<PAGE>

                                                                    Exhibit 10.1

                       INTERACTIVE SYSTEMS WORLDWIDE INC.


                             2006 STOCK OPTION PLAN

<PAGE>

                       INTERACTIVE SYSTEMS WORLDWIDE INC.
                             2006 STOCK OPTION PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page

<S>     <C>                                                                                             <C>
1.      Purpose of the Plan..............................................................................1
2.      Stock Subject to the Plan........................................................................1
3.      Administration of the Plan.......................................................................2
4.      Type of Option...................................................................................2
5.      Eligibility......................................................................................3
6.      Restrictions on Options..........................................................................3
7.      Option Agreement; Disqualifying Dispositions.....................................................4
8.      Option Price.....................................................................................4
9.      Manner of Payment; Manner of Exercise............................................................5
10.     Exercise of Options..............................................................................6
11.     Term of Options; Exercisability..................................................................6
12.     Transferability..................................................................................7
13.     Recapitalization, Reorganizations and the Like...................................................8
14.     No Special Employment Rights.....................................................................9
15.     Withholding.....................................................................................10
16.     Restrictions on Exercise of Options and Issuance of Shares......................................10
17.     Purchase for Investment; Rights of Holder on Subsequent Registration............................10
18.     Loans...........................................................................................11
19.     Modification of Outstanding Options.............................................................11
20.     Approval of Board and Stockholders..............................................................11
21.     Termination and Amendment of Plan...............................................................12
22.     Duties of the Company...........................................................................12
23.     Limitation of Rights in the Option Shares.......................................................12
24.     Governing Law...................................................................................12
25.     Notices.........................................................................................12
26.     Headings........................................................................................13
</TABLE>

<PAGE>

                       INTERACTIVE SYSTEMS WORLDWIDE INC.
                             2006 STOCK OPTION PLAN

1.       PURPOSE OF THE PLAN.

         The purpose of the Interactive Systems Worldwide Inc. 2006 Stock Option
Plan (the "Plan") is to advance the interests of Interactive Systems Worldwide
Inc., a Delaware corporation (the "Company"), by providing an opportunity for
ownership of the stock of the Company by employees, agents and directors of, and
consultants to, the Company or of any subsidiary corporation (herein called
"subsidiary" or "subsidiaries"), as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code") and the Treasury regulations
promulgated thereunder (the "Regulations"). Such employees, agents and directors
of, and consultants to, the Company or any subsidiary are hereinafter referred
to individually as an "Eligible Person" and collectively as "Eligible Persons".
By providing an opportunity for such stock ownership, the Company seeks to
attract and retain qualified personnel, and otherwise to provide additional
incentive for optionees to promote the success of its business.

2.       STOCK SUBJECT TO THE PLAN.

         (a)      The total number of shares of the authorized but unissued or
                  treasury shares of the common stock, $.001par value per share,
                  of the Company (the "Common Stock") for which options may be
                  granted under the Plan (the "Options") shall be 500,000, plus
                  any shares subject to outstanding options under the Company's
                  1995 Stock Option Plan or 1996 Stock Option Plan on the date
                  of stockholder approval of the Plan that later cease to be
                  subject to such options for any reason other than such options
                  having been exercised, subject to adjustment as provided in
                  Section 13 hereof.

         (b)      If an Option granted or assumed hereunder shall expire or
                  terminate for any reason without having been exercised in
                  full, the unpurchased shares subject thereto shall again be
                  available for subsequent Option grants under the Plan.

         (c)      Common Stock issuable upon exercise of an Option may be
                  subject to such restrictions on transfer, repurchase rights or
                  other conditions or restrictions as shall be determined by the
                  Board of Directors of the Company (the "Board").

         (d)      The maximum number of Options that may be granted to any
                  Eligible Person during any one-year period is 300,000.
<PAGE>

