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                                                                    Exhibit 10.4


                               QK HEALTHCARE, INC.

                             2001 STOCK OPTION PLAN

         1.   NAME AND PURPOSE. This Plan shall be known as the QK Healthcare,
Inc. 2001 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to
advance the interests and increase the value of QK Healthcare, Inc., a Delaware
corporation (the "Company"), by providing key and valuable employees and others
doing business with the Company with opportunities to participate in the
ownership of the Company and its future growth. Awards under the Plan shall be
granted in the form of incentive stock options within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended ("ISOs"), or non-qualified
stock options.

         2.   DEFINITIONS. For purposes of this Plan, the following terms shall
have the meanings set forth below:

         "ADMINISTRATOR" shall mean the Board or the Compensation Committee of
the Board or such other person(s) to whom the Board has delegated the
responsibility of administering the Plan.

         "BOARD" shall mean the Board of Directors of the Company.

         "CAUSE" shall mean the definition of "Cause" set forth in any
employment agreement between the relevant Optionee and the Company, or, in the
absence of any employment agreement, "Cause" shall mean as determined in good
faith by the Board of Directors of the Company, (1) the Optionee's gross
negligence in the performance of any of his material duties and responsibilities
to the Company (other than as a result of total or partial incapacity due to
physical or mental illness); (2) the Optionee's willful dishonesty or fraud with
respect to the business or affairs of the Company; (3) the Optionee's conviction
of a felony crime; or (4) chronic alcohol abuse or illegal drug abuse by the
Optionee.

         "CHANGE IN CONTROL" shall mean the consolidation or merger of the
Company with or into other person(s) or entity(ies) (other than a consolidation
or merger with an entity controlled by members of the Nussdorf family or in
which the Company is the surviving corporation and upon consummation of which
the holders of voting capital stock of the Company immediately prior to such
transaction continue to own directly or indirectly no less than a majority of
the voting capital stock of the Company, as the surviving corporation,
immediately following such transaction), sale of all or substantially all of the
assets of the Company or a sale or other disposition of more than 50% of the
voting capital stock of the Company (whether issued and outstanding, newly
issued or from treasury, or any combination thereof) or other similar
transaction. For purposes of this definition, a sale (whether in a single
transaction or a series of related transactions) of substantially all of the
assets of the Company shall mean the sale or other disposition, other than in
the ordinary course of business, of more than 50% of such assets, as determined
by reference to the fair market value of the Company immediately prior to the
completion of the first of such transactions.
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         "COMMON SHARES" shall mean shares of the Company's common stock, $.001
par value, reserved for issuance under the Plan.

         "FAIR MARKET VALUE" shall mean the fair market value of the Common
Shares as determined by the Administrator in its sole discretion, unless the
Common Shares are traded on a national exchange, in which case fair market value
for any given day shall mean the average of the high and low prices of the
Common Shares reported by such applicable exchange on the next preceding trading
day.

         "OPTION" shall mean any option granted under the Plan.

         "OPTIONEE(S)" shall mean employees and other persons to whom options
have been granted hereunder.

         3.   ADMINISTRATION.

         (a)  The Plan shall be administered by the Administrator. The
Administrator may establish, subject to the provisions of the Plan, such rules
and regulations as it deems necessary for the proper administration of the Plan,
and make such determinations and take such action in connection therewith or in
relation to the Plan as it deems necessary or advisable, consistent with the
terms of the Plan. The interpretation and construction by the Administrator of
any provisions of the Plan or of any Option granted hereunder are final and
conclusive.

         (b)  Administration as Public Company. In the event that the Company
shall become subject to the reporting requirements of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), the Plan shall be
administered either by (a) the full Board or (b) a Committee of at least two (2)
directors, each of whom qualifies both (i) as a "non-Employee Director" as such
term is defined in Rule 16b-3(b)(3) under the Exchange Act and (ii) as an
"Outside Director" as such term is used in Section 162(m) of the Code and
defined in any applicable Treasury Regulations promulgated thereunder. After the
date of the Company's registration under the Exchange Act (the Registration
Date"), the Committee shall make all actions necessary to administer the Plan so
that all transactions involving Options and Shares issued pursuant to the Plan
shall be exempt from Section 16(b) of the Exchange Act and satisfy the
conditions to such grants provided pursuant to Section 162(m) of the Code.

         4.   ELIGIBILITY. All regular full-time employees of the Company and
other persons who perform services for the Company ("Eligible Persons") shall be
eligible to participate in the Plan, as determined by the Administrator.


