Exhibit 10.4


                        2001 CONSOLIDATED PICTURES CORP.

                                STOCK OPTION PLAN

1.       PURPOSE

         This 2001 Consolidated Pictures Corp. Stock Option Plan ("the Plan") is
intended to promote the interests of the Corporation by providing eligible
individuals who are responsible for the management, growth and financial success
of the Corporation or who otherwise render valuable services to the Corporation
with the opportunity to acquire a proprietary interest, or increase their
proprietary interest, in the Corporation and thereby encourage them to remain in
the service of the Corporation.

         Capitalized terms used herein shall have the meanings ascribed to such
terms in Paragraph 5.

2.       ADMINISTRATION OF THE PLAN

         (a) The Plan shall be administered by the Board. The Board, however,
may at any time appoint a committee ("Committee") of two (2) or more Board
members and delegate to such Committee one or more of the administrative powers
allocated to the Board pursuant to the provisions of the Plan. Members of the
Committee shall serve for such period of time as the Board may determine and
shall be subject to removal by the Board at any time. The Board may also at any
time terminate the functions of the Committee and reassume all powers and
authority previously delegated to the Committee.

         (b) The Plan Administrator (either the Board or the Committee, to the
extent the Committee is at the time responsible for the administration of the
Plan) shall have full power and authority (subject to the provisions of the
Plan) to establish such rules and regulations as it may deem appropriate for the
proper plan administration and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding option grants or share
issuances as it may deem necessary or advisable. Decisions of the Plan
Administrator shall be final and binding on all parties who have an interest in
the Plan or any outstanding option or share issuance.

3.       ELIGIBILITY

         (a) The persons eligible to receive option grants pursuant to the Plan
(each an "Optionee") are limited to the following:

                  (1) key employees (including officers and directors) of the
Corporation (or its parent or subsidiary corporations, if any) who render
services which contribute to the success and growth of the Corporation (or any

<PAGE>

parent or subsidiary corporations) or which may reasonably be anticipated to
contribute to the future success and growth of the Corporation (or any parent or
subsidiary corporations);

                  (2) the non-employee members of the Board or the non-employee
members of the board of directors of any parent or subsidiary corporations; and

                  (3) those consultants or independent contractors who provide
valuable services to the Corporation (or any parent or subsidiary corporations).

         (b) The Plan Administrator shall have full authority to determine, with
respect to the option grants made under the Plan, which eligible individuals are
to receive option grants, the number of shares to be covered by each such grant,
the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times at which each granted option is to
become exercisable and the maximum term for which the option may remain
outstanding.

4.       STOCK SUBJECT TO THE PLAN

         (a) The stock issuable under the Plan shall be shares of the
Corporation's authorized but unissued or reacquired Common Stock, $0.0001 par
value (the "Common Stock"). The maximum number of shares which may be issued
over the term of the Plan shall not exceed Five Hundred Thousand (500,000)
shares of Common Stock. The total number of shares issuable under the Plan shall
be subject to adjustment from time to time in accordance with the provisions of
Section 4(c).

         (b) Shares subject to (i) the portion of one or more outstanding
options which are not exercised or surrendered prior to expiration or
termination and (ii) outstanding options canceled in accordance with the
cancellation-regrant provisions of Section 9 will be available for subsequent
option grants or stock issuances under the Plan.

         (c) In the event any change is made to the Common Stock issuable under
the Plan by reason of any stock dividend, stock split, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without receipt of consideration, then appropriate adjustments shall be
made to (i) the aggregate number and/or class of shares issuable under the Plan
and (ii) the aggregate number and/or class of shares and the option price per
share in effect under each outstanding option in order to prevent the dilution
or enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.

         (d) Common Stock issuable under the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as may be
determined by the Plan Administrator.

<PAGE>

5.       DEFINITIONS

         The following definitions shall apply to the respective capitalized
terms used herein:

         BOARD means the Board of Directors of Consolidated Pictures Corp.

         CODE means the Internal Revenue Code of 1986, as amended.

         CORPORATION means Consolidated Pictures Corp. and its successors.

         CORPORATE TRANSACTION means one or more of the following transactions:
(a) a merger or consolidation in which the Corporation is not the surviving
entity, except for a transaction the principal purpose of which is to change the
state of the Corporation's incorporation, (b) the sale, transfer or other
disposition of all or substantially all of the assets of the Corporation, or (c)
any reverse merger in which the Corporation is the surviving entity but in which
fifty percent (50%) or more of the Corporation's outstanding voting stock is
transferred to holders different from those who held the stock immediately prior
to such merger.

         EMPLOYEE means an individual who is in the employ of the Corporation or
one or more Parent or Subsidiary corporations (if any). An optionee shall be
considered to be an Employee for so long as such individual remains in the
employ of the Corporation or one or more Parent or Subsidiary corporations,
subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance.

         EXERCISE DATE shall be the date on which written notice of the exercise
of an outstanding option under the Plan is delivered to the Corporation. Such
notice shall be in the form of a stock purchase agreement.

         FAIR MARKET VALUE of a share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

         (a) If the Common Stock is at the time listed or admitted to trading on
any stock exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the stock exchange
determined by the Plan Administrator to be the primary market for the Common
Stock, as such price is officially quoted in the composite tape of transactions
on such exchange. If there is no reported sale of Common Stock on such exchange
on the date in question, then the Fair Market Value shall be the closing selling
price on the exchange on the last preceding date for which such quotation
exists.

         (b) If the Common Stock is not at the time listed or admitted to
trading on any stock exchange but is traded in the over-the-counter market, the
Fair Market Value shall be the mean between the highest bid and the lowest asked
prices (or, if such information is available, the closing selling price) per
share of Common Stock on the date in question in the over-the-counter market, as
such prices are reported by the National Association of Securities Dealers

<PAGE>

through its NASDAQ National Market System or any successor system. If there are
no reported bid and asked prices (or closing selling price) for the Common Stock
on the date in question, then the mean between the highest bid and lowest asked
prices (or closing selling price) on the last preceding date for which such
quotations exist shall be determinative of Fair Market Value.

         (c) If the Common Stock is at the time neither listed nor admitted to
trading on any stock exchange nor traded in the over-the-counter market, or if
the Plan Administrator determines that the valuation provisions of subparagraphs
(a) and (b) above will not result in a true and accurate valuation of the Common
Stock, then the Fair Market Value shall be determined by the Plan Administrator
after taking into account such factors as the Plan Administrator shall deem
appropriate under the circumstances.

         INCENTIVE OPTION means an Incentive Stock Option which satisfies the
requirements of Section 422 of the Code.

         NON-STATUTORY OPTION means an option not intended to meet the statutory
requirements prescribed under the Code for an Incentive Option.

