2001 STOCK OPTION PLAN
                     FOR RENAISSANCE ACCEPTANCE GROUP, INC.


         Section  1.  Purpose.  This  2001  Stock  Option  Plan for  Renaissance
Acceptance  Group,  Inc. is intended as an  additional  incentive to attract and
retain qualified and competent employees and consultants for the Company and its
Subsidiaries  (upon  whose  efforts and  judgment  the success of the Company is
largely  dependent)  through the encouragement of stock ownership in the Company
by such persons.

         Section 2. Definitions.  As used herein, the following terms shall have
the meaning indicated:

         (a)      "Act"  shall  mean the  Securities  Exchange  Act of 1934,  as
                  amended.

         (b)      "Board" shall mean the Board of Directors of the Company.

         (c)  "Business  Day" shall  mean (i) if the Shares  trade on a national
         exchange,  any day that the national exchange on which the Shares trade
         is open; or (ii) if the Shares do not trade on a national exchange, any
         day that commercial banks in the City of New York are open.

         (d) "Change of Control"  shall mean an event where more than 50% of the
         Company's  common  stock,  par  value  $0.001  per share  (the  "Common
         Stock"), is acquired by a non related entity.

         (e) "Commission" shall mean the Securities and Exchange Commission.

         (f) "Committee"  shall mean the Compensation  Committee of the Board or
         other committee,  if any, appointed by the Board pursuant to Section 16
         hereof.

         (g) "Company" shall mean Renaissance Acceptance Group, Inc., a Delaware
         corporation.

         (h) "Date of Grant"  shall  mean the date on which an Option is granted
         to an Eligible Person pursuant to Section 4 hereof.

         (i) "Director" shall mean a member of the Board.

         (j)  "Eligible  Person(s)"  shall mean those  persons who are (i) under
         written  contract  (a  "Consulting  Contract")  with the  Company  or a
         Subsidiary  to  provide  consulting   services  to  the  Company  or  a
         Subsidiary (a  "Consultant");  (ii) Employees;  or (iii) members of the
         Board of Directors of the Company or any Subsidiary.

         (k)  "Employee(s)"  shall mean those  persons who are  employees of the
         Company or who are employees of any Subsidiary.

         (l) "Fair Market  Value" of a share on a  particular  date shall be the
         closing  price of the Common  Stock,  which  shall be (i) if the Common
         Stock is listed for trading on any United  States  national  securities
         exchange, the last reported sale price of Common Stock on such exchange
         as reported in any newspaper of general circulation; (ii) if the Common
         Stock  is  quoted  on  NASDAQ  or  any  similar   system  of  automated
         dissemination  of quotations  of  securities  prices in common use, the
         mean between the closing high bid and low asked quotations for such day
         of the Common Stock on such system;  or (iii) if neither clause (i) nor
         (ii) is applicable, a value determined by any fair and reasonable means
         prescribed by the Board.

         (m) "Incentive  Stock Option" shall mean an option that is an incentive
         stock option as defined in Section 422 of the Internal Revenue Code.

         (n) "Internal  Revenue Code" or "Code" shall mean the Internal  Revenue
         Code of 1986, as it now exists or may be amended from time to time.

         (o)  "Non-Employee  Director"  shall  mean a director  who:  (i) is not
         currently  an officer  (as defined in Rule  16a-1(f) of the  Securities
         Exchange  Act of 1934,  as amended  (the "1934 Act")) of the Company or
         its  parent or  Subsidiary,  or  otherwise  currently  employed  by the
         Company  or  its   parent  or   Subsidiary;   (ii)  does  not   receive
         compensation,  either  directly  or  indirectly,  from the Company or a
         parent  or  Subsidiary  of the  Company,  for  services  rendered  as a
         consultant or in any capacity  other than as a director,  except for an
         amount  that does not  exceed the  dollar  amount for which  disclosure
         would be required pursuant to Item 404(a) of Regulation S-K; (iii) does
         not possess an interest in any other  transaction for which  disclosure
         would be required  pursuant to Item 404(b) of Regulation  S-K; and (iv)
         is not engaged in a business relationship for which disclosure would be
         required pursuant to Item 404(b) of Regulation S-K.