3.       ADMINISTRATION OF THE PLAN.

         (a)      The Plan shall be administered by the Board. No member of the
                  Board shall act upon any matter affecting any Option granted
                  or to be granted to himself or herself under the Plan;
                  provided, however, that nothing contained herein shall be
                  deemed to prohibit a member of the Board from acting upon any
                  matter generally affecting the Plan or any Options granted
                  thereunder. A majority of the members of the Board shall
                  constitute a quorum, and any action may be taken by a majority
                  of those present and voting at any meeting. The decision of
                  the Board as to all questions of interpretation and
                  application of the Plan shall be final, binding and conclusive
                  on all persons. The Board, in its sole discretion, may grant
                  Options to purchase shares of the Common Stock only as
                  provided in the Plan, and shares shall be issued upon exercise
                  of such Options as provided in the Plan. The Board shall have
                  authority, subject to the express provisions of the Plan, to
                  determine the Eligible Persons who shall be issued Options,
                  the times when Options shall be granted and within which they
                  may be exercised, the prices at which Options shall be
                  exercised, the number of shares of Common Stock to be subject
                  to each Option and whether an Option shall be treated as an
                  incentive stock option or a non-qualified stock option. The
                  Board shall also have the authority, subject to the express
                  provisions of the Plan, to amend the Plan, to determine the
                  terms and provisions of the respective option agreements,
                  which may but need not be identical, to construe the
                  respective option agreements and the Plan, and to make all
                  other determinations in the judgment of the Board necessary or
                  desirable for the administration of the Plan. Notwithstanding
                  the foregoing, the maximum aggregate number of Options that
                  may be granted to any Eligible Person during any one-year
                  period shall not exceed 300,000. The Board may correct any
                  defect or supply any omission or reconcile any inconsistency
                  in the Plan or in any option agreement in the manner and to
                  the extent it shall deem expedient to implement the Plan and
                  shall be the sole and final judge of such expediency. The
                  Board, in its discretion, may delegate its power, duties and
                  responsibilities to a committee, consisting solely of two or
                  more "Non-Employee Directors" (as hereinafter defined). If a
                  committee is so appointed, all references to the Board herein
                  shall mean and relate to such committee. The existence of such
                  a committee shall not affect the power or authority of the
                  Board to administer the Plan. For the purposes of the Plan,
                  the term "Non-Employee Director" shall have the meaning
                  ascribed to it in paragraph (b)(3) of Rule 16b-3 promulgated
                  under the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), as such term is interpreted from time to
                  time.

4.       TYPE OF OPTION.

         Options granted pursuant to the Plan shall be authorized by action of
the Board and may be designated as either incentive stock options meeting the
requirements of Section 422 of the Code or non-qualified stock options which are
not intended to meet the requirements of such Section 422 of the Code, the
designation to be in the sole discretion of the Board. Options designated as
incentive stock options that fail to continue to meet the requirements of
Section 422 of the Code shall be redesignated as non-qualified stock options
automatically without further action by the Board on the date of such failure to
continue to meet the requirements of Section 422 of the Code.


                                       2
<PAGE>

5.       ELIGIBILITY.

         Options designated as incentive stock options may be granted only to
Eligible Persons who are officers or employees of the Company or of any
subsidiary. Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to be granted incentive stock options pursuant
to the Plan. Options designated as non-qualified stock options may be granted to
any Eligible Person.

         The Board shall take into account such factors as it may deem relevant
in determining the number of shares of Common Stock to be included in an Option
to be granted to any Eligible Person.

6.       RESTRICTIONS ON OPTIONS.

         Incentive stock options (but not non-qualified stock options) granted
under this Plan shall be subject to the following restrictions:

         (a)      Limitation on Number of Shares. The aggregate fair market
                  value of the shares of Common Stock with respect to which
                  incentive stock options are granted (determined as of the date
                  the incentive stock options are granted), exercisable for the
                  first time by an individual during any calendar year shall not
                  exceed $100,000. If an incentive stock option is granted
                  pursuant to which the aggregate fair market value of shares
                  with respect to which it first becomes exercisable in any
                  calendar year by an individual exceeds such $100,000
                  limitation, the portion of such option which is in excess of
                  the $100,000 limitation shall be treated as a non-qualified
                  stock option pursuant to Section 422(d)(1) of the Code. In
                  determining the fair market value under this clause (a), the
                  provisions of Section 8 hereof shall apply. In the event that
                  an individual is eligible to participate in any other stock
                  option plan of the Company or any subsidiary of the Company
                  which is also intended to comply with the provisions of
                  Section 422 of the Code, such $100,000 limitation shall apply
                  to the aggregate number of shares for which incentive stock
                  options may be granted under this Plan and all such other
                  plans.