         PARENT corporation means any corporation (other than the Corporation)
in an unbroken chain of corporations ending with the Corporation, provided each
such corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

         PERMANENT DISABILITY means the inability of an individual to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.

         PLAN means this 2001 Consolidated Pictures Corp. Stock Option Plan.

         PLAN ADMINISTRATOR means the Board or the Committee, to the extent the
Committee is responsible for plan administration in accordance with Section 2.

         SERVICE means the performance of services for the Corporation or one or
more Parent or Subsidiary corporations by an individual in the capacity of an
Employee, a non-employee member of the board of directors or an independent
consultant or advisor, unless a different meaning is specified in the option
agreement evidencing the option grant or the purchase agreement evidencing the
purchased option shares. An Optionee shall be deemed to remain in Service for so
long as such individual renders services to the Corporation or any Parent or
Subsidiary corporation on a periodic basis in the capacity of an Employee, a
non-employee member the board of directors or an independent consultant or
advisor.

<PAGE>

         SUBSIDIARY corporation means each corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

         TEN PERCENT SHAREHOLDER means the owner of stock (as determined under
Section 424(d) of the Code) possessing ten percent or more of the total combined
voting power of all classes of stock of the Corporation or any Parent or
Subsidiary corporation.

6.       TERMS AND CONDITIONS OF OPTIONS

         Options granted pursuant to the Plan shall be authorized by action of
the Plan Administrator and may, at the discretion of the Plan Administrator, be
either Incentive Options or Non-Statutory Options. Each granted option shall be
evidenced by one or more instruments in the form approved by the Plan
Administrator; PROVIDED, HOWEVER, that each such instrument shall comply with
and incorporate the terms and conditions specified below. In addition, each
instrument evidencing an Incentive Option shall be subject to the applicable
provisions of Section 7.

         (a) OPTION PRICE

                  (1) The option price per share shall be fixed by the Plan
Administrator.

                  (2) The option price shall become immediately due upon
exercise of the option, and subject to the provisions of Section 11, shall be
payable in cash or check drawn to the Corporation's order. Should the
Corporation's outstanding Common Stock be registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the
option is exercised, then the option price may also be paid as follows:

                           (A) in shares of Common Stock held by the optionee
for the requisite period necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at Fair Market Value on the
Exercise Date; or

                           (B) through a special  sale and  remittance procedure
pursuant to which the Optionee (i) is to provide irrevocable written
instructions to a designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds, an
amount sufficient to cover the aggregate option price payable for the purchased
shares plus all applicable Federal and State income and employment taxes
required to be withheld by the Corporation by reason of such purchase and
(ii) concurrently provides written directives to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to effect the sale transaction.

<PAGE>

         (b) TERM AND EXERCISE OF OPTIONS

         Each option granted under the Plan shall be exercisable at such time or
times, during such period, and for such number of shares as shall be determined
by the Plan Administrator and set forth in the stock option agreement evidencing
such option. However, no option granted under the Plan shall have a term in
excess of ten (10) years from the grant date.

         (c) TERMINATION OF SERVICE

                  (1) The Plan Administrator shall have complete discretion to
limit the period of time that an option granted under the Plan may be exercised
should the Optionee cease to remain in Service for any reason (including death
or Permanent Disability). In no event, however, shall any such option be
exercisable after the specified expiration date of the option term. During such
limited period of exercisability, the option may not be exercised for more than
that number of shares (if any) for which such option is exercisable on the date
of the Optionee's cessation of Service. Upon the expiration of such period or
(if earlier) upon the expiration of the option term, the option shall terminate
and cease to be exercisable.

                  (2) Notwithstanding subsection (1) above, the Plan
Administrator shall have complete discretion, exercisable either at the time the
option is granted or at the time the Optionee ceases Service, to allow one or
more outstanding options held by the Optionee to be exercised, during the period
of exercisability following the Optionee's cessation of Service, not only with
respect to the number of shares for which the option is exercisable.

                  (3) Notwithstanding any provision of this Plan to the
contrary, any options granted under this Plan shall terminate as of the date the
Optionee ceases to be in the Service of the Corporation if the Optionee was
terminated for "cause" or could have been terminated for "cause." If the
Optionee has an employment or a consulting agreement with the Corporation, the
term "cause" shall have the meaning given that term in the employment or
consulting agreement. If the Optionee does not have an employment or consulting
agreement with the Corporation, or if such employment or consulting agreement
does not define the term "cause," the term "cause" shall mean: (A) misconduct or
dishonesty that materially adversely affects the Corporation, including without
limitation (i) an act materially in conflict with the financial interests of the
Corporation, (ii) an act that could damage the reputation or customer relations
of the Corporation, (iii) an act that could subject the Corporation to
liability, (iv) an act constituting sexual harassment or other violation of the
civil rights of co-workers, (v) failure to obey any lawful instruction of the
Board or any officer of the Corporation and (vi) failure to comply with, or
perform any duty required under, the terms of any confidentiality, inventions or
non-competition agreement the Optionee may have with the Corporation, or (B)
acts constituting the unauthorized disclosure of any of the trade secrets or
confidential information of the Corporation, unfair competition with the
Corporation or the inducement of any customer of the Corporation to breach any

<PAGE>

contract with the Corporation. The right to exercise any option shall be
suspended automatically during the pendency of any investigation by the Board,
or its designee, and/or any negotiations by the Board, or its designee, and the
Optionee, regarding any actual or alleged act or omission by the Optionee of the
type described in this paragraph.

         (d) SHAREHOLDER RIGHTS. An Optionee shall have none of the rights of a
shareholder with respect to any shares covered by the option until such Optionee
shall have exercised the option and paid the option price.

         (e) TRANSFERABILITY. Unless otherwise specified in the Agreement
relating to an option, options granted hereunder may be transferable (i) by will
or the laws of descent and distribution, (ii) pursuant to beneficiary
designation procedures approved by the Company, (iii) pursuant to a domestic
relations order, (iv) to one or more family members of the optionee, (v) to a
trust or trusts for the exclusive benefit of the optionee and/or one or more
family members of the optionee, (vi) to a partnership in which the optionee
and/or one or more family members of the optionee are the only partners,
(vii) to a limited liability company in which the optionee and/or one or more
family members of the optionee are the only members, or (viii) to such other
persons or entities as may be specified in the agreement relating to an option
or approved in writing by the Committee prior to such transfer. Except to the
extent permitted by the preceding sentence, each option may be exercised during
the optionee's lifetime only by the optionee or the optionee's legal
representative or similar person. Except as permitted by the second preceding
sentence, (i) no option granted hereunder shall be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation
of law or otherwise) or be subject to execution, attachment or similar process
and (ii) upon any attempt to so sell, transfer, assign, pledge, hypothecate,
encumber or otherwise dispose of any option granted hereunder, such option and
all rights thereunder shall immediately become null and void.

