EXHIBIT 10.15

                                AMENDMENT TO THE

                     INTERDIGITAL COMMUNICATIONS CORPORATION
           1995 STOCK OPTION PLAN FOR EMPLOYEES AND OUTSIDE DIRECTORS

         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 14 is hereby deleted in its entirety and is replaced
                  with the following:

                  Section 14.  Transferability.

                           (a) In General. Except as provided in Section 14(b),
                  no Option shall be assignable or transferable otherwise than
                  by will or by the laws of descent and distribution or pursuant
                  to a domestic relations order as defined in the Code.

                           (b) Transferable Options. Unless otherwise provided
                  in the applicable Option Agreement, Non-Qualified Stock
                  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.
                  Any person to whom an Option has been transferred may exercise
                  an Option only in accordance with the Plan and the applicable
                  Option Agreement. Following transfer of an Option, or any part
                  thereof, the portion of the Option that has been transferred
                  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 all purposes of the Plan, other than:

                           (A) in Section 6(e), this Section 14(b), Section
                           21(b), Section 21(c) and Section 23 of the Plan, in
                           which cases the term "Optionee" shall continue to
                           refer to the original recipient of the Option;

                           (B) in Section 6(g) 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; and




                           (C) in Section 6(h) of the Plan, in which the term
                           "Optionee" shall continue to refer to the original
                           recipient of the Option when describing the
                           Optionee's termination of employment or engagement
                           and when referring to the person who has committed
                           any of the acts described in clauses (i), (ii), (iii)
                           or (iv) of that Section and shall refer to the
                           transferee when referring to the holding of
                           unexercised Options.

         II.      The following is added to Section 21 as a new paragraph (c):

                           (c) If (i) an Optionee transfers his or her Option,
                  or any part thereof, pursuant to Section 14 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, if any, that will arise in connection
                  with the exercise of the transferred Option, as described in
                  Section 21(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.