         (b)      Ten Percent Stockholder. If any Eligible Person to whom an
                  incentive stock option is granted pursuant to the provisions
                  of the Plan is on the date of grant the owner of stock (as
                  determined under Section 424(d) of the Code) possessing more
                  than 10% of the total combined voting power of all classes of
                  stock of the Company or any subsidiary of the Company, then
                  the following special provisions shall be applicable to the
                  incentive stock options granted to such individual:


                                       3
<PAGE>

                  (i)      The Option price per share subject to such Options
                           shall be not less than 110% of the fair market value
                           of the shares of Common Stock with respect to which
                           Options are granted (determined as of the date such
                           Option was granted). In determining the fair market
                           value under this clause (i), the provisions of
                           Section 8 hereof shall apply.

                  (ii)     The Option by its terms shall not be exercisable
                           after the expiration of five years from the date such
                           Option is granted.

7.                OPTION AGREEMENT; DISQUALIFYING DISPOSITIONS.

                  (a)      Each Option shall be evidenced by an option
                           agreement, in a form approved from time to time by
                           the Board (the "Agreement"), duly executed on behalf
                           of the Company and by the optionee to whom such
                           Option is granted, which Agreement shall comply with
                           and be subject to the terms and conditions of the
                           Plan. The Agreement may contain such other terms,
                           provisions and conditions which are not inconsistent
                           with the Plan as may be determined by the Board;
                           provided that Options designated as incentive stock
                           options shall meet all of the conditions for
                           incentive stock options as defined in Section 422 of
                           the Code. No Option shall be granted within the
                           meaning of the Plan and no purported grant of any
                           Option shall be effective until the Agreement shall
                           have been duly executed on behalf of the Company and
                           the optionee.

                  (b)      If an optionee makes a "disposition" (within the
                           meaning of Section 424(c) of the Code) of shares of
                           Common Stock issued upon exercise of an incentive
                           stock option within two years from the date of grant
                           or within one year from the date the shares of Common
                           Stock are transferred to the optionee, the optionee
                           shall, within ten days of disposition, notify the
                           Company and deliver to it any withholding and
                           employment taxes due. However, if the optionee is a
                           person subject to Section 16(b) of the Exchange Act,
                           delivery of any withholding and employment taxes due
                           may be deferred until ten days after the date any
                           income on the disposition is recognized under Section
                           83 of the Code. The Company may cause a legend to be
                           affixed to certificates representing shares of Common
                           Stock issued upon exercise of incentive stock options
                           to ensure that the Company receives notice of
                           disqualifying dispositions.

8.                OPTION PRICE.

                  (a)      The Option price or prices of shares of the Common
                           Stock for Options designated as non-qualified stock
                           options shall be as determined by the Board.

                  (b)      Subject to the conditions set forth in Section 6(b)
                           hereof, the Option price or prices of shares of the
                           Company's Common Stock designated as incentive stock
                           options shall be at least the fair market value of
                           such Common Stock on the date the Option is granted
                           as determined by the Board in accordance with the
                           Regulations promulgated under Section 422 of the
                           Code.


                                       4
<PAGE>

                  (c)      If such shares are then listed on any national
                           securities exchange, the fair market value shall be
                           the mean between the high and low sales prices, if
                           any, on the largest such exchange on the date of the
                           grant of the Option or, if there are no such sales on
                           such date, shall be determined by taking a weighted
                           average of the means between the highest and lowest
                           sales prices on the nearest date before and the
                           nearest date after the date of grant in accordance
                           with Section 25.2512-2 of the Regulations. If the
                           shares are not then listed on any such exchange, the
                           fair market value of such shares shall be the mean
                           between the closing "Bid" and the closing "Ask"
                           prices, if any, as reported in the National
                           Association of Securities Dealers Automated Quotation
                           System ("NASDAQ") for the date of the grant of the
                           Option, or, if there are no such prices on such date,
                           shall be determined by taking a weighted average of
                           the means between the highest and lowest sales prices
                           on the nearest date before and the nearest date after
                           the date of grant in accordance with Section
                           25.2512-2 of the Regulations. If the shares are not
                           then either listed on any such exchange or quoted in
                           NASDAQ, the fair market value shall be the mean
                           between the average of the "Bid" and "Ask" prices, if
                           any, as reported in the National Association of
                           Securities Dealers National Daily Quotation Service
                           for the date of the grant of the Option, or, if there
                           are no such prices on such date, shall be determined
                           by taking a weighted average of the means between the
                           highest and lowest sales prices on the nearest date
                           before and the nearest date after the date of grant
                           in accordance with Section 25.2512-2 of the
                           Regulations. If the fair market value cannot be
                           determined under the preceding three sentences, it
                           shall be determined in good faith by the Board in
                           accordance with Section 422 of the Code.