7.       INCENTIVE OPTIONS

         The terms and conditions specified below shall be applicable to all
Incentive Options granted under the Plan. Incentive Options may only be granted
to individuals who are Employees. Options which are specifically designated as
Non-Statutory Options when issued under the Plan shall NOT be subject to such
terms and conditions.

         (a) OPTION PRICE. The option price per share of the Common Stock
subject to an Incentive Option shall in no event be less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock on the grant
date; provided, if the individual to whom the option is granted is at the time a
Ten Percent Shareholder, then the option price per share shall not be less than
one hundred ten percent (110%) of the Fair Market Value of the Common Stock on
the grant date.

         (b) DOLLAR LIMITATION. The aggregate Fair Market Value (determined as
of the respective date or dates of grant) of the Common Stock for which one or
more options granted to any Employee under this Plan (or any other option plan

<PAGE>

of the Corporation or any Parent or Subsidiary corporation) may for the first
time become exercisable as Incentive Stock Options under the Federal tax laws
during any one calendar year shall not exceed the sum of one hundred thousand
dollars ($100,000). To the extent the Employee holds two or more such options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability thereof as Incentive Options under
the Federal tax laws shall be applied on the basis of the order in which such
options are granted.

         (c) OPTION TERM FOR TEN PERCENT SHAREHOLDER. No option granted to a Ten
Percent Shareholder shall have a term in excess of five (5) years from the grant
date.

         (d) ACCELERATED TERMINATION OF OPTION TERM. The option term shall
terminate prior to the expiration date established by the Plan Administrator
should any of the following provisions become applicable:

                  (1) Except as otherwise provided in subparagraph (2) or (3)
below, should an Optionee cease to remain in Service while his/her option is
outstanding, then the period for exercising his/her option shall be reduced to a
three (3) month period commencing with the date of such cessation of Service,
but in no event shall such option be exercisable at any time after the
expiration date. Upon the expiration of such three (3) month period or (if
earlier) upon the expiration date, the option shall terminate and cease to be
outstanding.

                  (2) Should the Optionee die while his/her option is
outstanding, his/her option shall cease to be exercisable, upon the EARLIER of
(a) the expiration of the twelve (12) month period measured from the date of
Optionee's death or (b) the expiration date of the option. Upon the expiration
of such twelve (12) month period or (if earlier) upon the expiration date, the
option shall terminate and cease to be outstanding.

                  (3) Should the Optionee become Permanently Disabled and cease
by reason thereof to remain in Service while his/her option is outstanding, then
the Optionee shall have a period of twelve (12) months (commencing with the date
of such cessation of Service) during which to exercise his/her option, but in no
event shall this option be exercisable at any time after the expiration date of
the option. Upon the expiration of such limited period of exercisability or (if
earlier) upon the expiration date, his/her option shall terminate and cease to
be outstanding.

                  (4) During the limited period of exercisability applicable
under subparagraphs (1), (2), or (3) above, the Optionee's option may be
exercised for any or all of the option shares in which the Optionee, at the time
of cessation of Services, is vested in accordance with the exercise/vesting
provisions specified in his/her stock option documents.

         (e) TRANSFERABILITY. An Incentive Option shall not be transferable
otherwise than by will or the laws of descent and distribution and may be

<PAGE>

exercisable during the Optionee's lifetime only by such Optionee or the
Optionee's legal representative or similar person.

         Except as modified by the preceding provisions of this Section 7, all
the provisions of the Plan shall be applicable to the Incentive Options granted
hereunder.

8.       CORPORATE TRANSACTION

         (a) In the event of any Corporate Transaction, each option outstanding
under the Plan shall terminate upon the consummation of such Corporate
Transaction and cease to be exercisable, unless assumed by the successor
corporation or parent thereof.

         (b) In connection with any such Corporate Transaction, the Plan
Administrator may, at its sole discretion, (i) accelerate each or any
outstanding option under the Plan so that each or any such option shall,
immediately prior to the specified effective date for such Corporate
Transaction, become fully exercisable with respect to the total number of shares
of Common Stock at the time subject to such option and may be exercised for all
or any portion of such shares, (ii) arrange for each or any outstanding option
to either to be assumed by the successor corporation or parent thereof or to be
replaced with a comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof, (iii) arrange for the option to be
replaced by a comparable cash incentive program of the successor corporation
based on the option spread (the amount by which the Fair Market Value of the
shares of Common Stock at the time subject to the option exceeds the option
price payable for such shares) or (iv) take none of the actions described in
clauses (i), (ii) or (iii) above and allow the option to terminate as provided
in Section 2(a) above. The determination of comparability under clauses (ii) and
(iii) above shall be made by the Plan Administrator, and such determination
shall be final and conclusive.

         (c) The exercisability as Incentive Stock Options under the Federal tax
laws of any options accelerated in connection with the Corporate Transaction
shall remain subject to the applicable dollar limitation of subsection 7(b).

         (d) If the outstanding options under the Plan are assumed by the
successor corporation (or parent thereof) in the Corporate Transaction or are
otherwise to continue in effect following such Corporate Transaction, then each
such assumed or continuing option shall, immediately after such Corporate
Transaction, be appropriately adjusted to apply and pertain to the number and
class of securities or other property that would have been issuable to the
option holder, in consummation of the Corporate Transaction, had the option been
exercised immediately prior to such Corporate Transaction.

         (e) The grant of options under this Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

<PAGE>

9.       CANCELLATION AND NEW GRANT OF OPTIONS

         The Plan Administrator 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 therefore new options under the Plan covering the same or different
numbers of shares of Common Stock but having, in the case of an Incentive
Option, an option price per share not less than one hundred percent (100%) of
such Fair Market Value per share of Common Stock on the new grant date, or, in
the case of a Ten Percent Shareholder, not less than one hundred and ten percent
(110%) of such Fair Market Value.

10.      EXTENSION OF EXERCISE PERIOD

         The Plan Administrator shall have full power and authority to extend
(either at the time when the option is granted or at any time while the option
remains outstanding) the period of time for which the option is to remain
exercisable following the Optionee's cessation of Service, from the limited
period set forth in the option agreement, to such greater period of time as the
Plan Administrator may deem appropriate under the circumstances. In no event,
however, shall such option be exercisable after the specified expiration date of
the option term.

11.      LOANS

         (a) The Plan Administrator may assist any Optionee (including an
Optionee who is an officer or director of the Corporation) in the exercise of
one or more options granted to such Optionee under the Plan, including the
satisfaction of any Federal and State income and employment tax obligations
arising therefrom, by:

                  (1) authorizing the extension of a loan from the Corporation
to such Optionee, or

                  (2) permitting the Optionee to pay the option price for the
purchased Common Stock in installments over a period of years.