         (p)  "Nonqualified  Stock Option" shall mean a stock option that is not
         an  incentive  stock  option as defined in Section 422A of the Internal
         Revenue Code.

         (q) "Option"  (when  capitalized)  shall mean any option  granted under
         this Plan.

         (r)  "Optionee"  shall mean a person to whom an Option is granted under
         this Plan or any  successor  to the rights of such  person by reason of
         the death of such person.

         (s)  "Plan"  shall  mean this 2001 Stock  Option  Plan for  Renaissance
         Acceptance Group, Inc.

         (t) "Share(s)" shall mean a share or shares of the Common Stock.

         (u) "Subsidiary" shall mean any corporation (other than the Company) in
         any unbroken  chain of  corporations  beginning with the Company if, at
         the time of the granting of the Option,  each of the corporations other
         than the last  corporation in the unbroken chain owns stock  possessing
         50% or more of the total combined  voting power of all classes of stock
         in one of the other corporations in such chain.

         Section 3.        Shares and Options.

          (a) The  Company  may  from  time to time  grant to  Eligible  Persons
Options to purchase an aggregate of up to 750,000 Shares from Shares held in the
Company's treasury or from authorized and unissued Shares. If any Option granted
under the Plan shall terminate,  expire, or be canceled or surrendered as to any
Shares,  new Options may thereafter be granted covering such Shares. All Options
granted  hereunder  shall be either an Incentive  Stock Option or a Nonqualified
Stock Option as  determined by the Committee at the Date of Grant of such Option
and  shall  clearly  state  whether  it  is  an  Incentive  Stock  Option  or  a
Nonqualified  Stock  Option.  Incentive  Stock  Options  may only be  granted to
persons who are Employees.

         (b) The aggregate Fair Market Value (determined at the Date of Grant of
the Option) of the Shares with  respect to which any  Incentive  Stock Option is
exercisable for the first time by an Optionee during any calendar year under the
Plan and all such plans of the  Company  and any parent  and  subsidiary  of the
Company (as defined in Section 425 of the Code) shall not exceed $100,000.

         Section 4.        Conditions for Grant of Options.

         (a) Each Option  shall be  evidenced  by an option  agreement  that may
contain any term deemed  necessary or desirable by the Committee,  provided such
terms are not inconsistent with this Plan or any applicable law. Optionees shall
be those persons selected by the Committee from Eligible Persons. Any person who
files with the Committee,  in a form  satisfactory  to the Committee,  a written
waiver of  eligibility  to  receive  any  Option  under  this Plan  shall not be
eligible to receive any Option under this Plan for the duration of such waiver.

         (b) In granting  Options,  the Committee shall take into  consideration
the  contribution  the person has made or may make to the success of the Company
or its Subsidiaries and such other factors as the Committee shall determine. The
Committee   shall  also  have  the   authority   to  consult  with  and  receive
recommendations  from  officers  and  other  personnel  of the  Company  and its
Subsidiaries  with regard to these matters.  The Committee may from time to time
in granting  Options under the Plan  prescribe  such other terms and  conditions
concerning such Options as it deems appropriate,  including, without limitation,
relating an Option to achievement of specific goals established by the Committee
or the  continued  employment  of the Optionee  for a specified  period of time,
provided that such terms and  conditions  are not more  favorable to an Optionee
than those expressly permitted herein.

         (c) The Committee in its sole  discretion  shall determine in each case
whether   periods  of  military  or  government   service  shall   constitute  a
continuation of employment for the purposes of this Plan or any Option.

         Section 5. Exercise  Price.  The exercise price per Share of any Option
shall be any price  determined by the  Committee;  provided,  however,  that the
exercise price for any Incentive Stock Option shall not be less than one hundred
percent (100%) of the Fair Market Value per Share on the Date of Grant.

