Exhibit 10.1




                           RUBIN PROPERTY GROUP, INC.

                             2001 STOCK OPTION PLAN

    1. PURPOSE OF THE PLAN. Under this Stock Option Plan (the "Plan") of Rubin
Property Group, Inc. (the "Company") options may be granted to eligible
employees to purchase shares of the Company's capital stock. The Plan is
designed to enable the Company to attract, retain and motivate its employees by
providing for or increasing the proprietary interests of such employees in the
Company. The Plan provides for options which qualify as incentive stock options
("ISO") under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Tax Code"), as well as options which do not so qualify ("Non-ISO"). ISOs and
Non- ISOs shall sometimes collectively be referred to as "options."

    2. STOCK SUBJECT TO PLAN. The maximum number of shares of stock for which
options granted hereunder may be exercised shall be five million (5,000,000)
shares of common stock with par value of $.0001, subject to the adjustments
provided in Sections 10 and 11. Shares of stock subject to the unexercised
portions of any options granted under this Plan which expire or terminate or are
cancelled may again be subject to options under the Plan. When the exercise
price for an option granted under this Plan is paid with previously outstanding
shares or with shares as to which the option is being exercised, as permitted in
Section 8, the total number of shares of stock for which further options may be
granted under this Plan shall be irrevocably reduced by the total number of
shares for which such option is thus exercised, without regard to the number of
shares received or retained by the Company in connection with that exercise.

    3. ELIGIBLE EMPLOYEES. The employees eligible to be considered for the grant
of options hereunder are any persons regularly employed by the Company on a
full-time, salaried basis. Non-ISOs may be granted to an employee, officer or
director of the Company, regardless of whether the director is an officer or
employee, and to any independent contractor. Each person receiving options shall
sometimes be referred to as "optionee."

    4. MINIMUM EXERCISE PRICE. The exercise price shall be determined by the
Committee (hereinafter defined). The exercise price for each ISO granted
hereunder shall be not less than 100% of the fair market value of the stock at
the date of the grant of the option; provided, that, if an ISO is granted to a
person who, on the date of grant, owns, either directly or indirectly within the
meaning of Section 424(d) of the Tax Code, more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of an
Affiliate of the Company, then the option price specified in the ISO shall be at
least one hundred ten percent (110%) of the fair market value, on the date of
grant, of the shares of common stock subject thereto.


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    5. NONTRANSFERABILITY. Any option granted under this Plan is nontransferable
by the optionee other than by will or the laws of descent and distribution and
is exercisable during the optionee's lifetime only by him or by his guardian or
legal representative. No transferee of an option shall in any manner be liable
for, or subject to, the debts, liabilities, or other obligations of optionee.

    5.1. If an optionee ceases to be employed by the Company by reason of such
optionee's death, any options held by such optionee shall pass to the person or
persons entitled thereto pursuant to the will of the optionee or the applicable
laws of descent and distribution (such person or persons are sometimes herein
referred to collectively as the "Qualified Successor" of the optionee), and
shall be exercisable by the Qualified Successor as to any options that were
exercisable as of the date of death of the optionee in accordance with the terms
of the applicable option agreement for a period of one (1) year following the
death of optionee.

    5.2. In the event a guardian (the "Guardian") is appointed for an optionee
whose employment is terminated by the Company by reason of such optionee's
disability, as defined in Section 22(e)(3) of the Tax Code, any option held by
such optionee that could have been exercised immediately prior to such
termination of employment shall be exercisable by the Guardian of such optionee
for a period of one (1) year following the termination of employment of such
optionee.

    5.3. If an optionee who has ceased to be employed by the Company or by any
Affiliate of the Company by reason of such optionee's disability, as defined in
Section 22(e)(3) of the Tax Code, dies within six (6) months after the
termination of such employment, any option held by such optionee that could have
been exercised immediately prior to his or her death shall pass to the Qualified
Successor of such optionee, and shall be exercisable by the Qualified Successor
for a period of one (1) year following the termination of employment of such
optionee.


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    5.4 If an optionee has ceased to be employed by the Company or by any
Affiliate of the Company because optionee has been terminated by the Company for
cause, then all options terminate immediately. If optionee ceases to be employed
by the Company because optionee has ceased employment without cause, then
0ptionee must exercise all options vested in optionee within 3 months of
termination of optionee's employment, or the options lapse. Notwithstanding the
foregoing, the Committee or the Board of Directors of the Company may agree
otherwise with respect to any optionee.