         (b) The terms of any loan or installment method of payment (including
the interest rate and terms of repayment) shall be established by the Plan
Administrator in its sole discretion. Loans or installment payments may be
granted with or without security or collateral; however, any loan made to a
consultant or other non-employee director must be secured by property other than
the purchased shares of Common Stock. In all events, the maximum credit
available to each may not exceed the SUM of (i) the aggregate option price
payable for the purchased shares less the aggregate par value for such shares
plus (ii) any Federal and State income and employment tax liability incurred by
the Optionee in connection with such exercise.

         (c) The Plan Administrator may, in its absolute discretion, determine
that one or more loans extended under the financial assistance program shall be

<PAGE>

subject to forgiveness by the Corporation in whole or in part upon such terms
and conditions the Board in its discretion deems appropriate.

12.      AMENDMENT OF THE PLAN AND AWARDS

         (a) The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects whatsoever. However, no such
amendment or modification shall adversely affect the rights and obligations of
an Optionee with respect to options at the time outstanding under the Plan, nor
adversely affect the rights of any Participant with respect to Common Stock
issued under the Plan prior to such action, unless the Optionee consents to such
amendment. In addition, the Board shall not, without the approval of the
Corporation's shareholders, amend the Plan to (i) materially increase the
maximum number of shares issuable under the Plan (except for permissible
adjustments under Section 4(c)), (ii) materially increase the benefits accruing
to individuals who participate in the Plan, or (iii) materially modify the
eligibility requirements for participation in the Plan.

         (b) Options to purchase shares of Common Stock may be granted under the
Plan which are in excess of the number of shares then available for issuance
under the Plan, provided any excess shares actually issued under the Plan are
held in escrow until there is obtained shareholder approval of an amendment
sufficiently increasing the number of shares of Common Stock available for
issuance under the Plan. If such shareholder approval is not obtained within
twelve (12) months after the date the initial excess issuances are made, then
(i) any unexercised options representing such excess shall terminate and cease
to be exercisable and (ii) the Corporation shall promptly refund to the
Optionees the option price paid for any excess shares issued under the Plan and
held in escrow, together with interest (at the applicable Short Term Federal
Rate) for the period the shares were held in escrow.

13.      EFFECTIVE DATE AND TERM OF PLAN

         (a) The Plan shall become effective when adopted by the Board and
approved by the Corporation's shareholders. If such shareholder approval is not
obtained within twelve (12) months after the date of the Board's adoption of the
Plan, then all options previously granted under the Plan shall terminate, and no
further options shall be granted. Subject to such limitation, the Plan
Administrator may grant options under the Plan at any time after the effective
date and before the date fixed herein for termination of the Plan.

         (b) The Plan shall terminate upon the EARLIER of (i) ten years after
the adoption of the Plan or (ii) the date on which all shares available for
issuance under the Plan have been issued or canceled pursuant to the exercise or
surrender of options granted under the Plan. If the date of termination is
determined under clause (i) above, then no options outstanding on such date
under the Plan shall be affected by the termination of the Plan, and such
securities shall thereafter continue to have force and effect in accordance with
the provisions of the stock option agreements evidencing such Options.

<PAGE>

14.      USE OF PROCEEDS

         Any cash proceeds received by the Corporation from the issuance of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

15.      WITHHOLDING

         The Corporation's obligation to deliver shares upon the exercise or
surrender of any options granted under the Plan shall be subject to the
satisfaction of all applicable Federal, State and local income and employment
tax withholding requirements.

16.      REGULATORY APPROVALS

         The implementation of the Plan, the granting of any options under the
Plan, and the issuance of Common Stock upon the exercise or surrender of the
option grants made hereunder shall be subject to the Corporation's procurement
of all approvals and permits required by regulatory authorities having
jurisdiction over the Plan, the options granted under it, and the Common Stock
issued pursuant to it.

<PAGE>

                           2001 CONSOLIDATED PICTURES CORP.
                                STOCK OPTION PLAN

                         NOTICE OF GRANT OF STOCK OPTION

         Notice is hereby given of the following option grant (the "Option")
made to purchase shares of Consolidated Pictures Corp. (the "Company") common
stock (the "Common Stock"):

OPTIONEE:  _______________________________

GRANT DATE: _____________________________

VESTING COMMENCEMENT DATE:  ________________________

TYPE OF STOCK:  Common Stock

OPTION PRICE:     $________ per share

NUMBER OF OPTION SHARES:  ____________________________

EXPIRATION DATE:  ______________________________________

TYPE OF OPTION: Incentive / Non-Statutory

EXERCISE SCHEDULE: _____________________________________


Optionee understands and agrees that the Option is granted subject to and in
accordance with the express terms and conditions of the 2001 Consolidated
Pictures Corp. Stock Option Plan (the "Plan"). Optionee further agrees to be
bound by the terms and conditions of the Option as set forth in the Stock Option
Agreement attached hereto as Exhibit A.

Optionee understands that the terms and conditions applicable to any Option
Shares purchased thereunder are as set forth in the Stock Purchase Agreement
attached hereto as Exhibit B.

Optionee hereby acknowledges receipt of a copy of the Plan in the form attached
to this Notice of Grant.

<PAGE>

NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in the Plan
shall confer upon the Optionee any right to continue in the Service of the
Company for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company or the Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason whatsoever, with or without cause.

                              CONSOLIDATED PICTURES CORP.

Date: _____________________________

By: _______________________________

its________________________________


OPTIONEE __________________________

Date: _____________________________

Address: __________________________

___________________________________

<PAGE>

EXHIBIT A

                          CONSOLIDATED PICTURES CORP.

                             STOCK OPTION AGREEMENT

      WITNESSETH:

                                    RECITALS

         A. The Board has adopted the Plan for the purpose of attracting and
retaining the services of selected key employees (including officers and
directors), non-employee members of the Board and consultants and other
independent contractors who contribute to the financial success of the
Corporation.

         B. Optionee is an individual who is to render valuable services to the
Corporation, and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the Corporation's grant
of a stock option to Optionee.

         C. Capitalized terms used in this Agreement shall, unless the context
clearly indicates otherwise, have the meaning assigned to such terms in
Paragraph 20 of this Agreement.

         NOW, THEREFORE, it is hereby agreed as follows:

         1. GRANT OF OPTION. Subject to and upon the terms and conditions set
forth in this Agreement, the Corporation hereby grants to Optionee, as of the
Grant Date, a stock option to purchase up to that number of Option Shares as is
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the Option term at the Option Price per share specified in the
Grant Notice.

         2. OPTION TERM. This Option shall expire at the close of business on
the Expiration Date specified in the Grant Notice, unless sooner terminated in
accordance with Paragraphs 5, 6, or 17 hereof; provided, in no event shall this
Option have a maximum term in excess of ten (10) years measured from the Grant
Date.