         Section 6.  Exercise of Options.  An Option  shall be deemed  exercised
when (i) the Company has received  written notice of such exercise in accordance
with the terms of the Option;  (ii) full payment of the aggregate exercise price
of the  Shares as to which the  Option is  exercised  has been  made;  and (iii)
arrangements  that are satisfactory to the Committee in its sole discretion have
been made for the Optionee's  payment to the Company of the amount, if any, that
the  Committee  determines  to be necessary  for the Company or a Subsidiary  to
withhold in accordance with  applicable  federal or state income tax withholding
requirements.  Unless  further  limited  by the  Committee  in any  Option,  the
exercise  price of any  Shares  purchased  shall  be paid  solely  in  cash,  by
certified or cashier's  check,  by money order, by personal check or with Shares
(but with Shares only if permitted by an Option agreement or otherwise permitted
by the  Committee  in its sole  discretion  at the time of exercise and provided
that  if  the  Optionee  acquired  such  stock  to be  surrendered  directly  or
indirectly from the Company, he shall have owned such stock for six months prior
to using such stock to exercise an Option) or by a combination of the above.  If
the  exercise  price is paid in whole or in part with  Shares,  the value of the
Shares  surrendered shall be their Fair Market Value on the date received by the
Company.

         Section 7.        Exercisability of Options.

         (a) Optionee shall exercise his or her Options by entering into a Stock
Issuance  Agreement  with  the  Company.   Optionee  may  exercise  the  Options
immediately for unvested Shares;  provided,  however,  that such unvested Shares
shall be subject to repurchase by the Company pursuant to the terms of the Stock
Issuance Agreement.

         Except as  otherwise  provided in this  Section 7, and provided in each
case that the Option has not  expired on the date of  exercise,  Optionee  shall
acquire  a  vested  interest  in the  Options  (or,  if the  Options  have  been
exercised, in the Shares received upon exercise) as follows:

         (i)      33.33%  of the  Options  granted  shall  vest at the  one-year
                  anniversary of the Date of Grant.

         (ii)     33.33%  of the  Options  granted  shall  vest at the  two-year
                  anniversary of the Date of Grant.

         (iii)    33.34% of the  Options  granted  shall vest at the  three-year
                  anniversary of the Date of Grant.

(b) The expiration date of an Option shall be determined by the Committee at the
Date of  Grant,  but in no event  shall  an  Option  be  exercisable  after  the
expiration of ten (10) years from the Date of Grant.

(c) An Option shall not be exercisable prior to the six-month anniversary of its
Date of Grant.

(d) The Committee may in its sole  discretion  accelerate  the date on which any
Option may be exercised.

(e)  Notwithstanding  any  provisions  hereof to the contrary,  if any Option is
accelerated  under Subsection 7(d) above, the portion of such Option that may be
exercised to acquire  Shares that the Optionee  would not be entitled to acquire
but for such acceleration (the "Acceleration  Shares") is limited to that number
of Acceleration Shares that can be acquired without causing the Optionee to have
an "excess  parachute  payment" as  determined  under  Section 280G of the Code,
determined  by taking into account all of the  Optionee's  "parachute  payments"
determined  under  Section 280G of the Code.  If as a result of this  Subsection
7(e),  the Optionee  may not acquire all of the  Acceleration  Shares,  then the
Acceleration  Shares that the Optionee may acquire shall be the last shares that
the  Optionee  would  have been  entitled  to acquire  had this  Option not been
accelerated.

(f) All options (or Shares  received  upon exercise of Options) not vested shall
vest immediately upon a Change of Control.

(g) In no event shall any Options (or Shares  received upon exercise of Options)
vest after  Optionee  ceases to be employed by the  Company or a  Subsidiary  or
ceases to be a Consultant to the Company or a Subsidiary.


         CERTAIN EARLY DISPOSITIONS OF SHARES PURCHASED UPON EXERCISE OF OPTIONS
         (GENERALLY,  SALE OF THE SHARES WITHIN TWO YEARS OF THE OPTION GRANT OR
         WITHIN  ONE  YEAR  OF THE  OPTION  EXERCISE)  MAY  RESULT  IN  LOSS  OF
         "INCENTIVE STOCK OPTION"  TREATMENT.  EXERCISE OF OPTIONS MAY RESULT IN
         ALTERNATIVE  MINIMUM TAX.  THE COMPANY  RECOMMENDS  THAT EACH  OPTIONEE
         CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR  PRIOR TO  EXERCISING  ANY
         OPTIONS AND TO ESTABLISH AN EXERCISE PROGRAM TO MINIMIZE THE OPTIONEE'S
         TAX LIABILITY.