    5.5 Notwithstanding anything to the contrary in this Plan, except as
otherwise provided in an applicable option agreement, the vesting of options
held by a Qualified Successor or exercisable by a Guardian shall cease on the
date the optionee's employment is terminated for any reason, including, without
limitation, death or disability.

    5.6. In the event that two or more persons constitute the Qualified
Successor or the Guardian of an optionee, all rights of such Qualified Successor
or such guardian shall be exercisable, if at all, by the unanimous agreement of
such persons.

    5.7. Employment shall be considered as continuing intact during any military
or sick leave or other bona fide leave of absence if the period of such leave
does not exceed ninety (90) days or, if longer, for so long as the optionee's
right to reemployment with the Company or an Affiliate thereof is guaranteed
either by statute or by contract. If the period of such leave exceeds ninety
(90) days and his or her reemployment is not guaranteed, then his or her
employment shall be deemed to have terminated on the ninety-first (91st) day of
such leave.

    6. MAXIMUM OPTION TERM/LIMITATION ON GRANT OF ISOS. No option granted under
this Plan may be exercised in whole or in part more than ten years after its
date of grant; provided, however, if an ISO is granted to a person who, on the
date of grant owns, either directly or indirectly within the meaning of Section
424(d) of the Tax Code, more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of an Affiliate of the Company,
the period of time during which the option shall be exercisable shall in no
event be more than five (5) years following its date of grant.


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     If the aggregate fair market value of stock with respect to which ISOs
first become exercisable by an Optionee in any calendar year exceeds $100,000,
taking into account stock subject to all ISOs granted by the Company which are
held by such optionee, the excess will be treated as Non-ISOs. To determine
whether the $100,000 limit is exceeded, the fair market value of stock subject
to options shall be determined as of the date of grant of the options. In
reducing the number of options treated as ISOs to meet the $100,000 limit, the
earliest granted options shall be reduced first. If a reduction of
simultaneously granted options is necessary to meet the $100,000 limit, the
Company may designate which option exercises are to be treated as stock acquired
pursuant to an ISO.

     7. PLAN DURATION. Options may not be granted under this Plan more than ten
years after the date of the adoption of this Plan, or of shareholder approval
thereof, whichever is earlier.

     8. PAYMENT. Payment for stock purchased upon any exercise of an option
granted under this Plan shall be made in full in cash concurrently with such
exercise, except that, if and to the extent the instrument evidencing the option
so provides, or if the Committee so permits, and if the Company is not then
prohibited from purchasing or acquiring shares of such stock, such payment may
be made in whole or in part with shares of the same class of stock as that then
subject to the option, delivered in lieu of cash concurrently with such
exercise, the shares so delivered to be valued on the basis of the fair market
value of the stock (determined in a manner specified in the instrument
evidencing the option) on the day preceding the date of exercise. If and while
payment with stock is permitted for the exercise of an option granted under this
Plan in accordance with the foregoing provision, the person then entitled to
exercise that option may, in lieu of using previously outstanding shares
therefor, use some of the shares as to which the option is then being exercised.

     9. ADMINISTRATION. The Plan shall be administered by the Board of Directors
of the Company (the "Board") or by a Committee of the Board appointed in
accordance with this Section 9. (The Board, or the committee, if appointed, are
referred to in this Plan as the "Committee").

     At any time, the Board may appoint a Committee, consisting of not less than
two of its members to administer the Plan on behalf of the Board in accordance
with such terms and conditions not inconsistent with this Plan as the Board may
prescribe. Once appointed, members of the Committee shall continue to serve
until otherwise directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members, remove members (with
or without cause) and appoint new members in their place, fill vacancies however
caused, and/or remove all members of the Committee and thereafter directly
administer the Plan.