         3. OPTION NONTRANSFERABLE; EXCEPTION. Unless otherwise specified in the
Agreement relating to an option, options granted hereunder may be transferable
(i) by will or the laws of descent and distribution, (ii) pursuant to
beneficiary designation procedures approved by the Company, (iii) pursuant to a
domestic relations order, (iv) to one or more family members of the optionee,
(v) to a trust or trusts for the exclusive benefit of the optionee and/or one or
more family members of the optionee, (vi) to a partnership in which the optionee

<PAGE>

and/or one or more family members of the optionee are the only partners,
(vii) to a limited liability company in which the optionee and/or one or more
family members of the optionee are the only members, or (viii) to such other
persons or entities as may be specified in the agreement relating to an option
or approved in writing by the Committee prior to such transfer. Except to the
extent permitted by the preceding sentence, each option may be exercised during
the optionee's lifetime only by the optionee or the optionee's legal
representative or similar person. Except as permitted by the second preceding
sentence, (i) no option granted hereunder shall be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation
of law or otherwise) or be subject to execution, attachment or similar process
and (ii) upon any attempt to so sell, transfer, assign, pledge, hypothecate,
encumber or otherwise dispose of any option granted hereunder, such option and
all rights thereunder shall immediately become null and void. Additional
transferability restrictions apply to Incentive Stock Options in accordance with
Paragraph 18(a) hereof.

         4. DATES OF EXERCISE. This Option may not be exercised in whole or in
part at any time prior to the time the Plan is approved by the Corporation's
shareholders in accordance with Paragraph 17. Provided such shareholder approval
is obtained, this Option shall thereupon become exercisable for the Option
Shares in one or more installments as is specified in the Grant Notice. As the
Option becomes exercisable in one or more installments, the installments shall
accumulate and the Option shall remain exercisable for such installments until
the Expiration Date or the sooner termination of the Option term under Paragraph
5 or Paragraph 6 of this Agreement.

         5. ACCELERATED TERMINATION OF OPTION TERM. The option term specified in
Paragraph 2 shall terminate (and this Option shall cease to be exercisable)
prior to the Expiration Date should any of the following provisions become
applicable:

                  (a) Except as otherwise provided in subparagraph (b) or (c)
below, should Optionee cease to remain in Service while this Option is
outstanding, then the period for exercising this Option shall be reduced to a
three (3) month period commencing with the date of such cessation of Service,
but in no event shall this Option be exercisable at any time after the
Expiration Date. Upon the expiration of such three (3) month period or (if
earlier) upon the Expiration Date, this Option shall terminate and cease to be
outstanding.

                  (b) Should Optionee die while this Option is outstanding, then
the personal representative of the Optionee's estate or the person or persons to
whom the Option is transferred pursuant to the Optionee's will or in accordance
with the law of descent and distribution shall have the right to exercise this
Option. Such right shall lapse, and this Option shall cease to be exercisable,
upon the EARLIER of (i) the expiration of the twelve (12) month period measured
from the date of Optionee's death or (ii) the Expiration Date. Upon the
expiration of such twelve (12) month period or (if earlier) upon the Expiration
Date, this Option shall terminate and cease to be outstanding.

                  (c) Should Optionee become Permanently Disabled and cease by
reason thereof to remain in Service while this Option is outstanding, then the
Optionee shall have a period of twelve (12) months (commencing with the date of
such cessation of Service) during which to exercise this Option, but in no event

<PAGE>

shall this Option be exercisable at any time after the Expiration Date. Upon the
expiration of such limited period of exercisability or (if earlier) upon the
Expiration Date, this Option shall terminate and cease to be outstanding.

                  (d) During the limited period of exercisability applicable
under subparagraphs (a), (b) or (c) above, this Option may be exercised for any
or all of the Option Shares in which the Optionee, at the time of cessation of
Service, is vested in accordance with the exercise/vesting provisions specified
in the Grant Notice or the special acceleration provisions of Paragraph 6 of
this Agreement.

                  (e) Notwithstanding any provisions of this paragraph 5 or any
other provision of this Agreement or the Plan to the contrary, any options
granted under the Plan shall terminate as of the date Optionee ceases to be in
the Service of the Corporation if Optionee was terminated for "cause" or could
have been terminated for "cause." If Optionee has an employment or consulting
agreement with the Corporation, the term "cause" shall have the meaning given
that term in the employment or consulting agreement. If Optionee does not have
an employment or consulting agreement with the Corporation, or if such
employment or consulting agreement does not define the term "cause," the term
"cause" shall mean: (1) misconduct or dishonesty that materially adversely
affects the Corporation, including without limitation (i) an act materially in
conflict with the financial interests of the Corporation, (ii) an act that could
damage the reputation or customer relations of the Corporation, (iii) an act
that could subject the Corporation to liability, (iv) an act constituting sexual
harassment or other violation of the civil rights of co-workers, (v) failure to
obey any lawful instruction of the Board or any officer of the Corporation and
(vi) failure to comply with, or perform any duty required under, the terms of
any confidentiality, inventions, or noncompetition agreement Optionee may have
with the Corporation, or (2) acts constituting the unauthorized disclosure of
any trade secrets or confidential information of the Corporation, unfair
competition with the corporation or the inducement of any customer of the
Corporation to breach any contract during the pendency of any investigation by
the Board, or its designee, and/or any negotiations by the Board, or its
designee, and Optionee, regarding any actual or alleged act or omission by
Optionee of the type described in this paragraph.

         6. CORPORATE TRANSACTION.

                  (a) This Option shall terminate upon the consummation of any
Corporate Transaction, unless expressly assumed by the successor corporation or
parent thereof.

                  (b) In connection with any such Corporate Transaction, the
Plan Administrator may, at its sole discretion, (i) accelerate this Option so
that this Option shall, immediately prior to the specified effective date for
such Corporate Transaction, become fully exercisable with respect to all of the
Option Shares and may be exercised for all or any portion of such shares,
(ii) arrange for this Option either to be assumed by the successor corporation
or parent thereof or to be replaced with a comparable option to purchase shares
of the capital stock of the successor corporation or parent thereof,
(iii) arrange for this Option to be replaced by a comparable cash incentive
program of the successor corporation based on the option spread (the amount by
which the Fair Market Value of the shares of Common Stock at the time subject to
the Option exceeds the Option Price payable for such shares) or (iv) take none
of the actions described in clauses (i), (ii) or (iii) above and allow this
Option to terminate as provided in Paragraph 6(a) above. The determination of
comparability under clauses (ii) and (iii) above shall be made by the Plan
Administrator, and its determination shall be final and conclusive.

                  (c) The exercisability of this Option as an Incentive Stock
Option under the Federal tax laws (if designated as such in the Grant Notice)
shall, in connection with any such Corporate Transaction, be subject to the
applicable dollar limitation of Paragraph 18.