         Section 8.        Termination of Option Period.

          (a) Unless otherwise provided in any Option,  the unexercised  portion
of an Option shall  automatically  and without notice  terminate and become null
and void at the time of the earliest to occur of the following:

                  (i) except as provided in  Subsection  8(a)(iii),  thirty (30)
         days after the date that Optionee  ceases to be employed by the Company
         or a  Subsidiary  or  ceases to be a  Consultant  to the  Company  or a
         Subsidiary, as the case may be, regardless of the reason therefor other
         than as a result of such termination by reason of (x) death, (y) mental
         or physical  disability of Optionee as  determined by a medical  doctor
         satisfactory  to  the  Committee;  or  (z)  termination  of  Optionee's
         employment or Consulting Contract, as the case may be, with the Company
         or a Subsidiary, for cause;

                  (ii) except as provided in Subsection 8(a)(iii),  one (1) year
         after the date on which  the  Optionee  suffers  a mental  or  physical
         disability  as  determined  by a  medical  doctor  satisfactory  to the
         Committee;

                  (iii)  either  (y) one (1) year  after the date that  Optionee
         ceases to be a  Consultant  to or ceases to be employed by, as the case
         may be,  the  Company  or a  Subsidiary,  by  reason  of  death  of the
         Optionee,  or (z) six (6) months  after the date on which the  Optionee
         shall die, if the  Optionee's  death shall occur during the  thirty-day
         period described in Subsection 8(a)(i) or the one-year period described
         in Subsection 8(a)(ii);

                  (iv) the date that  Optionee  ceases to be a Consultant  to or
         ceases  to be  employed  by,  as the  case  may be,  the  Company  or a
         Subsidiary as a result of a termination for cause;

                  (v) with  respect to Options  held by a person who is a member
         of the Board of Directors  of a Subsidiary  who is not also an Employee
         or Consultant,  thirty (30) days after the date that Optionee ceases to
         be a member of such Board of Directors; and

                  (vi) the tenth (10th)  anniversary of the Date of Grant of the
         Option.

          (b) If provided in an Option,  the  Committee  in its sole  discretion
may, by giving written notice (a "Cancellation  Notice") cancel,  effective upon
the date of the consummation of any of the transactions  described in Subsection
7(f),  all or any portion of such Option that remains  unexercised on such date.
Such  Cancellation  Notice shall be given a  reasonable  period of time (but not
less than 15 days) prior to the proposed date of such  cancellation,  and may be
given either before or after shareholder approval of such transaction.

         Section 9.        Proprietary Information.

         In  consideration  of the  Company's  grant  of  the  Options  and  the
Company's  agreement to provide  Optionee with  confidential  information of the
Company,  Optionee agrees to keep  confidential and not to use or to disclose to
others at any time during and after Optionee's service as Employee or Consultant
of the Company or any  Subsidiary,  for  whatever  reason,  except as  expressly
consented  to in  writing by the  Company or  required  by law,  any  secrets or
confidential  technology or proprietary information of the Company or any of its
clients,  including without  limitation,  any customer list,  marketing plans or
materials,  or other  trade  secrets  of the  Company,  or any  matter  or thing
ascertained by Optionee through Optionee's affiliation with the Company, the use
or disclosure of which matter or thing that might  reasonably be construed to be
contrary  to the best  interests  of the  Company  or to give any other  party a
competitive  advantage  over the  Company.  Optionee  further  agrees  that upon
Optionee's cessation of service as Employee or Consultant, Optionee will neither
take nor retain,  without  prior  written  authorization  from the Company,  any
documents  pertaining  to  the  Company  (other  than  paycheck  stubs,  benefit
information,  offer  letters,  or other  materials  pertaining  to his salary or
benefits with the Company).  Without  limiting the  generality of the foregoing,
Optionee  agrees that he will not retain,  use or disclose any papers,  customer
lists,  marketing  materials or  information,  books,  records,  files, or other
documents,  copies thereof,  or notes or other materials derived  therefrom,  or
other  confidential  information of any kind belonging to the Company pertaining
to the  Company's  business,  sales,  financial  condition  or products  (or any
similar  materials  relating to the Company's  clients).  Without limiting other
possible  remedies  to the  Company  for the breach of this  covenant,  Optionee
agrees that injunctive or other  equitable  relief shall be available to enforce
this covenant,  such relief to be without the necessity of posting a bond, cash,
or otherwise.  Optionee further agrees that if any restriction contained in this
Section  is held by any  court to be  unenforceable  or  unreasonable,  a lesser
restriction shall be enforced in its place and remaining  restrictions contained
herein shall be enforced  independently  of each other.  Optionee's  obligations
under this Section apply to all confidential  information of the Company as well
as  to  any  and  all  confidential   information   relating  to  the  Company's
Subsidiaries.