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         5.   SHARES SUBJECT TO THE PLAN.

         (a)  The Common Shares to be issued and delivered by the Company upon
exercise of Options granted under the Plan may be either authorized but unissued
shares of Common Stock or treasury shares.

         (b)  The aggregate number of Common Shares of the Company which may be
issued under the Plan shall not exceed 4,900,000 shares; subject, however, to
the adjustment provided in Section 9 in the event of certain changes in the
Company's capital structure. No option may be granted under this Plan which
could cause such maximum limit to be exceeded.

         (c)  Common Shares covered by an Option which is no longer exercisable
with respect to such shares shall again be available for issuance under this
Plan.

         6.   GRANT OF OPTIONS. The Administrator may from time to time, in its
sole discretion and subject to the provisions of the Plan, grant Options to
Eligible Persons, provided however, that any grant of an ISO prior to the
approval of the Plan by the Company's stockholders shall be conditioned on and
subject to stockholder approval of the Plan. Each Option shall be embodied in an
option agreement signed by the Optionee and the Company providing that the
Option shall be subject to the provisions of this Plan and containing such other
provisions as the Administrator may prescribe not inconsistent with the Plan.
The option agreement shall specify whether the Option is a non-qualified option
or an ISO. No ISO may be granted subsequent to October 31, 2009.

         7.   TERMS AND CONDITIONS OF OPTIONS. All Options granted under the
Plan shall contain such terms and conditions as the Administrator may from time
to time determine, in its sole discretion, subject to the foregoing and
following limitations and requirements:

         (a)  Option price: The price of Common Shares covered by any Option
granted under the Plan shall be determined by the Administrator, in its sole
discretion, at the time such Option is granted; provided, however, that in the
case of an ISO the option price shall not be less than 100% of the Fair Market
Value of the Common Shares on the date of the grant.

         (b)  Period within which Option may be exercised: The period of each
Option shall be fixed by the Administrator in its sole discretion, but no ISO
may be exercised after the expiration of ten years from the date the Option is
granted. The Administrator may, in its sole discretion, determine as a condition
of any Option that all or a stated percentage of the Common Shares covered by
such Option shall become exercisable, in installments or otherwise, only after
the completion of a specified service requirement by the Optionee. In addition,
the Administrator may impose such other restrictions and conditions on the
exercisability of Options as the Administrator, in its sole discretion, may
determine.

         (c)  10% Shareholder: Notwithstanding any other provision of this Plan,
the price per Common Share covered by an ISO granted to an Optionee who, at the
time such option is granted, owns shares possessing more than 10% of the total
combined voting power of all classes


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of shares of the Company or its subsidiaries shall be at least 110% of the Fair
Market Value of the Common Shares subject to the option. In addition, any such
option may not be exercised after the expiration of five years from the date the
ISO is granted.

         (d)  Grant limitation: The aggregate Fair Market Value of Common Shares
with respect to which ISOs are exercisable for the first time by any Optionee
during any calendar year (determined at the time the option is granted) shall
not exceed $100,000.

         (e)  Termination of Option by reason of termination of employment:
Unless the Administrator in its discretion determines otherwise, if an
Optionee's employment (or contractual relationship to provide services, which
shall hereafter be referred to as employment) with the Company terminates for
reasons including death or disability (within the meaning of Section 22(e)(3) of
the Internal Revenue Code), any portion of Optionee's Options which is not
exercisable on the date of such termination shall immediately terminate.

         If Optionee ceases to be employed by the Company by reason of his or
her death, any Options owned by such Optionee may be exercised, to the extent
otherwise exercisable on the date of his death, by his estate, personal
representative or beneficiary who has acquired the Option by will or by the laws
of descent and distribution, until the earlier of (i) the specified expiration
date of the Option or (ii) three (3) years from the date of the Optionee's
death.

         If Optionee ceases to be employed by the Company by reason of his or
her disability, such Optionee shall have the right to exercise any Option held
by him or her on the date of termination of employment, for the number of shares
for which he or she could have exercised it on that date, until the earlier of
(i) the specified expiration date of the Option or (ii) twelve (12) months from
the date of the termination of the Optionee's employment.

         Notwithstanding the foregoing, if an Optionee's employment is
terminated for Cause, all outstanding Options held by such Optionee, whether
vested or unvested, shall terminate immediately unless the Administrator in its
discretion determines otherwise.

