Exhibit 10.4

NET-Tel Communications, Inc.,
A Delaware Corporation.
1998 Stock Incentive Plan

Adopted on January 26, 1998
Amended on September 30, 1998
Amended on March 15, 1999
Amended on November 10, 1999
Amended on January 25, 2000

TABLE OF CONTENTS
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Page
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SECTION 1. ESTABLISHMENT AND PURPOSE................................................................... 1

SECTION 2. ADMINISTRATION.............................................................................. 1
(a) Committees of the Board of Directors................................................... 1
(b) Authority of the Board of Directors.................................................... 1

SECTION 3. ELIGIBILITY................................................................................. 1
(a) General Rule........................................................................... 1
(b) Ten-Percent Shareholders............................................................... 1

SECTION 4. STOCK SUBJECT TO PLAN....................................................................... 1
(a) Basic Limitation....................................................................... 2
(b) Additional Shares...................................................................... 2

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES..................................................... 2
(a) Stock Purchase Agreement............................................................... 2
(b) Duration of Offers and Nontransferability of Rights.................................... 2
(c) Purchase Price......................................................................... 2
(d) Withholding Taxes...................................................................... 2
(e) Restrictions on Transfer of Shares and Minimum Vesting................................. 2
(f) Accelerated Vesting.................................................................... 3

SECTION 6. TERMS AND CONDITIONS OF OPTIONS............................................................. 3
(a) Stock Option Agreement................................................................. 3
(b) Number of Shares....................................................................... 3
(c) Limitation on ISOs..................................................................... 3
(d) Exercise Price......................................................................... 3
(e) Withholding Taxes...................................................................... 4
(f) Exercisability......................................................................... 4
(g) Accelerated Exercisability............................................................. 4
(h) Basic Term............................................................................. 4
(i) Nontransferability..................................................................... 4
(j) Termination of Service (Except by Death)............................................... 4
(k) Leaves of Absence...................................................................... 5
(l) Death of Optionee...................................................................... 5
(m) No Rights as a Shareholder............................................................. 6
(n) Modification, Extension and Assumption of Options...................................... 6
(o) Restrictions on Transfer of Shares and Minimum Vesting................................. 6
(p) Accelerated Vesting.................................................................... 6

SECTION 7. PAYMENT FOR SHARES.......................................................................... 6

(a) General Rule............................................................................ 6
(b) Surrender of Stock...................................................................... 6
(c) Services Rendered....................................................................... 7
(d) Promissory Note......................................................................... 7
(e) Exercise/Sale........................................................................... 7
(f) Exercise/Pledge......................................................................... 7

SECTION 8. ADJUSTMENT OF SHARES......................................................................... 7
(a) General................................................................................. 7
(b) Mergers and Consolidations.............................................................. 7
(c) Reservation of Rights................................................................... 8

SECTION 9. SECURITIES LAW REQUIREMENTS.................................................................. 8
(a) General................................................................................. 8
(b) Financial Reports....................................................................... 8

SECTION 10. NO RETENTION RIGHTS.......................................................................... 8

SECTION 11. DURATION AND AMENDMENTS...................................................................... 9
(a) Term of the Plan........................................................................ 9
(b) Right to Amend or Terminate the Plan.................................................... 9
(c) Effect of Amendment or Termination...................................................... 9

SECTION 12. DEFINITIONS.................................................................................. 9

SECTION 13. EXECUTION.................................................................................... 12

NET-TEL HOLDING COMPANY 1998 STOCK INCENTIVE PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

The purpose of the Plan is to offer selected individuals an opportunity to
acquire a proprietary interest in the success of the Company, or to increase
such interest, by purchasing Shares of the Company's Stock. The Plan provides
both for the direct award or sale of Shares and for the grant of Options to
purchase Shares. Options granted under the Plan may include Nonstatutory Options
as well as ISOs intended to qualify under Section 422 of the Code. Capitalized
terms are defined in Section 12.

SECTION 2. ADMINISTRATION.

(a) Committees of the Board of Directors. The Plan may be administered by
one or more Committees. Each Committee shall consist of two or more members of
the Board of Directors who have been appointed by the Board of Directors. Each
Committee shall have such authority and be responsible for such functions as the
Board of Directors has assigned to it. If no Committee has been appointed, the
entire Board of Directors shall administer the Plan. Any reference to the Board
of Directors in the Plan shall be construed as a reference to the Committee (if
any) to whom the Board of Directors has assigned a particular function.