9.       MANNER OF PAYMENT; MANNER OF EXERCISE.

                  (a)      Options granted under the Plan may provide for the
                           payment of the exercise price by delivery of (i) cash
                           or a check payable to the order of the Company in an
                           amount equal to the exercise price of such Options,
                           (ii) shares of Common Stock owned by the optionee
                           having a fair market value (at the date of exercise)
                           equal in amount to the exercise price of the Options
                           being exercised, or (iii) any combination of (i) and
                           (ii). The fair market value of any shares of Common
                           Stock which may be delivered upon exercise of an
                           Option shall be determined by the Board in accordance
                           with Section 8 hereof.

                  (b)      To the extent that an Option is exercisable, Options
                           may be exercised in full at one time or in part from
                           time to time, by giving written notice, signed by the
                           person or persons exercising the Option, to the
                           Company, stating the number of shares with respect to
                           which the Option is being exercised, accompanied by
                           payment in full for such shares as provided in
                           Section 9(a) hereof. No exercise of an Option may be
                           made for fewer than 100 full shares of Common Stock
                           unless such exercise is made for the entire amount of
                           shares remaining to be purchased pursuant to such
                           Option. Upon such exercise, delivery of a certificate
                           for paid-up, non-assessable shares shall be made by
                           the Company to the person or persons exercising the
                           Option within 20 business days after receipt of such
                           notice by the Company.


                                       5
<PAGE>

10.      EXERCISE OF OPTIONS.

         Each Option granted under the Plan shall, subject to Sections 11(b), 13
and 16 hereof, be exercisable at such time or times and during such period as
shall be set forth in the Agreement; provided, however, that except as otherwise
provided pursuant to the provisions of Section 6(b) hereof, no Option granted
under the Plan shall have a term in excess of ten years from the date of grant.

11.      TERM OF OPTIONS; EXERCISABILITY.

                  (a)      Term.

                           (i)      Each Option shall expire on a date
                                    determined by the Board which is not more
                                    than ten years from the date of the granting
                                    thereof, except (a) as otherwise provided
                                    pursuant to the provisions of Section 6(b)
                                    hereof, and (b) for earlier termination as
                                    herein provided.

                           (ii)     Except as otherwise provided in this Section
                                    11, an Option granted to any optionee who
                                    ceases to be an Eligible Person for any
                                    reason shall terminate on the earlier of (i)
                                    three (3) months after the date such
                                    optionee ceased to be an Eligible Person, or
                                    (ii) the date on which the Option expires by
                                    its terms.

                           (iii)    If an optionee ceases to be an Eligible
                                    Person because the Company has terminated
                                    his or her status with the Company for cause
                                    (as such term is defined in any employment
                                    or similar agreement between such optionee
                                    and the Company or, if there is no such
                                    agreement, or such agreement does not
                                    contain provisions relating to termination
                                    or removal for cause, as such term is
                                    defined by the law of the State of New
                                    York), such Option will, to the extent not
                                    terminated, be deemed to have terminated on
                                    the date immediately preceding the date the
                                    optionee ceased to be an Eligible Person.

                           (iv)     If an optionee ceases to be an Eligible
                                    Person because the optionee has become
                                    disabled (within the meaning of Section
                                    22(e)(3) of the Code), such Option shall
                                    terminate on the earlier of (i) one year
                                    after the date such optionee ceased to be an
                                    Eligible Person, or (ii) the date on which
                                    the Option expires by its terms.


                                       6
<PAGE>

                           (v)      In the event of the death of any optionee,
                                    such Option shall terminate on the earlier
                                    of (i) one year after the date of death, or
                                    (ii) the date on which the Option expires by
                                    its terms.

                  (b)      Exercisability.

                           (i)      Except as otherwise provided in this Section
                                    11(b), an Option granted to an optionee who
                                    thereafter ceases to be an Eligible Person
                                    shall be exercisable only to the extent that
                                    the right to purchase shares under such
                                    Option is exercisable on the date such
                                    optionee ceased to be an Eligible Person.

                           (ii)     An Option granted to an optionee who ceases
                                    to be an Eligible Person because he or she
                                    has become disabled (as such term is defined
                                    in any employment or similar agreement
                                    between such optionee and the Company or, if
                                    there is no such agreement, or such
                                    agreement does not contain provisions
                                    relating to termination or removal for
                                    disability, as determined by the Board)
                                    shall be immediately exercisable as to the
                                    full number of shares covered by such
                                    Option, whether or not under the provisions
                                    of the Plan or Agreement such Option was
                                    otherwise exercisable as of the date of
                                    disability.