         (f)  Non-transferability: Except to the extent provided in any option
agreement and permitted under applicable law, each Option and all rights
thereunder shall be exercisable during the Optionee's lifetime only by him and
shall be non-assignable and non-transferable by the Optionee other than, in the
event of the Optionee's death, by his will or by the laws of descent and
distribution. In the event the death of an Optionee occurs, the representative
or representatives of the estate, or the person or persons who acquired (by
bequest or inheritance) the rights to exercise the Options may exercise such
Options in whole or in part prior to the expiration of the applicable exercise
period.

         (g)  Compliance with securities laws: Options granted and shares issued
by the Company upon exercise of Options shall be granted and issued only in full
compliance with all applicable securities laws, including laws, rules and
regulations of the Securities and Exchange Commission and applicable state Blue
Sky Laws. With respect thereto, the Administrator may impose such


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conditions on transfer, restrictions and limitations as it may deem necessary
and appropriate to assure compliance with such applicable securities laws.

         (h)  Modification or cancellation of Option: The Administrator shall
have the authority to effect, at any time and from time to time, with the
consent of the affected Optionee or Optionees, the modification of the terms of
any option agreement, including, but not limited to, the acceleration of any
vesting or exercisability requirements upon the occurrence of a Change in
Control or otherwise.

         (i)  Disposition of shares: No Option granted under this Plan shall
qualify as an ISO within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended, if the Common Shares acquired pursuant to the exercise of
the Option are transferred, other than by will or by the laws of descent and
distribution, within two years of the date such option was granted or within one
year after the transfer of Common Shares to the Optionee pursuant to such
exercise.

         8.   METHOD OF EXERCISE. An Option granted under this Plan may be
exercised by written notice to the Administrator, signed by the Optionee, or by
such other person as is entitled to exercise such Option. The notice of exercise
shall state the number of Common Shares in respect of which the Option is being
exercised, and shall either be accompanied by the payment of the full option
price for such Common Shares, or shall fix a date (not more than ten business
days from the date of such notice) for the payment of the full option price of
the Common Shares being purchased. The purchase price may be paid (i) in cash or
by check in the form satisfactory to the Company, (ii) subject to the approval
of the Administrator, by delivery to the Company of Common Shares already owned
by the Optionee (which shall be valued for this purpose at the Fair Market Value
on the date of transfer to the Company as determined by the Administrator in its
sole discretion), or which either have been owned by the Optionee for at least
six (6) months prior to the tender or were not acquired, directly or indirectly,
from the Company, (iii) any combination of the above. A certificate or
certificates for the Common Shares of the Company purchased through the exercise
of an Option shall be issued in regular course after the exercise of the Option
and payment therefor. During the Option period no person entitled to exercise
any Option granted under this Plan shall have any of the rights or privileges of
a shareholder with respect to any Common Shares issuable upon exercise of such
Option until certificates representing such Common Shares shall have been issued
and delivered. After the Registration Date, any exercised Option under Section 8
by a person subject to Section 1601 of the Exchange Act (a "Section 16 Person")
shall comply with the relevant requirements and the rules promulgated
thereunder.


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         9.   CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

         (a)  The existence of outstanding Options shall not affect in any way
the right or ability of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Shares or the rights hereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business or any of the outstanding stock of the Company,
or any other corporate act or proceeding, whether of a similar character or
otherwise, except pursuant to a Change in Control to the extent and in the
manner expressly provided herein.

         (b)  If the Company shall effect a subdivision, consolidation or
reclassification of shares or other capital readjustment or recapitalization,
the payment of a stock dividend, a declaration of an extraordinary dividend
payment in a form other than shares in an amount that has a material effect on
the fair market value of the Common Shares or other increase or reduction in the
number of Common Shares outstanding, without receiving compensation therefor in
money, services or property, the Board shall make appropriate adjustments in one
or more of (i) the number of Common Shares available for future grant under
Section 5 hereof, (ii) the number of Common Shares covered by each outstanding
option or (iii) the exercise price under each outstanding option.

         (c)  Except as hereinbefore expressly provided, the issue by the
Company of shares of stock of any class, for cash or property, or for labor or
services, either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Common Shares then subject to outstanding Options.

         (d)  In the event of a Change in Control while Options remain
outstanding, all outstanding Options under the Plan shall accelerate and become
immediately exercisable for a period of 30 days, or such longer or shorter
period as the Board may prescribe (the "Notice Period") immediately prior to the
scheduled consummation of such Change in Control, provided, however, that any
such acceleration and any exercise of options during the notice period shall be
(i) conditioned upon the consummation of the Change in Control and (ii)
effective only immediately before the consummation of such Change in Control.