                  (d) This Agreement shall not in any way affect the right of
the Corporation to adjust, reclassify, reorganize or otherwise make changes in
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

         7. ADJUSTMENT IN OPTION SHARES

                  (a) In the event any change is made to the Corporation's
outstanding Common Stock by reason of any stock split, stock dividend,
combination of shares, exchange or conversion of shares, or other change
affecting the outstanding Common Stock as a class without receipt of
consideration, then appropriate adjustments shall be made to (i) the total
number of Option Shares subject to this Option and (ii) the Option Price payable
per share in order to reflect such change and thereby preclude a dilution or
enlargement of benefits hereunder.

                  (b) If this Option is to be assumed or is otherwise to remain
outstanding after the Corporate Transaction, then this Option shall be
appropriately adjusted to apply and pertain to the number and class of
securities that would have been issuable to the Optionee in the consummation of
such Corporation Transaction had the option been exercised immediately prior to
such Corporate Transaction, and appropriate adjustments shall also be made to
the Option Price payable per share, provided the aggregate Option Price payable
hereunder shall remain the same.

         8. PRIVILEGE OF STOCK OWNERSHIP. The holder of this Option shall not
have any of the rights of a shareholder with respect to the Option Shares until
such individual shall have exercised the option and paid the Option Price.

         9. MANNER OF EXERCISING OPTION.

                  (a) In order to exercise this Option with respect to all or
any part of the Option Shares for which this Option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, the Optionee's

<PAGE>

executor, administrator heir or legatee, as the case may be) or Transferee (in
the case of certain Incentive Options) must take the following actions:

                           (1) Execute and deliver to the Secretary of the
Corporation the Purchase Agreement.

                           (2) Pay the aggregate Option Price for the purchased
shares either by full payment in cash or check, or any other form approved by
the Plan Administrator at the time of exercise in accordance with the provisions
of Paragraph 14.

                           (3) Furnish to the Corporation appropriate
documentation that the person or persons exercising the Option (if other than
Optionee) have the right to exercise this Option.

                  (b) Should the Corporation's outstanding Common Stock be
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), at the time the Option is exercised, then the Option
Price may also be paid as follows:

                           (1) in shares of the Common Stock held by the
Optionee for the requisite period necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date; or

                           (2) through a special sale and remittance procedure
pursuant to which the Optionee (i) is to provide irrevocable written
instructions to a designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds, an
amount sufficient to cover the aggregate Option Price payable for the purchased
shares plus all applicable Federal and state income and employment taxes
required to be withheld by the Corporation by reason of such purchase and
(ii) concurrently provides written directives to the Corporation to deliver the
certificates for the purchased shares directly to such broker-dealer in order to
effect the sale transaction.

                  (c) Except to the extent the special sale and remittance
procedure is utilized to exercise this Option, payment of the Option Price must
accompany the delivery of the Purchase Agreement. As soon after such payment is
practical, the Corporation shall mail or deliver to Optionee (or to the other
person or persons exercising this Option) a certificate or certificates
representing the shares so purchased and paid for, with the appropriate legend
affixed thereto.

                  (d) In no event may this Option be exercised for any
fractional shares.

         10. COMPLIANCE WITH LAWS AND REGULATIONS.

                  (a) The exercise of this Option and the issuance of Option
Shares upon such exercise shall be subject to compliance by the Corporation and
the Optionee with all applicable requirements of law relating thereto and with

<PAGE>

all applicable regulations of any stock exchange on which shares of the
Corporation's Common Stock may be listed at the time of such exercise and
issuance.

                  (b) In connection with the exercise of this Option, Optionee
shall execute and deliver to the Corporation such representations in writing as
may be requested by the Corporation in order for it to comply with the
applicable requirements of Federal and state securities laws.

         11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraphs 3, 6 and 18(a) the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of Optionee and the successors and assigns of the
Corporation.

         12. LIABILITY OF CORPORATION.

                  (a) If the Option Shares covered by this Agreement exceed, as
of the Grant Date, the number of shares of Common Stock that may be issued under
the Plan without shareholder approval, then this Option shall be void with
respect to such excess shares, unless shareholder approval of an amendment
sufficiently increasing the number of shares of Common Stock issuable under the
Plan is obtained in accordance with the applicable provisions of the Plan.

                  (b) The inability of the Corporation to obtain approval from
any regulatory body having authority the Corporation deems necessary to the
lawful issuance and sale of any Common Stock pursuant to this Option shall
relieve the Corporation of any liability with respect to the non-issuance of the
Common Stock as to which such approval shall not have been obtained. The
Corporation, however, shall use its best efforts to obtain all such approvals.

         13. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation in care of the Corporate Secretary at its principal corporate
offices. Any notices required to be given or delivered to the Optionee shall be
in writing and addressed to Optionee at the address indicated below Optionee's
signature line on the Grant Notice. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the U.S. Mail,
postage prepaid and properly addressed to the party to be notified.

         14. LOANS. The Plan Administrator may, in its absolute discretion and
without any obligation to do so, assist the Optionee in the exercise of this
Option by (i) authorizing the extension of a loan to the Optionee from the
Corporation or (ii) permitting the Optionee to pay the option price for the
purchased Common Stock in installments over a period of years. The terms of any
such loan or installment method of payment (including the interest rate, the
requirement for collateral and the terms of repayment) shall be established by
the Plan Administrator in its sole discretion.

<PAGE>

         15. CONSTRUCTION. This Agreement and the Option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the express terms and provisions of the Plan. All decisions of the
Plan Administrator with respect to any question or issue arising under the Plan
or this Agreement shall be conclusive and binding on all persons having an
interest in this Option.

         16. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of New York.

         17. SHAREHOLDER APPROVAL. The grant of this Option is subject to
approval of the Plan by the Corporation's shareholders within twelve (12) months
after the adoption of the Plan by the Board. NOTWITHSTANDING ANY PROVISION OF
THIS AGREEMENT TO THE CONTRARY, THIS OPTION MAY NOT BE EXERCISED IN WHOLE OR IN
PART UNTIL SUCH SHAREHOLDER APPROVAL IS OBTAINED. In the event that such
shareholder approval is not obtained, then this Option shall terminate in its
entirety and the Optionee shall have no further rights to acquire any Option
Shares hereunder.

         18. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION. In the
event this Option is designated an Incentive Stock Option in the Grant Notice,
the following terms and conditions shall also apply to the grant:

                  (a) An Incentive Option shall not be transferable otherwise
than by will or the laws of descent and distribution and may be exercisable
during the Optionee's lifetime only by such Optionee or the Optionee's legal
representative or similar person.