(b) Authority of the Board of Directors. Subject to the provisions of
the Plan, the Board of Directors shall have full authority and discretion to
take any actions it deems necessary or advisable for the administration of the
Plan. All decisions, interpretations and other actions of the Board of Directors
shall be final and binding on all Purchasers, all Optionees and all persons
deriving their rights from a Purchaser or Optionee.

SECTION 3. ELIGIBILITY.

(a) General Rule. Only Employees, Outside Directors and Consultants shall
be eligible for the grant of Options or the direct award or sale of Shares. Only
Employees shall be eligible for the grant of ISOs.

(b) Ten-Percent Shareholders. An individual who owns more than 10% of the
total combined voting power of all classes of outstanding stock of the Company,
its Parent or any of its Subsidiaries shall not be eligible for designation as
an Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the
Fair Market Value of a Share on the date of grant, (ii) the Purchase Price (if
any) is at least 100% of the Fair Market Value of a Share and (iii) in the case
of an ISO, such ISO by its terms is not exercisable after the expiration of five
years from the date of grant. For purposes of this Subsection (b), in
determining stock ownership, the attribution rules of Section 424(d) of the Code
shall be applied.

SECTION 4. STOCK SUBJECT TO PLAN.

(a) Basic Limitation. The aggregate number of Shares that may be issued
under the Plan

(upon exercise of Options or other rights to acquire Shares) shall not exceed
4,255,000 issued Shares, subject to adjustment pursuant to Section 8. The number
of Shares that are subject to Options or other rights outstanding at any time
under the Plan shall not exceed the number of Shares that then remain available
for issuance under the Plan. The Company, during the term of the Plan, shall at
all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.

(b) Additional Shares. In the event that any outstanding Option or other
right for any reason expires or is canceled or otherwise terminated, the Shares
allocable to the unexercised portion of such Option or other right shall again
be available for the purposes of the Plan. In the event that Shares issued under
the Plan are reacquired by the Company pursuant to any forfeiture provision,
right of repurchase or right of first refusal, such Shares shall again be
available for the purposes of the Plan, except that the aggregate number of
Shares which may be issued upon the exercise of ISOs shall in no event exceed
4,255,000 Shares (subject to adjustment pursuant to Section 8).

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.

(a) Stock Purchase Agreement. Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Purchaser and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject to
any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

(b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Purchaser within 30 days after the grant of such right
was communicated to the Purchaser by the Company. Such right shall not be
transferable and shall be exercisable only by the Purchaser to whom such right
was granted.

(c) Purchase Price. The Purchase Price of Shares to be offered under
the Plan shall not be less than 85% of the Fair Market Value of such Shares, and
a higher percentage may be required by Section 3(b). Subject to the preceding
sentence, the Purchase Price shall be determined by the Board of Directors at
its sole discretion. The Purchase Price shall be payable in a form described in
Section 7.

(d) Withholding Taxes. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase.

(e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
awarded or sold under the Plan shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such restrictions shall be
set forth in the applicable Stock Purchase Agreement and shall apply in addition
to any restrictions that may apply to holders of Shares generally. In the case
of a Purchaser who is

not an officer of the Company, an Outside Director or a Consultant, any right to
repurchase the Purchaser's Shares at the original Purchase Price (if any) upon
termination of the Purchaser's Service shall lapse at least as rapidly as 20%
per year over the five-year period commencing on the date of the award or sale
of the Shares. Any such repurchase right may be exercised only within 90 days
after the termination of the Purchaser's Service for cash or for cancellation of
indebtedness incurred in purchasing the Shares.

(f) Accelerated Vesting. Unless the applicable Stock Purchase Agreement
expressly provides to the contrary or the Board of Directors determines
otherwise prior to a Change in Control, any right to repurchase a Purchaser's
Shares at the original Purchase Price (if any) upon termination of the
Purchaser's Service shall lapse and all of such Shares shall become fully vested
upon a Change in Control.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

(a) Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Board of Directors deems appropriate for inclusion
in a Stock Option Agreement. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical.

(b) Number of Shares. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

(c) Limitation on ISOs. The aggregate Fair Market Value of the Stock
(determined at the time of the grant of the Option) for which any Employee may
be granted ISOs in any calendar year must not be more than $100,000 plus a
carryover amount. The carryover amount for an Employee from any year is one-half
of the amount by which $100,000 exceeds the value at the time of grant of the
Stock for which ISOs were granted in such prior year. Amounts may be carried
over three years. Options granted in any year use up the $100,000 current year
limitation first and then the carryover from the earliest year.

