EXHIBIT 10.11

                                AMENDMENT TO THE

                     INTERDIGITAL COMMUNICATIONS CORPORATION
                         1992 EMPLOYEE STOCK OPTION PLAN

         Pursuant to an October 24, 2001 resolution of the Board of Directors of
InterDigital Communications Corporation, the above-referenced plan (the "Plan")
is amended as follows.

                  I.       Section 13 is hereby deleted in its entirety and is
         replaced with the following:

                           Section 13. Transferability.

                           (a) In General. Except as provided in Section 13(b),
                  no Option shall be assignable or transferable otherwise than
                  by will or by the laws of descent and distribution. Except as
                  provided in Section 13(b), during the lifetime of the
                  Optionee, the Optionee's Options shall be exercisable only by
                  such Optionee, or in the event of his or her legal incapacity,
                  then by the Optionee's legal representative.

                           (b) Transferable Options. Unless otherwise provided
                  in the applicable Option Agreement, Options granted to or held
                  by an Optionee may be transferred, in whole or in part, to one
                  or more transferees and exercised by any such transferee;
                  provided that (i) any such transfer is by gift without
                  consideration, (ii) each transferee is a Family Member (as
                  such term is defined in the General Instructions A.1(a)(5) to
                  Form S-8 under the Securities Act, and any successor thereto)
                  of the Optionee, and (iii) any such transfer is approved in
                  advance by the Committee or the Board. No transfer of an
                  Option shall be effective unless the Committee or the Board is
                  notified of the terms and conditions of the transfer and the
                  Committee or the Board determines that the transfer complies
                  with the requirements for transfers of Options under the Plan
                  and the applicable Option Agreement. Following transfer of an
                  Option, the Option shall continue to be subject to the terms
                  and conditions of the Plan and the applicable Option
                  Agreement; provided that the term "Optionee" shall be deemed
                  to refer to the transferee for purposes of the Plan, other
                  than:

                            (A) in this Section 13(b), Section 20(b), Section
                           20(c), Section 22 and the first paragraph of Section
                           6(d) of the Plan, in which cases the term "Optionee"
                           shall continue to refer to the original recipient of
                           the Option; and

                           (B) in Section 6(f) of the Plan, in which case the
                           term "Optionee" shall continue to refer to the
                           original recipient of the Option when describing the
                           Optionee's termination of employment, death or
                           disability and shall be deemed to refer to the
                           transferee when referring to the person who may
                           exercise the Option following those events.




                  II.      The following is added to Section 20 as a new
        paragraph (c):

                           (c) If (i) an Optionee transfers his or her Option,
                  or any part thereof, pursuant to Section 13 of the Plan, and
                  (ii) the Company receives a copy of an agreement between the
                  Optionee and the transferee pursuant to which the transferee
                  assumes the Optionee's obligation to satisfy the Company's tax
                  withholding obligation that will arise in connection with the
                  exercise of the transferred Option, as described in Section
                  20(b) above, then the Company shall not honor the exercise of
                  the Option by the transferee, and shall not issue any shares
                  in respect of any such exercise, until the transferee pays in
                  cash to the Company an amount sufficient to cover such tax
                  liability or otherwise makes adequate provision, as determined
                  by the Company in its sole discretion, for the Company's
                  satisfaction of the Company's withholding obligations under
                  federal, state and local law.

         The Plan, as amended by the foregoing changes, is ratified and
confirmed in all respects.



                                                 Amended as of October 24, 2001.