                  (b) This Option shall cease to qualify for favorable tax
treatment as an Incentive Stock Option under the Federal tax laws if (and to the
extent) this Option is exercised for one or more Option Shares: (i) more than
three (3) months after the date the Optionee ceases to be an Employee for any
reason other than death or Permanent Disability or (ii) more than one (1) year
after the date the Optionee ceases to be an Employee by reason of Permanent
Disability.

                  (c) In the event this Option is designated as immediately
exercisable in the Grant Notice, then except in the event of a Corporate
Transaction, this Option shall not become exercisable in the calendar year in
which granted if (and to the extent) the aggregate Fair Market Value (determined
at the Grant Date) of the Common Stock for which this Option would otherwise
first become exercisable in such calendar year would, when added to the
aggregate Fair Market Value (determined as of the respective date or dates of
grant) of the Common Stock for which one or more other post-1986 Incentive Stock
Options granted to the Optionee prior to the Grant Date (whether under the Plan
or any other option plan of the Corporation or any Parent or Subsidiary
corporations) first become exercisable during the same calendar year, exceed one
hundred thousand dollars ($100,000) in the aggregate. To the extent the
exercisability of this Option is deferred by reason of the foregoing limitation,
the deferred portion will first become exercisable in the first calendar year or

<PAGE>

years thereafter in which the one hundred thousand dollar ($100,000) limitation
of this Paragraph 18(b) would not be contravened.

                  (d) In the event this Option is designated as an installment
option in the Grant Notice, no installment under this Option (whether annual or
monthly) shall qualify for favorable tax treatment as an Incentive Stock Option
under the Federal tax laws if (and to the extent) the aggregate Fair Market
Value (determined at the Grant Date) of the Common Stock for which such
installment first becomes exercisable hereunder will, when added to the
aggregate Fair Market Value (determined as of the respective date or dates of
grant) of the Common Stock for which this Option or one or more other post-1986
Incentive Stock Options granted to the Optionee prior to the Grant Date (whether
under the Plan or any other option plan of the Corporation or any Parent or
Subsidiary corporations) first become exercisable during the same calendar year,
exceed one hundred thousand dollars ($100,000) in the aggregate.

                  (e) Should the exercisability of this Option be accelerated
upon a Corporate Transaction, then this Option shall qualify for favorable tax
treatment as an Incentive Stock Option under the Federal tax laws only to the
extent the aggregate Fair Market Value (determined at the Grant Date) of the
Common Stock for which this Option first becomes exercisable in the calendar
year in which the Corporate Transaction occurs does not, when added to the
aggregate Fair Market Value (determined as of the respective date or dates of
grant) of the Common Stock for which this Option or one or more other post-1986
Incentive Stock Options granted to the Optionee prior to the Grant Date (whether
under the Plan or any other option plan of the Corporation or any Parent or
Subsidiary corporations) first become exercisable during the same calendar year,
exceed one hundred thousand (100,000) in the aggregate.

                  (f) To the extent this Option should fail to qualify as an
Incentive Stock Option under the Federal tax laws, the Optionee will recognize
compensation income in connection with the acquisition of one or more Option
Shares hereunder, and the Optionee must make appropriate arrangements for the
satisfaction of all Federal, state or local income tax withholding requirements
and Federal Social Security employee tax requirements applicable to such
compensation income.

         19. ADDITIONAL TERMS APPLICABLE TO A NON-STATUTORY STOCK OPTION. In the
event this Option is designated a non-statutory stock option in the Grant
Notice, Optionee hereby agrees to make appropriate arrangements with the
Corporation for the satisfaction of all Federal, state or local tax withholding
requirements and Federal Social Security employee tax requirements applicable to
the exercise of this Option.

         20. DEFINITIONS. The following definitions shall apply to the
respective capitalized terms used herein:

                  (a) BOARD means the Board of Directors of Consolidated
Pictures Corp.

                  (b) CODE means the Internal Revenue Code of 1986, as amended.

<PAGE>

                  (c) COMMON STOCK means the Common Stock of Consolidated
Pictures Corp.

                  (d) CORPORATION means Consolidated Pictures Corp., a Delaware
corporation, and any of its successors.

                  (e) CORPORATE TRANSACTION means one or more of the following
transactions:

                           (1) a merger or consolidation in which the
Corporation is not the surviving entity, except for a transaction the principal
purpose of which is to change the state of the Corporation's incorporation;

                           (2) the sale, transfer, or other disposition of all
or substantially all of the assets of the Corporation; or

<PAGE>

                           (3) any reverse merger in which the Corporation is
the surviving entity but in which fifty percent (50%) or more of the
Corporation's outstanding voting stock is transferred to holders different from
those who held stock immediately prior to such merger.

                  (f) EMPLOYEE means an individual who is in the employ of the
Corporation or any Parent or Subsidiary corporation. An Optionee shall be
considered to be an Employee for so long as such individual remains in the
employ of the Corporation or any Parent or Subsidiary corporation, subject to
the control and direction of the employer entity as to both the work to be
performed and the manner and method of performance.

                  (g) EXERCISE DATE shall be the date on which the executed
Purchase Agreement for one or more Option Shares is delivered to the Corporation
in accordance with Paragraph 9 of this Agreement.

                  (h) FAIR MARKET VALUE of a share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

                           (1) If the Common Stock is not at the time listed or
admitted to trading on any stock exchange but is traded in the over-the-counter
market, the Fair Market Value shall be the mean between the highest bid and the
lowest asked prices (or if such information is available, the closing selling
price) per share of Common Stock on the date in question in the over-the-counter
market, as such prices are reported by the National Association of Securities
Dealers through its NASDAQ National Market System or any successor system. If
there are no reported bid and asked prices (or closing selling price) for the
Common Stock on the date in question, then the mean between the highest bid and
the lowest asked prices (or closing selling price) on the last preceding date
for which such quotations exist shall be determinative of Fair Market Value.

                           (2) If the Common Stock is at the time listed or
admitted to trading on any stock exchange then the Fair Market Value shall be
the closing selling price per share of Common Stock on the date in question on
the stock exchange determined by the Plan Administrator to be the primary market
for the Common Stock, as such price is officially quoted in the composite tape
of transactions on such exchange. If there is no reported sale of Common Stock
on such exchange on the date in question, then the Fair Market Value shall be
the closing selling price on the exchange on the last preceding date for which
such quotation exists.

                           (3) If the Common Stock is at the time neither listed
nor admitted to trading on any stock exchange nor traded in the over-the-counter
market, or if the Plan Administrator otherwise determines that the valuation
provisions of subparagraphs (a) and (b) above will not result in a true and
accurate valuation of the Common Stock, then the Fair Market Value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate under the circumstances.

                  (i) GRANT DATE means the date specified in the Grant Notice as
the date on which the Option was granted to the Optionee under the Plan.

                  (j) INCENTIVE STOCK OPTION means an option intended to meet
the statutory requirements of Section 422 of the Code.