(d) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the
Fair Market Value of a Share on the date of grant, and a higher percentage may
be required by Section 3(b). The Exercise Price of a Nonstatutory Option granted
on or before the Reliance Period Termination Date shall not be less than 85% of
the Fair Market Value of a Share on the date of grant, and a higher percentage
may be required by Section 3(b). The Exercise Price of a Nonstatutory Option
granted after the Reliance Period Termination Date shall not be less than 100%
of the Fair Market Value of a Share on the date of grant, and a higher
percentage may be required by Section 3(b). Subject to the preceding three
sentences, the Exercise Price under any Option shall be determined by the Board
of Directors at its sole discretion. The Exercise Price shall be payable in a
form described in Section 7.

(e) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise. The Optionee shall
also make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with the disposition of Shares acquired by
exercising an Option.

(f) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. In the case
of an Optionee who is not an officer of the Company, an Outside Director or a
Consultant, an Option shall become exercisable at least as rapidly as 20% per
year over the five-year period commencing on the date of the grant. Subject to
the preceding sentence, the exercisability provisions of any Stock Option
Agreement shall be determined by the Board of Directors at its sole discretion.
An Option shall not be exercised for fewer than 100 Shares (without adjustment
under Section 8), unless fewer than 100 Shares remain subject to such Option.

(g) Accelerated Exercisability. Unless the applicable Stock Option
Agreement expressly provides to the contrary or the Board of Directors
determines otherwise prior to a Change in Control, all of an Optionee's Options
shall become fully exercisable upon a Change in Control.

(h) Basic Term. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed 10 years from the date of grant, and a shorter
term may be required by Section 3(b). Subject to the preceding sentence, the
Board of Directors at its sole discretion shall determine when an Option is to
expire.

(i) Nontransferability. No Option shall be transferable by the Optionee
other than by beneficiary designation, will or the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee's guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged or hypothecated
by the Optionee during the Optionee's lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.

(j) Termination of Service (Except by Death). If an Optionee's Service
terminates for any reason other than the Optionee's death, then the Optionee's
Options shall expire on the earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection (g)
above;

(ii) The date three months after the termination of the Optionee's
Service for any reason other than Cause, Retirement or Disability;

(iii) The date of the termination of the Optionee's Service for
Cause; or

(iv) The date 12 months after the termination of the Optionee's
Service by reason of Retirement or Disability.

The Optionee may exercise all or part of the Optionee's Options at any time
before the expiration of such Options under the preceding sentence, but only to
the extent that such Options had become exercisable before the Optionee's
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee's Service terminated (or
vested as a result of the termination). The balance of such Options shall lapse
when the Optionee's Service terminates. In the event that the Optionee dies
after the termination of the Optionee's Service but before the expiration of the
Optionee's Options, all or part of such Options may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Options directly from the Optionee by
beneficiary designation, bequest or inheritance, but only to the extent that
such Options had become exercisable before the Optionee's Service terminated (or
became exercisable as a result of the termination) and the underlying Shares had
vested before the Optionee's Service terminated (or vested as a result of the
termination).

(k) Leaves of Absence. For purposes of Subsection (i) above, Service
shall be deemed to continue while the Optionee is on a bona fide leave of
absence, if such leave was approved by the Company in writing and if continued
crediting of Service for this purpose is expressly required by the terms of such
leave or by applicable law (as determined by the Company).

(l) Death of Optionee. If an Optionee dies while the Optionee is in
Service, then the Optionee's Options shall expire on the earlier of the
following dates:

(i) The expiration date determined pursuant to Subsection (g) above;
or

(ii) The date 12 months after the Optionee's death.

All or part of the Optionee's Options may be exercised at any time before the
expiration of such Options under the preceding sentence by the executors or
administrators of the Optionee's estate or by any person who has acquired such
Options directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that such Options had become exercisable
before the Optionee's death or became exercisable as a result of the death. The
balance of such Options shall lapse when the Optionee dies.

(m) No Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to receive
such Shares by filing a notice of exercise and paying the Exercise Price
pursuant to the terms of such Option.

(n) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations

under such Option.