         Section 10.  Noncompetition.

         (a) Basis of Covenants. Optionee recognizes that the Company's decision
to  grant  the  Options  is  induced  primarily  because  of the  covenants  and
assurances made by Optionee in this Plan, that  irrevocable harm and damage will
be done to the Company if  Optionee  violates  the  obligation  to maintain  the
confidentiality  of  proprietary  information,  or  competes  with the  Company.
Optionee  stipulates and agrees that the  consideration  given by the Company in
granting  the  Options  and  in  providing   Optionee   access  to  confidential
information of the Company gives rise to the Company's  interest in the promises
made by Optionee in this Section; further, Optionee stipulates that the promises
Optionee  makes in this  Section are  designed to enforce the  promises  made by
Optionee, including those set forth in Section 9.

         (b)  Noncompetition  Covenant.  Optionee agrees that during  Optionee's
period of service as an Employee or  Consultant  and for a period of twelve (12)
months following  Optionee's  cessation of service as an Employee or Consultant,
for whatever reason, Optionee shall not, directly or indirectly, as an employee,
employer,  contractor,  consultant,  agent,  principal,  shareholder,  corporate
officer, director, or in any other individual or representative capacity, engage
or  participate in any business or practice that is in competition in any manner
whatsoever with the business of the Company.  Any breach or attempted  breach of
this  covenant  or the  covenants  in  Sections  9 or 10 shall be deemed to be a
termination for cause under this Plan.

         (c) Nonsolicitation Covenant. In addition,  Optionee agrees that during
Optionee's  period of service as an Employee or a Consultant and for a period of
twelve (12) months following  Optionee's  cessation of service as an Employee or
Consultant,  for  whatever  reason,  Optionee  shall not solicit,  contract,  or
otherwise  communicate  for the purpose of soliciting  business with any person,
company or business that was a client, customer, supplier, vendor or prospective
client,  customer,  supplier or vendor of the Company,  whom Optionee personally
solicited,  contacted,  communicated with or accepted business from while he was
an  employee  of the  Company  at  any  time  during  the  12  months  preceding
termination of service as an Employee or Consultant.

         (d) Non-Interference Covenant.  Optionee covenants and agrees that, for
a  period  of  one  year  following  cessation  of  service  as an  Employee  or
Consultant,  for whatever  reason,  that  Optionee  shall not  recruit,  hire or
attempt to recruit or hire, directly or by assisting others, any other employees
of the  Company,  nor  shall  Optionee  contact  or  communicate  with any other
employees  of the  Company  for the  purpose  of  inducing  other  employees  to
terminate  their  employment  with the Company.  For purposes of this  covenant,
"other  employees"  means employees who are actively  employed by the Company at
the time of the attempted recruiting or hiring.

         (e)      Remedies.
                  --------

                  (i) This covenant shall be construed as an agreement ancillary
         to the other  provisions of this Plan and the existence of any claim or
         cause of action of Optionee against the Company,  whether predicated on
         this  Plan  or  otherwise,  shall  not  constitute  a  defense  to  the
         enforcement  by the Company of this  covenant.  Without  limiting other
         possible remedies to the Company for breach of this covenant,  Optionee
         agrees that injunctive or other  equitable  relief will be available to
         enforce the covenants of this provision,  such relief to be without the
         necessity of posting a bond, cash, or otherwise.