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    Notwithstanding the foregoing provisions of this Section 9, if the Company
registers any class of any equity security under Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), from the effective date of
such registration until six months after the termination of such registration,
the Plan shall be administered as follows:

    The Plan shall be administered by the Board or by the Committee appointed in
accordance with the following procedures:

    At any time, if the Board is unable to act under state law or if the Board,
in its discretion desires, it shall appoint two or more of its members, all of
whom are Non-Employee Directors, to the Committee to administer the Plan on
behalf of the Board in accordance with such terms and conditions not
inconsistent with this Plan as the Board may prescribe. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board. From
time to time, the Board may increase the size of the Committee and appoint
additional members (all of whom shall be Non-Employee Directors), remove members
(with or without cause) and appoint new members in their place, fill vacancies
however caused, or remove all members of the Committee and thereafter directly
administer the Plan so long as the Board may act under state law. At no time
shall a person who is not a Non-Employee Director serve on the Committee
appointed under this Section, nor shall such Committee at any time have been
less than two members. The term "Non-Employee-Director" shall be as defined in
17 C.F.R. 240.16b-3(b)(3)(i), as the same may be amended from time to time.

    The Committee shall have the authority to: administer the Plan in accordance
with its express terms; determine all questions arising in connection with the
administration, interpretation, and application of the Plan, including all
questions relating to the value of the common stock; correct any defect, supply
any information, or reconcile any inconsistency in such manner and to such
extent as shall be deemed necessary or advisable to carry out the purpose of the
Plan; prescribe, amend, and rescind rules and regulations relating to the
administration of the Plan; determine the duration and purposes of leaves of
absence which may be granted to participants without constituting a termination
of employment for purposes of the Plan; select, based on the eligibility
criteria set forth herein, those officers, employees and directors to whom
options shall be granted; determine whether the Company shall grant ISOs or
Non-ISOs, the terms and provisions of the respective option agreements to be
entered into with such persons (which need not be identical with the terms of
any other such agreement and which may include, without limitation, provisions
granting to one or more officers of the Company, a proxy covering the shares
acquired by the optionee upon exercise of one of more options), when such
options shall be granted and the number of shares of common stock subject to
each option; convert an ISO into a Non-ISO in accordance with Section 16 below;
and; make all other determinations necessary or advisable for administration of
the Plan.


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    Exercise of the foregoing authority by the Committee shall be consistent
with the intent that the ISOs issued under the Plan be qualified under the terms
of Section 422 of the Tax Code, and the Non-ISOs shall not be so qualified. All
determinations made by the Committee in good faith on matters referred to in
this Section 9 shall be final, conclusive, and binding upon all persons. The
Committee shall have all powers necessary or appropriate to accomplish its
duties under this Plan.

    With respect to each option to be granted to a person designated by the
Committee in accordance with this Section, the Committee shall specify the
following terms: Whether the option is an ISO or a Non-ISO; the number of shares
of common stock subject to purchase pursuant to the option; the date on which
the grant of the option shall be effective (the "date of grant"); the price at
which and time period during which the option shall be exercisable.

    For any options granted hereunder, the Committee shall have complete
discretion with respect to the terms of such vesting schedule, including,
without limitation, discretion (a) to allow full and immediate vesting upon
grant of the option, (b) to permit partial vesting in stated percentage-amounts
based on the length of the holding period of the option, (c) to permit full
vesting after a stated holding period has passed, (d) to permit vesting only
upon the satisfaction of financial or other performance criteria established and
specified by the Committee in the option agreement, or (e) with the consent of
the person and subject to the limitations set forth herein, to modify the
vesting schedule of any outstanding option.

    At the discretion of the Committee, any Optionee may be required to enter
into an agreement with the Company and such other parties designated by the
Company, whereby the optionee agrees not to sell any shares of common stock
previously acquired upon exercise of any option, for a period not to exceed 180
days, before and after a public offering of the Company's securities under the
Securities Act of 1933, as amended; and such other terms and conditions as the
Committee deems advisable and as are consistent with the purpose of this Plan;
all shares of common stock issued upon exercise of an option shall be subject to
the Company's rights under Section 13 below.


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    10. ADJUSTMENTS. If there is a material alteration in the capital structure
of the Company on account of a reorganization, merger, recapitalization,
exchange of shares, stock split, reverse stock split, stock dividend, or
otherwise, the Committee shall make such adjustments to this Plan and to the
options then outstanding under this Plan as the Committee determines to be
appropriate and equitable under the circumstances so that the proportionate
interest of that holder of any such outstanding option shall, to the extent
practicable, be maintained as before the occurrence of such event. Such
adjustments may include, without limitation, (a) a change in the number of, or
kind of shares of stock of the Company covered by the options, and/or (b) a
change in the option price payable per share; provided, however, that the
aggregate option price applicable to the unexercised portion of existing options
shall not be altered, it being intended that any adjustments made with respect
to such options shall apply only to the price per share and the number of shares
subject thereto. For purposes of this Section 10, neither (i) the issuance of
additional shares of stock of the Company in exchange for adequate consideration
(including services), nor (ii) the conversion of preferred shares of the Company
or any other instrument convertible into common stock, shall be deemed material
alterations of the capital structure of the Company.