(o) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
issued upon exercise of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such restrictions shall be
set forth in the applicable Stock Option Agreement and shall apply in addition
to any restrictions that may apply to holders of Shares generally. In the case
of an Optionee who is not an officer of the Company, an Outside Director or a
Consultant, any right to repurchase the Optionee's Shares at the original
Exercise Price upon termination of the Optionee's Service shall lapse at least
as rapidly as 20% per year over the five-year period commencing on the date of
the option grant. Any such repurchase right may be exercised only within 90 days
after the termination of the Optionee's Service for cash or for cancellation of
indebtedness incurred in purchasing the Shares.

(p) Accelerated Vesting. Unless the applicable Stock Option Agreement
expressly provides to the contrary or the Board of Directors determines
otherwise prior to a Change in Control, any right to repurchase an Optionee's
Shares at the original Exercise Price upon termination of the Optionee's Service
shall lapse and all of such Shares shall become fully vested upon a Change in
Control.

SECTION 7. PAYMENT FOR SHARES.

(a) General Rule. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in cash or cash equivalents at the time
when such Shares are purchased, except as otherwise provided in this Section 7.

(b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, all or any part of the Exercise Price may be paid by surrendering, or
attesting to the ownership of, Shares that are already owned by the Optionee.
Such Shares shall be surrendered to the Company in good form for transfer and
shall be valued at their Fair Market Value on the date when the Option is
exercised. The Optionee shall not surrender, or attest to the ownership of,
Shares in payment of the Exercise Price if such action would cause the Company
to recognize compensation expense (or additional compensation expense) with
respect to the Option for financial reporting purposes.

(c) Services Rendered. At the discretion of the Board of Directors,
Shares may be awarded under the Plan in consideration of services rendered to
the Company, a Parent or a Subsidiary prior to the award.

(d) Promissory Note. To the extent that a Stock Option Agreement so
provides, all or a portion of the Exercise Price of Shares issued under the Plan
may be paid with a full-recourse promissory note. The Shares shall be pledged as
security for payment of the principal amount of the promissory note and interest
thereon. The interest rate payable under the terms of the promissory note shall
not be less than the minimum rate (if any) required to avoid the imputation of
additional interest under the Code. Subject to the foregoing, the Board of
Directors (at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such note.

(e) Exercise/Sale. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form prescribed by the Company) of an irrevocable direction
to a securities broker approved by the Company to sell Shares and to deliver all
or part of the sales proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

(f) Exercise/Pledge. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form prescribed by the Company) of an irrevocable direction
to pledge Shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.

SECTION 8. ADJUSTMENT OF SHARES.

(a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend payable in a form other than Shares in an amount that has a material
effect on the Fair Market Value of the Stock, a combination or consolidation of
the outstanding Stock into a lesser number of Shares, a recapitalization, a
spin-off, a reclassification or a similar occurrence, the Board of Directors
shall make appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 4, (ii) the number of Shares covered
by each outstanding Option or (iii) the Exercise Price under each outstanding
Option.

(b) Mergers and Consolidations. In the event that the Company is a party
to a merger or consolidation, outstanding Options shall be subject to the
agreement of merger or consolidation. Such agreement, without the Optionees'
consent, may provide for:

(i) The continuation of such outstanding Options by the Company (if
the Company is the surviving corporation);

(ii) The assumption of the Plan and such outstanding Options by the
surviving corporation or its parent;

(iii) The substitution by the surviving corporation or its parent of
options with substantially the same terms for such outstanding Options; or

(iv) The cancellation of such outstanding Options without payment of
any consideration.

(c) Reservation of Rights. Except as provided in this Section 8, an
Optionee or Purchaser shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.

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

SECTION 9. SECURITIES LAW REQUIREMENTS.

(a) General. Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange or
other securities market on which the Company's securities may then be traded.

(b) Financial Reports. Upon receipt of written request from any
Participant or shareholder who has received stock under the Plan, the Company,
once each year shall furnish to such Participant or shareholder its balance
sheet and income statement, unless such Participant or shareholder are key
employees whose duties with the Company assure them access to equivalent
information. Such balance sheet and income statement need not be audited.

SECTION 10. NO RETENTION RIGHTS.

Nothing in the Plan or in any right or Option granted under the Plan shall
confer upon the Purchaser or Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Parent or Subsidiary employing or retaining
the Purchaser or Optionee) or of the Purchaser or Optionee, which rights are
hereby expressly reserved by each, to terminate his or her Service at any time
and for any reason, with or without Cause.