                           (iii)    In the event of the death of an optionee,
                                    the Option granted to such optionee may be
                                    exercised as to the full number of shares
                                    covered by such Option, whether or not under
                                    the provisions of the Plan or Agreement the
                                    optionee was otherwise exercisable at the
                                    date of his or her death, by the executor,
                                    administrator or personal representative of
                                    such optionee, or by any person or persons
                                    who acquired the right to exercise such
                                    Option by bequest or inheritance or by
                                    reason of the death of such optionee.

                           (iv)     In addition to the acceleration of the
                                    exercisability of Options pursuant to this
                                    Section 11(b) and Section 13(b)(ii) hereof,
                                    the Board shall have the right, in the
                                    exercise of its discretion and for any
                                    reason, and with the consent of the
                                    optionee, to accelerate the date on which
                                    Options shall be exercisable.

12.      TRANSFERABILITY.

         The right of any optionee to exercise any Option granted to him or her
shall not be assignable or transferable by such optionee other than by will or
the laws of descent and distribution, and any such Option shall be exercisable
during the lifetime of such optionee only by him or her. Any Option granted
under the Plan shall be null and void and without effect upon the bankruptcy of
the optionee to whom the Option is granted, or upon any attempted assignment or
transfer, except as herein provided, including, without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition, or levy of execution, attachment, trustee
process or similar process, whether legal or equitable, upon such Option. The
Board shall have discretion to grant any Option that is not designated as an
incentive stock option, free of any or all of the restrictions described in this
Section.


                                       7
<PAGE>

13.      RECAPITALIZATION, REORGANIZATIONS AND THE LIKE.

         (a)      In the event that after the Board's adoption of the Plan the
                  outstanding shares of the Common Stock are changed into or
                  exchanged for a different number or kind of shares or other
                  securities of the Company by reason of any reorganization,
                  recapitalization, reclassification, stock split, combination
                  of shares, or dividends payable in capital stock, appropriate
                  and equitable adjustment shall be made by the Board, in its
                  sole discretion, in the number and kind of shares as to which
                  Options may be granted under the Plan and as to which
                  outstanding Options or portions thereof then unexercised shall
                  be exercisable, and the maximum number of options that may be
                  granted to any optionee. Such adjustment in outstanding
                  Options shall be made without change in the total price
                  applicable to the unexercised portion of such Options and with
                  a corresponding adjustment in the Option price per share.

         (b)      (i) In addition, unless otherwise determined by the Board in
                  its sole discretion, in the case of any (I) merger or
                  consolidation pursuant to which the Company's stockholders
                  shall receive cash or securities of another corporation and
                  less than 50% of the outstanding capital stock of the
                  surviving corporation pursuant to such merger or consolidation
                  shall be owned by the stockholders of the Company, (II) sale
                  or conveyance to another entity of all or substantially all of
                  the property and assets of the Company or (III) Change in
                  Control of the Company, the Company shall, or shall cause such
                  surviving corporation or the purchaser(s) of the Company's
                  assets to, deliver to the optionee the same kind of
                  consideration that is delivered to the stockholders of the
                  Company as a result of such merger, consolidation, sale,
                  conveyance or Change in Control, or the Board may cancel all
                  outstanding Options in exchange for consideration in cash or
                  marketable securities, which consideration in both cases shall
                  be equal in value to the value of those shares of stock or
                  other securities the optionee would have received had the
                  Option been exercised (but only to the extent then
                  exercisable) and had no disposition of the shares acquired
                  upon such exercise been made prior to such merger,
                  consolidation, sale, conveyance or Change in Control, less the
                  Option price therefor or, in lieu thereof, the Board shall
                  give the optionee at least twenty days prior written notice of
                  any such transaction in order to enable the optionee to
                  exercise the exercisable portion, if any, of the Option. Upon
                  receipt of such consideration or effective on the date
                  specified in such notice, all Options (whether or not then
                  exercisable) shall immediately terminate and be of no further
                  force or effect. The value of the stock or other securities
                  the optionee would have received if the Option had been
                  exercised shall be determined in good faith by the Board, and
                  in the case of shares of Common Stock, in accordance with the
                  provisions of Section 8 hereof.