                  (k) NON-STATUTORY STOCK OPTION means an option not intended to
meet the statutory requirements prescribed under the Code for an Incentive
Option.

                  (l) OPTION SHARES means the total number of shares of Common
Stock indicated in the Grant Notice as purchasable under this Option.

                  (m) OPTIONEE means the individual identified in the Grant
Notice as the person to whom this Option has been granted under the Plan.

                  (n) OPTION PRICE means the exercise price per share to be paid
by the Optionee for the exercise of this Option. The Option Price is indicated
in the Grant Notice.

                  (o) PARENT corporation means any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each such corporation in the unbroken chain (other than the
Corporation) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

                  (p) PERMANENTLY DISABLED or Permanent Disability means the
inability of an individual to engage in any substantial gainful activity by

<PAGE>

reason of any medically-determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.

                  (q) PLAN means the 2001 Consolidated Pictures Corp. Stock
Option Plan attached to the Grant Notice.

                  (r) PLAN ADMINISTRATOR means either the Board or a committee
of two or more Board members, to the extent such committee may at the time be
responsible for Plan administration.

                  (s) PURCHASE AGREEMENT means the stock purchase agreement, in
substantially the form of Exhibit B to the Grant Notice, which is to be executed
in connection with the exercise of this Option for one or more Option Shares.

                  (t) SERVICE means the performance of services for the
Corporation or any Parent or Subsidiary corporation by an individual in the
capacity of an Employee, a non-employee member of the board of directors or an
independent consultant or advisor. Accordingly, the Optionee shall be deemed to
remain in Service for so long as such individual renders services to the
Corporation or any Parent or Subsidiary corporation on a periodic basis in the
capacity of an Employee, a non-employee member of the board of directors or an
independent consultant or advisor.

                  (u) SUBSIDIARY corporation means each corporation (other than
the Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

<PAGE>

EXHIBIT B

                              CONSOLIDATED PICTURES CORP.

                            STOCK PURCHASE AGREEMENT

Agreement made as of this ____ day of __________________, 20__, between
Consolidated Pictures Corp., a Delaware corporation (the "Corporation"), and
_________________________, the holder of a stock option ("Optionee") under the
2001 Consolidated Pictures Corp. Stock Option Plan (the "Plan").

All capitalized terms in this Agreement shall have the meaning assigned to them
in this Agreement or in the Plan, unless otherwise indicated.

A. EXERCISE OF OPTION

         1. EXERCISE. Optionee hereby purchases shares of Common Stock (the
"Purchased Shares") pursuant to that certain option (the "Option") granted
Optionee on ____________, 20__ (the "Grant Date") to purchase ______________
shares of Common Stock under the Plan at the exercise price of $_____________
per share (the "Exercise Price").

         2. PAYMENT. Concurrently with the delivery of this Agreement to the
Corporate Secretary, Optionee shall pay the Exercise Price for the Purchased
Shares in accordance with the provisions of the Option Agreement and shall
deliver whatever additional documents may be required by the Option Agreement as
a condition for exercise.

B. SECURITIES LAW COMPLIANCE

         1. EXEMPTION FROM REGISTRATION. The Purchased Shares have not been
registered under the 1933 Act and are accordingly being issued to Optionee in
reliance upon the exemption from such registration provided by Rule 701 of the
SEC for stock issuances under compensatory benefit plans such as the Plan.
Optionee hereby acknowledges receipt of a copy of the Plan attached to the Grant
Notice.

         2. RESTRICTED SECURITIES.

         Optionee hereby confirms that Optionee has been informed that the
Purchased Shares are restricted securities under the 1933 Act and may not be
resold or transferred unless the Purchased Shares are first registered under the
Federal securities laws or unless an exemption from such registration is
available. Accordingly, Optionee hereby acknowledges that Optionee is prepared
to hold the Purchased Shares for an indefinite period and that Optionee is aware
that Rule 144 of the SEC issued under the 1933 Act is not presently available to

<PAGE>

exempt the resale of the Purchased Shares from the registration requirements of
the 1933 Act.

         3. DISPOSITION OF SHARES. Optionee hereby agrees that Optionee shall
make no disposition of the Purchased Shares unless and until there is compliance
with all of the following requirements:

                  (a) Optionee shall have provided the Corporation with a
written summary of the terms and conditions of the proposed disposition.

                  (b) Optionee shall have complied with all requirements of this
Agreement applicable to the disposition of the Purchased Shares.

                  (c) Optionee shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation, that (i) the
proposed disposition does not require registration of the Purchased Shares under
the 1933 Act or (ii) all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or of any exemption from registration
available under the 1933 Act (including Rule 144) has been taken.

                  (d) Optionee shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation that the
proposed disposition will not result in the contravention of any transfer
restrictions applicable to the Purchased Shares.

                  The Corporation shall not be required (i) to transfer on its
books any Purchased Shares which have been sold or transferred in violation of
the provisions of this Agreement or (ii) to treat as the owner of the Purchased
Shares, or otherwise to accord voting, dividend or liquidation rights to, any
transferee to whom the Purchased Shares have been transferred in contravention
of this Agreement.

         4. RESTRICTIVE LEGENDS. In order to reflect the restrictions imposed by
this Agreement upon the disposition of the Purchased Shares, the stock
certificates for the Purchased Shares shall be endorsed with the following
restrictive legend:

          "The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares may not be sold or offered for sale
in the absence of (i) an effective registration statement for the shares under
such Act, or (ii) satisfactory assurances to the Corporation that registration
under such Act is not required with respect to such sale or offer."

C. MISCELLANEOUS PROVISIONS.

         1. OPTIONEE UNDERTAKING. Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
deem necessary or advisable in order to carry out or effect one or more of the

<PAGE>

obligations or restrictions imposed on either Optionee or the Purchased Shares
pursuant to the express provisions of this Agreement.

         2. AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the entire
contract between the parties hereto with regard to the subject matter hereof.
This Agreement is made pursuant to the provisions of the Plan and shall in all
respects be construed in conformity with the express terms and provisions of the
Plan.

         3. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without resort to that
State's conflict-of-laws rules. The parties hereto hereby irrevocably submit to
the jurisdiction of any state or federal court sitting in New York County, New
York, in any action or proceeding brought to enforce or otherwise arising out of
or relating to this Agreement, and hereby waive any objection to venue in any
such court and any claim that such forum is an inconvenient forum.

         4. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

         5. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure
to the benefit of, and be binding upon the Corporation and its successors and
assignees and Optionee and Optionee's legal representatives, heirs, legatees,
distributees, assignees, and transferees by operation of law, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms and conditions hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above.

CONSOLIDATED PICTURES CORP.                                   OPTIONEE:


By:      ____________________________________        _______________________

         ____________________________________

Title:   ____________________________________

Address: ____________________________________

         ____________________________________