SECTION 11. DURATION AND AMENDMENTS.

(a) Term of the Plan. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's shareholders. In the event that the shareholders fail
to approve the Plan within 12 months after its adoption by the Board of
Directors, any grants of Options or sales or awards of Shares that have already
occurred shall be rescinded, and no additional grants, sales or awards shall be
made thereafter under the Plan. The Plan shall terminate automatically 10 years
after its adoption by the Board of Directors and may be terminated on any
earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan. The Board of Directors may
amend, suspend or terminate the Plan at any time and for any reason; provided,
however, that any amendment of the Plan which increases the number of Shares
available for issuance under the Plan (except as provided in Section 8), or
which materially changes the class of persons who are eligible for the grant of
ISOs, shall be subject to the approval of the Company's shareholders.
Shareholder approval shall not be required for any other amendment of the Plan.

(c) Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Shares previously issued or any Options previously
granted under the Plan, unless, in the case of an amendment, such amendment
expressly so provides.

SECTION 12. DEFINITIONS.

(a) "Board of Directors" shall mean the Board of Directors of the Company,
as constituted from time to time.

(b) "Cause" shall mean:

(i) Unauthorized use or disclosure of the confidential information
or trade secrets of the Company;

(ii) Conviction of, or a plea of "guilty" or "no contest" to, a
felony under the laws of the United States or any state thereof;

(iii) Willful misconduct or gross negligence; or

(iv) Continued failure to perform assigned duties or to comply with
reasonable policies of the Company.

i. The consummation of a merger or consolidation of the
Company with or into another entity or any other
corporate reorganization, if more than 50% of the
combined voting power of the continuing or surviving
entity's securities outstanding immediately after such
merger, consolidation or other reorganization is owned by
persons who were not shareholders of the Company
immediately prior to such merger, consolidation or other
reorganization;

ii. The sale, transfer or other disposition of all or
substantially all of the Company's assets; or

iii. The dissolution or liquidation of the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(e) "Committee" shall mean a committee of the Board of Directors, as
described in Section 2(a).

(f) "Company" shall mean NET-tel Communications, Inc., a Delaware
corporation.

(g) "Consultant" shall mean an individual who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.

(h) "Disability" shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment.

(i) "Employee" shall mean any individual who is a common-law employee of
the Company, a Parent or a Subsidiary.

(j) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of Directors in
the applicable Stock Option Agreement.

(k) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.

(l) "ISO" shall mean an employee incentive stock option described in
Section 422(b) of the Code.

(m) "Nonstatutory Option" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.

(n) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

(o) "Optionee" shall mean an individual who holds an Option.

(p) "Outside Director" shall mean a member of the Board of Directors who
is not an Employee.

(q) "Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

(r) "Plan" shall mean this NET-tel Communications, Inc. 1998 Stock
Incentive Plan.

(s) "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Board of Directors.

(t) "Purchaser" shall mean an individual to whom the Board of Directors
has offered the right to acquire Shares under the Plan (other than upon exercise
of an Option).

(u) "Reliance Period Termination Date" shall mean the date that is the
earlier of:

(1) The date of expiration or termination of the Plan;

(2) The date of any material modification of the Plan;

(3) The first date as of which all Options provided for under the
Plan have been issued; and

(4) The date of the first meeting of shareholders of the Company at
which directors are to be elected that occurs after the close of the third
calendar year following the calendar year in which an initial public offering of
the Company occurs or, in case the Company becomes publicly held without an
initial public offering, the first calendar year following the calendar year in
which the Company becomes publicly held.

(v) "Retirement" shall mean termination of Service after attainment of age
65.

(w) "Service" shall mean service as an Employee, Outside Director or
Consultant.

(x) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 8 (if applicable).

(y) "Stock" shall mean the Common Stock of the Company.

(z) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to the Optionee's Option.

(aa) "Stock Purchase Agreement" shall mean the agreement between the
Company and a Purchaser who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

(bb) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

SECTION 13. EXECUTION.

To record the adoption of the Plan by the Board of Directors, the Company
has caused its authorized officer to execute the same.

NET-TEL COMMUNICATIONS, INC.

/s/ James F. Kenefick
-----------------------------------
By: James F. Kenefick
Title: Founder and CEO