exercisable for the first time by the Optionee during any
calendar year (under this Plan and all other incentive stock option plans of
the Company, a related entity or a predecessor corporation) exceeds $100,000,
those options (or the portion of an option) beyond the $100,000 threshold
shall be treated as nonqualified stock options. The previous sentence shall
not apply if the Internal Revenue Service publicly rules, issues a private
ruling to the Company, any Optionee, or any legatee, personal representative
or distributee of an Optionee or issues regulations changing or eliminating
such annual limit.

     SECTION 6.  GREATER THAN 10% SHAREHOLDERS.

          6.1    EXERCISE PRICE AND TERM OF INCENTIVE STOCK OPTIONS. If
incentive stock options are granted under this Plan to employees who own more
than 10% of the total combined voting power of all classes of stock of the
Company or any related entity, the term of such incentive stock options shall
not exceed five years and the exercise price shall be not less than 110% of
the fair market value of the Class A Common Stock at the time the incentive
stock option is granted. This provision shall control notwithstanding any
contrary terms contained in an option agreement or any other document.

          6.2    ATTRIBUTION RULE. For purposes of subsection 6.1, in
determining stock ownership, an employee shall be deemed to own the stock
owned, directly or indirectly, by or for his brothers, sisters, spouse,
ancestors and lineal descendants. Stock owned, directly or indirectly, by or
for a corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries. If an
employee or a person related to the employee owns an unexercised option or
warrant to purchase stock of the Company, the stock subject to that portion
of the option or warrant which is unexercised shall not be counted in
determining stock ownership. For purposes of this Section 6, stock owned by
an employee shall include all stock actually issued and outstanding
immediately before the grant of the incentive stock option to the employee.

     SECTION 7.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The aggregate
number and class of shares for which options may -be granted under this Plan,
the number and class of shares covered by each outstanding option and the
exercise price per share thereof (but not the total

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price), and each such option, shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of Class A Common Stock
of the Company resulting from a split-up or consolidation of shares or any
like capital adjustment, or the payment of any stock dividend.

          7.1    EFFECT OF LIQUIDATION, REORGANIZATION OR CHANGE IN CONTROL.

                 7.1.1    CASH, STOCK OR OTHER PROPERTY FOR STOCK. Except as
provided in subsection 7.1.2, upon a merger (other than a merger of the
Company in which the holders of Class A Common Stock immediately prior to the
merger have the same proportionate ownership of Class A Common Stock in the
surviving corporation immediately after the merger), consolidation,
acquisition of property or stock, separation, reorganization (other than a
mere reincorporation or the creation of a holding company) or liquidation of
the Company, as a result of which the shareholders of the Company receive
cash, stock or other property in exchange for or in connection with their
shares of Class A Common Stock, any option granted under this Plan shall
terminate. Notwithstanding the foregoing, the Optionee shall have the right
immediately prior to any such merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation to exercise such option
in whole or in part, to the extent the vesting requirements set forth in this
Plan have been satisfied, unless stated otherwise in the Optionee's
individual option agreement.

                 7.1.2    CONVERSION OF OPTIONS ON STOCK FOR STOCK EXCHANGE.
If the shareholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their shares of Class A Common
Stock in any transaction involving a merger (other than a merger of the
Company in which the holders of Class A Common Stock immediately prior to the
merger have the same proportionate ownership of common stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation or reorganization (other than a mere
reincorporation or the creation of a holding company), all options granted
under this Plan shall be converted into options to purchase shares of
Exchange Stock unless the Company and the corporation issuing the Exchange
Stock, in their sole discretion, determine that any or all such options
granted under this Plan shall not be converted into options to purchase
shares of Exchange Stock, but instead shall terminate in accordance with the
provisions o f subsection 7.1.1. The amount and price of converted options
shall be determined by adjusting the amount and price of the options granted
under this Plan in the same proportion as used for determining the number of
shares of Exchange Stock the holders of the Class A Common Stock receive in
such merger, consolidation, acquisition of property or stock, separation or
reorganization. Unless accelerated by the Board, the vesting schedule set
forth in the option agreement shall continue to apply for the Exchange Stock.

                 7.1.3    CHANGE IN CONTROL. In the event of a "Change in
Control," as defined in Section 7.1.4 below, of the Company after the Company
has registered any of its equity securities pursuant to Section 12(b) or
12(g) of the Exchange Act, unless otherwise determined by the Board prior to
the occurrence of such Change in Control, any options or portions of such
options outstanding as of the date such Change in Control is determined to
have occurred that are not yet fully vested shall not become fully vested
merely by the occurrence of a Change in Control.

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                 7.1.4    DEFINITION OF "CHANGE IN CONTROL." For purposes of
this Plan, a "Change in Control" shall mean (a) the first approval by the
Board or by the stockholders of the Company of an Extraordinary Event, (b) a
Purchase, or (c) a Board Change.

          For purposes of the Plan, an "Extraordinary Event" shall mean any
of the following actions:

          (i)    any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of Class A Common Stock would be converted into cash, securities or
other property, other than a merger of the Company in which the holders of
common stock immediately prior to the merger have substantially the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger;

          (ii)   any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially
all, the assets of the Company; or

          (iii)  the adoption of any plan or proposal for liquidation or
dissolution of the Company.

