AMENDMENT TO THE

                     INTERDIGITAL COMMUNICATIONS CORPORATION
                         NON-QUALIFIED STOCK OPTION PLAN

     The Board of Directors of InterDigital Communications Corporation has
caused the above-referenced plan (the "Plan") to be amended as follows,
effective as of the approval by the Company's shareholders of the 2000 Stock
Award and Incentive Plan (the 2000 Plan") on June 1, 2000:

     Section 4 of the Plan is hereby amended by deleting in the section in its
entirety and replacing it with the following:

     "Effective June 1, 2000, no further Options may be granted under this
     Plan. Shares subject to an Option that is canceled, expired, forfeited,
     settled in cash or otherwise terminated without a delivery of shares to the
     Participant after June 1, 2000 shall return to the 2000 Plan and become
     available for future grant under the 2000 Plan."


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