    11. CORPORATE REORGANIZATIONS. Subject to the giving of notice and to the
discretion of the Committee pursuant to this Section, the vesting of all options
granted or agreed to be granted under the Plan shall be accelerated (so that the
Optionee can exercise all of the options that the Company has agreed to grant to
Optionee) upon the earlier of the occurrence of (a) the dissolution or
liquidation of the Company; (b) a reorganization, merger, or consolidation of
the Company with one or more corporations as a result of which, immediately
following such reorganization, merger or consolidation, the shareholders of the
Company as a group will hold less than a majority of the outstanding capital
stock of the surviving corporation, including such reorganizations, mergers or
consolidations where the Company will not be the surviving corporation; or (c)
the sale of all or substantially all of the assets of the Company; (collectively
the "Terminating Events" and individually a "Terminating Event").


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    The Company shall give notice to holders of options not less than thirty
(30) days prior to the consummation of a Terminating Event as defined in this
Section. Upon the date specified in such notice, subject to the discretion of
the Committee to accelerate the vesting of all non-vested options, the vesting
of all options under the Plan shall cease, all vested options shall become
immediately exercisable, all non-vested options shall immediately terminate, and
all such vested options which have not been exercised shall terminate.
Adjustments and determinations under this Section shall be made by the Committee
(upon the advice of counsel), whose decisions as to what adjustments or
determinations shall be made, and the extent thereof, shall be final, binding,
and conclusive.

    12. TERMINATION OF OPTIONS. To the extent not earlier exercised, an option
shall terminate at the earliest of the following dates.

    12.1. The date of termination specified for such option in the respective
option agreement.

    12.2. One (1) year following the termination of the optionee's employment
with the Company by reason of the optionee's disability (within the meaning of
Section 22(e)(3) of the Tax Code);

    12.3. Ninety (90) days after the date of termination of the optionee's
employment with the Company for any reason other than the optionee's death or
disability (as defined in Section 12.2 above) unless such termination is for
cause in which case the option shall immediately terminate;

    12.4. The date of any sale, transfer or hypothecation, or any attempted
sale, transfer or hypothecation of an option in violation of Section 5 above;

    12.5. Notwithstanding any other provisions set forth herein or in any option
agreement issued hereunder, if optionee shall (i) commit any act of malfeasance
or wrongdoing affecting the Company, (ii) breach any covenant not to compete,
confidentiality obligations, or employment contract with Company, or (iii)
engage in conduct that would warrant optionee's discharge for cause (excluding
general dissatisfaction with the performance of optionee's duties, but including
any act of disloyalty or any conduct clearly tending to bring discredit upon
Company), then any unexercised portion of the options granted shall immediately
terminate and be void; or


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    12.6. The date specified in Section 11 above for such termination in the
event of a Terminating Event.

    13. CONDITIONS UPON ISSUANCE OF SHARES.

    13.1. Shares shall not be issued pursuant to the exercise of any option
unless the exercise of such option and the issuance and delivery of the shares
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
1934 Act, all applicable state securities law, and the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or automatic
quotation system upon which the shares may then be listed or otherwise traded,
and such compliance has been confirmed by counsel for the Company.

    13.2. Each option granted hereunder shall be evidenced by a written
agreement executed by the Company and the optionee. Such agreement shall contain
the terms of the option as specified herein, together with such other terms,
conditions, and provisions as the Committee deems advisable. At the discretion
of the Committee, the agreement may also provide that, by accepting the option
granted under this Plan, the optionee, for himself or herself, for his or her
Guardian, and for his or her heirs, successors and assigns:

    13.2.1. Recognizes, agrees and acknowledges that no registration statement
under the 1933 Act or under any state securities law has been filed as to either
the option or the shares of common stock purchased upon any exercise of such
option; and that any and all such shares shall be acquired for investment and
not for resale or distribution;

