SysComm International Corporation Exhibit 4.1 to Form 10-K




EXHIBIT 4.1



NON-QUALIFIED STOCK OPTION AWARD

GRANTED TO DAVID A. LOPPERT




Mr. David A. Loppert

107 Pembroke Drive

Palm Beach Gardens, Florida 33418


Dear Mr. Loppert:


        On
January 1, 2001, the Company awarded you a stock option. You were granted an
option to buy 300,000 shares of the $.01 par value common stock of SysComm
International Corporation at a per share price of $.4688 on or after January 1,
2001 and on or before December 31, 2010. 


        IMPORTANT:
By signing below, you agree to be bound by, and acknowledge receipt of, the
attached Terms and Conditions of this Non-Qualified Stock Option Award
(“Terms and Conditions”). Capitalized terms are defined in the Terms
and Conditions. 



	  	SYSCOMM INTERNATIONAL CORPORATION 






	  	By: 	  /s/ ANAT EBENSTEIN 
 
	  	 	President




Read and agreed to this

1st day of January, 2001.



	 /s/ DAVID A. LOPPERT 
 	By: 
	David A. Loppert	 





TERMS AND CONDITIONS

                                         NON-QUALIFIED STOCK OPTION AWARD

                                            GRANTED TO DAVID A. LOPPERT



1.     Definitions


	(a) 	Company 	 SysComm International Corporation, a Delaware corporation. 




	(b) 	Option 	The option granted by the Option Award. 




	(c) 	Option Award 	The Non-Qualified  Stock Option Award to which the Terms and Conditions
                                           are  attached   together  with,   except  where  the  context  requires
                                           otherwise, these Terms and Conditions. 




	(d) 	Recipient 	David A. Loppert, the recipient of the Option Award. 





2.     Evidence of Option Grant and Option not an Incentive Stock Option


        
The  Option  Award  evidences  a grant to the  Recipient  of an  Option  to  purchase  that  number  of shares
(“Optioned  Shares”) of the par value $.01 per share common stock of the Company  (“Stock”) set forth on the Option
Award.  The  Recipient may exercise the Option as shown on the Option  Award.  The Option shall remain  exercisable
until  December  31, 2010  (“Option  Expiration  Date”).  In no event shall the Option or any part of the Option be
exercisable  after the Option  Expiration Date. The Option shall not be treated as an "Incentive Stock Option",  as
defined in Section 422 of the Internal Code of 1986, as amended.


3.     Exercise of Option


        The Option shall be  exercised  by the  Recipient  delivering  a written  notice of exercise to the  Company's
corporate  headquarters at 20 Precision  Drive,  Shirley,  New York 11967.  This notice shall specify the number of
Optioned Shares the Recipient then desires to purchase.


4.     Payment of Option Price


        Payment  for the shares  purchased  under the Option  shall be made to the Company  either in cash  (including
cashier's  check,  bank draft or money  order or a cashless  exercise  arrangement).  In  addition,  payment of the
Option  price may,  at the  discretion  of the  Company,  be made in whole or in part by the tender of shares or in
other property, rights and credits, including the Recipient's promissory note.


5.     Form of Notice of Exercise


        The  Recipient's  notice  as  required  by  Section  3 shall  be  signed  by the  Recipient  and  shall  be in
substantially the following form with appropriate adjustments depending on how the Option price is paid:


             “I hereby exercise my Option to purchase              shares  in  accordance  with my Option  Award  dated
January 1, 2001.



             The aggregate Option price of the shares I am purchasing is $        .



I hereby tender payment of such price (complete applicable item(s)):



             (a)   by delivery of a cashier's check, bank draft or money order made payable to



             the Company in the amount of $__________; and/or


             (b)   through a cashless exercise as follows:


             
            .”


6.     Stock Certificate


        Upon the exercise of the Option,  the  Recipient  shall be entitled to one Stock  certificate  evidencing  the
shares acquired upon exercise.




7.     Legends on Certificate


        The certificate to be issued under Section 6 shall be issued as soon as practicable.  Such  certificate  shall
contain thereon a legend in  substantially  the following form if the shares evidenced by such certificate have not
been registered under the Securities Act of 1933, as amended:


        “The shares  represented by this  certificate have not been registered under the Securities Act of 1933 or
any  applicable   state  law.  They  may  not  be  offered  for  sale,   sold,   transferred  or  pledged   without
(1) registration  under the Securities Act of 1933 and any applicable  state law, or (2) at  holder's  expense,  an
opinion (satisfactory to the Company) that registration is not required.”


The  certificate  shall also contain such other legends as may be  appropriate or required by law, such as a legend
relating to any shareholders agreement that may apply to the shares.


8.     Death; Nonassignability


        8.1   Death. If the Recipient dies, his personal  representative  and/or  beneficiary  shall have the right (but
not later than the Option  Expiration  Date) to exercise the Option to the extent it was not  exercised at the time
of the Recipient's death.


        8.2    Non-Transferability  of Rights;
Designation  of  Beneficiaries.  Except as provided below in this Section
8.2,  the Option  shall not be  transferable  by the  Recipient  otherwise  than by will or the laws of descent and
distribution,  and,  during the lifetime of the Recipient,  the Option shall be exercisable  only by the Recipient.
Notwithstanding  the foregoing,  the Recipient,  during his lifetime,  may transfer for no consideration the Option
to members  of his  immediate  family or a trust for the  benefit of him  and/or  members of his  immediate  family
subject to all of the  provisions  applicable to the Option prior to its transfer.  In addition,  the Recipient may
file with the Company a written  designation of a beneficiary or beneficiaries  to exercise,  in the event of death
of the  Recipient,  the Option,  subject to all of the provisions of this Section 8. The Recipient may from time to
time revoke or change any such  designation  of  beneficiary;  provided,  however,  that if the Company shall be in
doubt as to the right of any such  beneficiary to exercise the Option,  the Company may determine to recognize only
an exercise by the personal  representative of the estate of the Recipient,  in which case the Company shall not be
under any further liability to anyone.


9.     Withholding


        The  Company  or any  affiliate  that  employs  the  Recipient  shall  have the right to deduct  any sums that
federal,  state or local  tax law  requires  to be  withheld  with  respect  to the  exercise  of the  Option or as
otherwise  may be required by such laws.  The Company or any such  affiliate  may require as a condition to issuing
Stock upon the exercise of the Option that the  Recipient or other  person  exercising  the Option pay any sum that
federal,  state or local tax law requires to be withheld with respect to such  exercise.  In the  alternative,  the
Recipient  or other person  exercising  the Option,  may elect to pay such sums to the Company or the  affiliate by
delivering  written  notice of that  election  to the  Company's  corporate  headquarters  at 20  Precision  Drive,
Shirley,  New York 11967,  prior to or  concurrently  with exercise.  There is no obligation  that the Recipient be
advised of the existence of the tax or the amount which will be so required to be withheld.