         (e)  Upon consummation of a Change in Control, the Plan and all
outstanding but unexercised options shall terminate. Notwithstanding the
foregoing, to the extent provision is made in writing in connection with such
Change in Control for the continuation of the Plan and the assumption of Options
under the Plan theretofore granted, or for the substitution for such Options of
new options covering the stock of a successor company, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares or
units and exercise prices, then the Plan and Options theretofore granted shall
continue in the manner and under the terms so provided, and the acceleration and
termination provisions set forth in the first two


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sentences of this Section 9(d) shall be of no effect. The Company shall send
written notice of a Change in Control to all individuals who hold options not
later than the time at which the Company gives notice thereof to its
stockholders.

         10.  INITIAL PUBLIC OFFERING. In the event of any initial public
offering of any class of common stock of the Company ("IPO Stock") during the
term of any Option granted under the Plan, the number, class and per share price
of Common Shares may be appropriately adjusted in such a manner as to entitle
the Optionee to receive upon exercise of such option, for the same aggregate
cash consideration, shares of IPO Stock which, in the judgment of the
Administrator, are substantially equivalent in value to the Common Shares.
Unless otherwise determined by the Administrator, all other terms of such
Options shall remain the same.

         11.  AMENDMENT OR TERMINATION. The Administrator may, in its sole
discretion, terminate this Plan at any time, and may amend the Plan at any time
or from time to time; provided, however, that any amendment that would increase
the aggregate number of shares that may be issued under the Plan, materially
increase the benefits accruing to employees under the Plan, or materially modify
the requirements as to eligibility for participation in the Plan shall be
subject to the approval of the Company's stockholders to the extent required by
Internal Revenue Code Section 422, other applicable laws or any other governing
rules or regulations, except that such increase or modification that may result
from adjustments authorized by Section 9 does not require such approval. If the
Plan is terminated, any unexercised option shall continue to be exercisable in
accordance with its terms, except as provided in Section 9 above.

         12.  COMPANY RESPONSIBILITY. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company. The Company shall
have no responsibility or liability (other than under applicable securities
laws) for any act or thing done or left undone with respect to the price, time,
quantity, or other conditions and circumstances of the purchase of the Common
Shares under the terms of the Plan, so long as the Company acts in good faith.

         13.  TAX WITHHOLDING. Any grant of an Option hereunder shall provide,
as determined by the Administrator in its sole discretion, for appropriate
arrangements for the satisfaction by the Company and the Optionee of all
federal, state, local or other income, excise or employment taxes or tax
withholding requirements applicable to the exercise of the Option or a related
tandem right, or the later disposition of the Common Shares thereby acquired and
all such additional taxes or amounts as determined by the Administrator in its
sole discretion, including, without limitation, the right of the Company to
receive transfers of Common Shares or other property from the Optionee or to
deduct or withhold in the form of Common Shares from any transfer to an
Optionee, in such amount or amounts deemed required or appropriate by the
Administrator in its sole and absolute discretion; provided, however, that the
value of any shares of common stock withheld may not exceed the statutory
minimum withholding amount required by law.

         14.  IMPLIED CONSENT. Every Optionee, by the acceptance of an Option
under this Plan shall be deemed to have consented to be bound, on his or her own
behalf and on behalf of his or her heirs, assigns, and legal representatives, by
all of the terms and conditions of this Plan.


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         15.  NO EFFECT ON EMPLOYMENT STATUS. The fact that an employee or any
other person has been granted an Option under this Plan shall not limit or
otherwise qualify the right of the Company to terminate such person's employment
at any time.

         16.  DURATION AND TERMINATION OF THE PLAN. The Plan shall become
effective on ______________, 2001, which is the date the stockholders of the
Company approved the Plan. No ISO shall be granted subsequent to the tenth
anniversary of such date, or subsequent to any earlier date as of which the Plan
is terminated.

         17.  LAW TO GOVERN. This Plan shall be construed and administered in
accordance with and governed by the laws of the State of Delaware.

         IN WITNESS WHEREOF, the Company has caused this 2001 Stock Incentive
Plan to be executed by its duly authorized officer as of the ____ day of
___________, 2001.


                                            QK HEALTHCARE, INC.


                                            By:__________________________

                                            Title:_______________________





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