    13.2.2. Agrees that the shares of common stock may not be sold or
transferred unless there is either (a) an effective registration statement under
the 1933 Act and compliance with governing state securities law, or (b) an
opinion of counsel satisfactory to the Company that the sale or transfer is
exempt from registration under the 1933 Act and governing state laws;

    13.2.3. Acknowledges and consents to the appearance of a printed legend on
each stock certificate issued with respect to options granted under this Plan
which shall read, in substance, as follows:


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                        NOTICE: RESTRICTIONS ON TRANSFER

           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
           REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
           SECURITIES LAWS (COLLECTIVELY THE "ACTS"), HAVE BEEN ACQUIRED FOR
           INVESTMENT ONLY AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED
           OR OTHERWISE DISPOSED OF UNLESS THERE IS (A) EITHER (I) AN EFFECTIVE
           REGISTRATION STATEMENT UNDER THE ACTS AND COMPLIANCE THEREWITH, OR
           (II) AN OPINION OF COUNSEL (PROVIDED AT STOCKHOLDER EXPENSE)
           SATISFACTORY TO THE CORPORATION THAT THE SALE OR TRANSFER IS EXEMPT
           FROM REGISTRATION UNDER THE ACTS AND (B) SATISFACTION OF CERTAIN
           CONDITIONS SET FORTH IN A WRITTEN AGREEMENT BETWEEN THE CORPORATION
           AND THE RECORD HOLDER HEREOF AND/OR IN THE RUBIN PROPERTY GROUP, INC.
           STOCK OPTION PLAN. INFORMATION CONCERNING THESE RESTRICTIONS MAY BE
           OBTAINED FROM THE CORPORATION OR ITS LEGAL COUNSEL. ANY OFFER OR
           DISPOSITION OF THESE SECURITIES WITHOUT SATISFACTION OF SUCH
           CONDITIONS WILL BE WRONGFUL AND WILL NOT ENTITLE THE TRANSFEREE TO
           REGISTER OWNERSHIP OF THE SECURITIES WITH THE CORPORATION.

    13.2.4. Agrees that, in the event of a claim against the Company resulting
from a breach of the representations or the terms and conditions contained in
such agreement, the optionee will indemnify and hold the Company harmless from
any loss or damage, including attorney's fees or other legal expenses, incurred
in the defense or payment of any such claims against the Company.

    13.3. The Company's inability to obtain authority from any regulatory body
having jurisdiction over the issuance and delivery of the shares pursuant to the
exercise of options, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any shares of common stock
hereunder, shall relieve the Company of any liability with respect to the
failure to issue or sell such shares.

    14. FINANCIAL ASSISTANCE. The Company is vested with discretionary authority
under this Plan to assist any employee to whom an option is granted hereunder
(including any director or officer of the Company or any of its subsidiaries who
is also an employee) in the payment of the purchase price payable on exercise of
that option, by lending the amount of such purchase price to such employee on
such terms and at such rates of interest and upon such security (or unsecured)
as shall have been authorized by or under authority of the Board.


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    15. CONVERSION OF ISOS INTO NON-ISOS.

    At the written request of any ISO optionee, the Committee, in its
discretion, may take any actions as may be necessary to convert such optionee's
ISO (or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-ISOs at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an officer,
employee, director, agent, consultant or independent contractor of the Company
or of any Affiliate of the Company at the time of such conversion. Subject to
the limitations set forth in this Plan, such actions may include, without
limitation, extending the exercise period or reducing the exercise price of the
appropriate installments of such ISOs. At the time of such conversion, the
Committee, with the consent of the optionee, may impose such conditions on the
exercise of the resulting Non-ISOs, and no such conversion shall occur until and
unless the Committee takes appropriate action. The Committee, with the consent
of the optionee, may also terminate any portion of any ISO that has not been
exercised at the time of such conversion.

    16. AMENDMENT AND TERMINATION. The Board may alter, amend, suspend or
terminate this Plan, provided that no such action shall deprive an optionee,
without his consent, of any option granted to the optionee pursuant to this Plan
or of any of his rights under such option. Except as herein provided, no such
action of the Board, unless taken with the approval of the shareholders of the
Company, may:

          (a) increase the maximum number of shares for which options granted
          under this Plan may be exercised;

          (b) reduce the minimum permissible exercise price;

          (c) extend the ten-year duration of this Plan set forth herein; or

          (d) alter the class of employees eligible to receive options under the
          Plan.