                  (ii) If Optionee violates any of the covenants of this Section
         10, the one-year term of the restriction  violated shall be extended by
         the amount of time that Optionee was in violation.

                  (iii) The  Company  and  Optionee  further  agree  that if any
         restriction  contained  in this  Section 10 is held by any  appropriate
         forum to be unenforceable or unreasonable, a lesser restriction will be
         enforced in its place and remaining  restrictions contained herein will
         be enforced independently of each other.

                  (iv)  Notwithstanding  anything to the contrary herein,  if an
         Optionee  who  is an  Employee  or  Consultant  of the  Company  or any
         Subsidiary  violates,  or attempts to violate,  the  non-competition or
         non-solicitation  provisions set forth in Section 9 and this Section 10
         of this Plan,  all vested and unvested  Options shall be  automatically
         forfeited and  cancelled  and of no further  force and effect,  without
         payment of any consideration therefore.

         Section 11.       Adjustment of Shares.

         (a) If at any time while the Plan is in effect or  unexercised  Options
are outstanding, there shall be any increase or decrease in the number of issued
and  outstanding  Shares through the  declaration of a stock dividend or through
any recapitalization  resulting in a stock split-up,  combination or exchange of
Shares, then and in such event:

                  (i) appropriate adjustment shall be made in the maximum number
         of Shares then subject to being  optioned  under the Plan,  so that the
         same proportion of the Company's  issued and  outstanding  Shares shall
         continue to be subject to being so optioned; and

                  (ii)  appropriate  adjustment  shall be made in the  number of
         Shares  and the  exercise  price  per Share  thereof  then  subject  to
         outstanding  Options,  so that the  same  proportion  of the  Company's
         issued and  outstanding  Shares shall remain subject to purchase at the
         same aggregate exercise price.

         (b) The  Committee  may change the terms of Options  outstanding  under
this Plan, with respect to the exercise price or the number of Shares subject to
the Options, or both, when, in the Committee's sole discretion, such adjustments
become appropriate by reason of any corporate transaction.

         (c) Except as otherwise  expressly provided herein, the issuance by the
Company of shares of its capital stock of any class,  or securities  convertible
into shares of capital stock of any class, either in connection with 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 of Shares  reserved  for  issuance  under the
Plan or the number of or exercise  price of Shares then  subject to  outstanding
Options granted under the Plan.

         (d) Without limiting the generality of the foregoing,  the existence of
outstanding  Options  granted  under the Plan shall not affect in any manner the
right or power of the Company to make,  authorize or  consummate  (i) any or all
adjustments,   recapitalizations,   reorganizations  or  other  changes  in  the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities,  or preferred or
preference  stock  that would  rank  above the  Shares  subject  to  outstanding
Options;  (iv) the  dissolution  or  liquidation  of the Company;  (v) any sale,
transfer  or  assignment  of all or any part of the  assets or  business  of the
Company;  or (vi) any other  corporate act or  proceeding,  whether of a similar
character or otherwise.

         Section 12.  Transferability  of Options.  Each Incentive  Stock Option
shall provide that such Incentive Stock Option Plan shall not be transferable by
the Optionee  otherwise than by will or the laws of descent and distribution and
that so long as an Optionee  lives,  only such Optionee or his guardian or legal
representative  shall have right to exercise such  Incentive  Stock Option.  The
Committee,  in its sole discretion,  may provide in the agreement  governing any
Nonqualified   Stock  Option  that  such  Nonqualified  Stock  Option  shall  be
transferable and, if so, the extent to which such  Nonqualified  Stock Option is
transferable.