                                       8
<PAGE>

                  (ii)     The Board shall also have the power and right to
                           accelerate the exercisability of any Options,
                           notwithstanding any limitations in this Plan or in
                           the Agreement upon such merger, consolidation, sale,
                           conveyance or Change in Control.

         (c)      A "Change in Control" shall be deemed to have occurred if any
                  person, or any two or more persons acting as a group, and all
                  affiliates of such person or persons, who prior to such time
                  Beneficially Owned (as defined in Rule 13d-3 under the
                  Exchange Act) less than 40% of the then outstanding Common
                  Stock, shall acquire such additional shares of Common Stock in
                  one or more transactions, or series of transactions, such that
                  following such transaction or transactions, such person or
                  group and affiliates Beneficially Own 50% or more of the
                  Common Stock outstanding.

         (d)      If by reason of a corporate merger, consolidation, acquisition
                  of property or stock, separation, reorganization, or
                  liquidation, the Board shall authorize the issuance or
                  assumption of a stock option or stock options in a transaction
                  to which Section 424(a) of the Code applies, then,
                  notwithstanding any other provision of the Plan, the Board may
                  grant an option or options upon such terms and conditions as
                  it may deem appropriate for the purpose of assumption of the
                  old Option, or substitution of a new option for the old
                  Option, in conformity with the provisions of such Section
                  424(a) of the Code and the Regulations thereunder, and any
                  such option shall not reduce the number of shares otherwise
                  available for issuance under the Plan. In the event of such
                  issuance or assumption, the provisions of Section 13(b) hereof
                  shall not be applicable.

14.      NO SPECIAL EMPLOYMENT RIGHTS.

         Nothing contained in the Plan or in any Option granted under the Plan
shall confer upon any optionee any right with respect to the continuation of his
or her employment by the Company or any subsidiary or interfere in any way with
the right of the Company or any subsidiary, subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Option holder from the rate
in existence at the time of the grant of an Option. Whether an authorized leave
of absence, or absence in military or government service, shall constitute
termination of employment for purposes of any Option shall be determined by the
Board at the time of such occurrence.


                                       9
<PAGE>

15.      WITHHOLDING.

         The Company's obligation to deliver shares upon the exercise of any
Option granted under the Plan shall be subject to the Option holder's
satisfaction of any applicable federal, state and local income and employment
tax withholding requirements. The Company and optionee may agree to withhold
shares of Common Stock purchased upon exercise of an Option to satisfy the
above-mentioned withholding requirements.

16.      RESTRICTIONS ON EXERCISE OF OPTIONS AND ISSUANCE OF SHARES.

         (a)      Notwithstanding the provisions of Sections 9 and 11 hereof, an
                  Option cannot be exercised, and the Company may delay the
                  issuance of shares covered by the exercise of an Option and
                  the delivery of a certificate for such shares, until one of
                  the following conditions shall be satisfied:

                  (i)      The shares with respect to which such Option has been
                           exercised are at the time of the issuance of such
                           shares effectively registered or qualified under
                           applicable federal and state securities acts now in
                           force or as hereafter amended; or

                  (ii)     Counsel for the Company shall have given an opinion,
                           which opinion shall not be unreasonably conditioned
                           or withheld, that the issuance of such shares is
                           exempt from registration and qualification under
                           applicable federal and state securities acts now in
                           force or as hereafter amended.

         (b)      The Company shall be under no obligation to qualify shares or
                  to cause a registration statement or a post-effective
                  amendment to any registration statement to be prepared for the
                  purpose of covering the issuance of shares in respect of which
                  any Option may be exercised or to cause the issuance of such
                  shares to be exempt from registration and qualification under
                  applicable federal and state securities acts now in force or
                  as hereinafter amended, except as otherwise agreed to by the
                  Company in writing in its sole discretion.

17.      PURCHASE FOR INVESTMENT; RIGHTS OF HOLDER ON SUBSEQUENT REGISTRATION.

         Unless and until the shares to be issued upon exercise of an Option
granted under the Plan have been effectively registered under the Securities Act
of 1933, as amended (the "1933 Act"), as now in force or hereafter amended, the
Company shall be under no obligation to issue any shares covered by any Option
unless the person who exercises such Option, in whole or in part, shall give a
written representation and undertaking to the Company which is satisfactory in
form and scope to counsel for the Company and upon which, in the opinion of such
counsel, the Company may reasonably rely, that he or she is acquiring the shares
issued pursuant to such exercise of the Option for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares, and that he or she will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the 1933 Act, or any other applicable law, and that if
shares are issued without such registration, a legend to this effect may be
endorsed upon the securities so issued.