          For purposes of the Plan, a "Purchase" shall mean the acquisition
by any person (as such term is defined in Section 13(d) of the Exchange Act)
of any shares of Class A Common Stock or securities convertible into Class A
Common Stock) without the prior approval of a majority of the Continuing
Directors (as defined below) of the Company, if after making such acquisition
such person is the beneficial owner (as such term is defined in Rule 13d-3
under the Exchange Act) directly or indirectly of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities (calculated as provided in paragraph (d) of such Rule
13d-3).

          For purposes of the Plan, a "Board Change" shall have occurred if
individuals who constitute the Board of the Company at the time of adoption
of this Plan (the "Continuing Directors") cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a
Director subsequent to the date of adoption of this Plan whose nomination for
election was approved by a vote of at least a majority of the Continuing
Directors (other than a nomination of an individual whose initial assumption
of office is in connection with an actual threatened election contest
relating to the election of the Directors of the Company, as such terms are
used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be deemed
to be a Continuing Director.

          7.2    FRACTIONAL SHARES. In the event of any adjustment in the
number of shares covered by any option, any fractional shares resulting from
such adjustment shall be disregarded and each such option shall cover only
the number of full shares resulting from such adjustment.

          7.3    DETERMINATION OF BOARD TO BE FINAL. All Section 7
adjustments shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent of such adjustments, shall be
final, binding and conclusive. Unless an Optionee agrees otherwise, any

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change or adjustment to an incentive stock option shall be made in such a
manner so as not to constitute a "modification" as defined in Code Section
424(h) and so as not to cause his or her incentive stock option issued under
this Plan to fail to continue to qualify as an incentive stock option as
defined in Code Section 422(b).

     SECTION 8.  SECURITIES REGULATION. Shares shall not be issued with
respect to an option granted under this Plan unless the exercise of such
option and the issuance and delivery of such shares pursuant to the exercise
of such option shall comply with all relevant provisions of law, including,
without limitation, any applicable state securities laws, the Securities Act
of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares
may then be listed, and shall be further subject to the approval of counsel
for the Company with respect to such compliance, including the availability
of an exemption from registration for the issuance and sale of any shares
under this Plan. Inability of the Company to obtain from any regulatory body
having jurisdiction, the authority deemed by the Company's counsel to be
necessary for the lawful issuance and sale of any shares under this Plan or
the unavailability of an exemption from registration for the issuance and
sale of any shares under this Plan shall relieve the Company of any liability
in respect of the nonissuance or sale of such shares as to which such
requisite authority shall not have been obtained.

          As a condition to the exercise of an option, the Company may
require the Optionee to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without
any present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any relevant
provision of the aforementioned laws. At the option of the Company, a
stop-transfer order against any shares of stock may be placed on the official
stock books and records of the Company, and a legend indicating that the
stock may not be pledged, sold or otherwise transferred unless an opinion of
counsel is provided (concurred in by counsel for the Company) stating that
such transfer is not in violation of any applicable law or regulation, may be
stamped on stock certificates in order to assure exemption from registration.
The Plan Administrator may also require such other action or agreement by the
Optionees as may from time to time be necessary to c omply with the federal
and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO
UNDERTAKE REGISTRATION OF THE OPTIONS OR STOCK HEREUNDER.

          Should any of the Company's capital stock of the same class as the
stock subject to options granted under this Plan be listed on a national
securities exchange, all stock issued under this Plan if not previously
listed on such exchange shall be authorized by that exchange for listing on
such exchange prior to the issuance of such stock.

     SECTION 9.  AMENDMENT AND TERMINATION.

          9.1    BOARD ACTION. The Board may at any time suspend, amend or
terminate this Plan, provided that except as set forth in Section 7, the
approval of the Company's shareholders is necessary within 12 months before
or after the adoption by the Board of any amendment which will:

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                 (a)      increase the number of shares which are to be
reserved for the issuance of options under this Plan;

                 (b)      permit the granting of stock options to a class of
persons other than those presently permitted to receive stock options under
this Plan; or

                 (c)      require shareholder approval under applicable law,
including Section 16(b) of the Exchange Act.

          Any amendment to this Plan that would constitute a "modification"
to incentive stock options outstanding on the date of such amendment shall
not be applicable to outstanding incentive stock options, but shall have
prospective effect only, unless individual Optionees agree otherwise.

          9.2    AUTOMATIC TERMINATION. Unless sooner terminated by the
Board, this Plan shall terminate ten years from the earlier of (a) the date
on which this Plan is adopted by the Board or (b) the date on which this Plan
is approved by the shareholders of the Company. No option may be granted
after such termination or during any suspension of this Plan. The amendment
or termination of this Plan shall not, without the consent of the option
holder, alter or impair any rights or obligations under any option previously
granted under this Plan.

     SECTION 10. EFFECTIVENESS OF THIS PLAN. This Plan shall become effective
upon adoption by the Board so long as it is approved by the Company's
shareholders any time within 12 months before or after the adoption of this
Plan.

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