                                       10
<PAGE>

         In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with respect to which an Option shall have been exercised, or to qualify any
such shares for exemption from the 1933 Act or other applicable statutes, then
the Company may take such action and may require from each optionee such
information in writing for use in any registration statement, supplementary
registration statement, prospectus, preliminary prospectus, offering circular or
any other document that is reasonably necessary for such purpose and may require
reasonable indemnity to the Company and its officers and directors from such
holder against all losses, claims, damages and liabilities arising from such use
of the information so furnished and caused by any untrue statement of any
material fact therein or caused by the omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made.

18.      LOANS.

         At the discretion of the Board, the Company may loan to the optionee,
or pay to the optionee as a bonus, some or all of the purchase price of the
shares acquired upon exercise of an Option, the terms of such loans or bonus to
be at the discretion of the Board.

19.      MODIFICATION OF OUTSTANDING OPTIONS.

         Subject to any applicable limitations contained herein, the Board may
authorize the amendment of any outstanding Option with the consent of the
optionee when and subject to such conditions as are deemed to be in the best
interests of the Company and in accordance with the purposes of the Plan.
Without limiting the foregoing, the Board shall have the authority to effect, at
any time and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding Options under the Plan and to grant in
substitution therefor new Options under the Plan covering the same or different
numbers of Shares and having, at the discretion of the Board and subject to
Sections 6 and 8 hereof, an exercise price, in the case of Options designated as
non-qualified stock options, as shall be determined by the Board and, in the
case of Options designated as incentive stock options, of not less than one
hundred percent (100%) of the fair market value of the Common Stock on the new
grant date.

20.      APPROVAL OF BOARD AND STOCKHOLDERS.

         The Plan shall become effective upon adoption by the Board and the
stockholders of the Company; provided, however, that the Plan shall be submitted
for approval by the stockholders of the Company within 12 months after the date
of adoption of the Plan by the Board. If the stockholders of the Company fail to
approve the Plan within 12 months after the date of adoption of the Plan by the
Board, the Plan and all stock options granted thereunder shall be and become
null and void and of no further force or effect.


                                       11
<PAGE>

21.      TERMINATION AND AMENDMENT OF PLAN.

         Unless sooner terminated as herein provided, the Plan shall terminate
ten years from the earlier of (x) the date on which the Plan was duly adopted by
the Board, and (y) the date on which the Plan was duly approved by the
stockholders of the Company. The Board may at any time terminate the Plan or
make such modification or amendment thereof as it deems advisable; provided,
however, (i) the Board may not, without the approval of the stockholders of the
Company obtained in the manner stated in Section 20 hereof, increase the maximum
number of shares for which Options may be granted or change the designation of
the class of persons eligible to receive Options under the Plan, and (ii) any
such modification or amendment of the Plan shall be approved by a majority of
the stockholders of the Company to the extent that such stockholder approval is
necessary to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act (if any), applicable state law, or
applicable NASD or exchange listing requirements. Termination or any
modification or amendment of the Plan shall not, without the consent of an
optionee, affect his or her rights under an Option theretofore granted to him or
her.

22.      DUTIES OF THE COMPANY.

         The Company shall at all times keep available for issuance or delivery
such number of shares of Common Stock as will be sufficient to satisfy the
requirements of the Plan.

23.      LIMITATION OF RIGHTS IN THE OPTION SHARES.

         An optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the Options until (x) the Option shall have
been exercised with respect thereto (including payment to the Company of the
exercise price) and (y) the earlier to occur of (i) the delivery by the Company
to the optionee of a certificate therefor, or (ii) the date on which the Company
is required to deliver a certificate pursuant to Section 9(b) hereof.

24.      GOVERNING LAW.

         The Plan and all Options shall be governed by and construed under the
laws of the State of New York, without giving effect to principles of conflicts
of law.

25.      NOTICES.

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to the attention of the President at the
Company's principal place of business; and, if to an optionee, to his or her
address as it appears on the records of the Company.

                                       12
<PAGE>

26.      HEADINGS.

         The headings contained in this Plan are for convenience of reference
only and in no way define, limit or describe the scope or intent of the Plan or
in any way affect this Agreement.


                                       13