         Section 13. Issuance of Shares.  No person shall be, or have any of the
rights or privileges of, a shareholder of the Company with respect to any of the
Shares  subject to an Option  unless and until  certificates  representing  such
Shares shall have been issued and  delivered  to such person.  As a condition of
any  transfer of the  certificate  for  Shares,  the  Committee  may obtain such
agreements  or  undertakings,  if any, as it may deem  necessary or advisable to
assure  compliance with any provision of the Plan, the agreement  evidencing the
Option or any law or regulation including, but not limited to, the following:

                  (i) A representation, warranty or agreement by the Optionee to
         the  Company  at the time any  Option  is  exercised  that he or she is
         acquiring the Shares to be issued to him or her for  investment and not
         with a view to, or for sale in connection with, the distribution of any
         such Shares; and

                  (ii) A  representation,  warranty or  agreement to be bound by
         any legends  that are, in the opinion of the  Committee,  necessary  or
         appropriate to comply with the provisions of any securities laws deemed
         by the Committee to be applicable to the issuance of the Shares and are
         endorsed upon the Share certificates.

         Section 14.  Options  for 10%  Shareholder.  Notwithstanding  any other
provisions of the Plan to the contrary,  an Incentive  Stock Option shall not be
granted to any person owning directly (or indirectly  through  attribution under
Section 425(d) of the Code) at the Date of Grant, stock possessing more than 10%
of the total  combined  voting  power of all classes of stock of the Company (or
its parent or  subsidiary  {as  defined in Section 425 of the  Internal  Revenue
Code}at the Date of Grant)  unless the exercise  price of such  Incentive  Stock
Option  is at least  110%  Fair  Market  Value  of the  Shares  subject  to such
Incentive  Stock  Option on the Date of Grant,  and the period  during which the
Incentive  Stock Option may be exercised does not exceed five (5) years from the
Date of Grant.

         Section 15. Nonqualified Stock Options.  Nonqualified Stock Options may
be granted  hereunder  and shall be subject to all terms and  provisions  hereof
except that each such  Nonqualified  Stock Option (i) must clearly be designated
as a Nonqualified Stock Option;  (ii) may be granted for shares in excess of the
limits contained in Subsection 3(b) of this Plan; and (iii) shall not be subject
to Section 14 of this Plan. If both  Incentive  Stock  Options and  Nonqualified
Stock  Options are granted to an Optionee,  the right to  exercise,  to the full
extent  thereof,  Options of either type shall not be  contingent in whole or in
part upon the exercise of, or failure to exercise, Options of the other type.

         Section 16.       Administration of the Plan.

         (a) The Plan shall be administered by the Compensation Committee of the
Board or other  committee  thereof as appointed by the Board (herein  called the
"Committee")  consisting  solely of two (2) or more members of the Board who are
Non-Employee  Directors.  Except for the  powers  set forth in  Section  19, the
Committee  shall have all of the  powers of the Board with  respect to the Plan.
Any member of the Committee may be removed at any time,  with or without  cause,
by  resolution of the Board and any vacancy  occurring in the  membership of the
Committee may be filled by appointment by the Board.

         (b) The Committee,  from time to time, may adopt rules and  regulations
for  carrying  out  the  purposes  of  the  Plan.  The  determinations  and  the
interpretation  and  construction  of any provision of the Plan by the Committee
shall be final and conclusive.

         (c) Any and all decisions or  determinations  of the Committee shall be
made either (i) by a majority  vote of the members of the Committee at a meeting
or (ii)  without a meeting by the written  approval of a majority of the members
of the Committee.

         (d) Subject to the express provisions of this Plan, the Committee shall
have the authority, in its sole and absolute discretion (i) to adopt, amend, and
rescind  administrative and interpretive rules and regulations  relating to this
Plan or any Option; (ii) to construe the terms of this Plan or any Option; (iii)
as  provided  in  Subsection  11(a),  upon  certain  events to make  appropriate
adjustments  to the exercise price and number of Shares subject to this Plan and
Option;  and (iv) to make all other  determinations  and  perform all other acts
necessary or advisable for administering this Plan,  including the delegation of
such ministerial acts and  responsibilities  as the Committee deems appropriate.
The  Committee  may correct any defect or supply any omission or  reconcile  any
inconsistency  in this Plan or any  Option in the  manner  and to the  extent it
shall deem expedient to carry it into effect, and it shall be the sole and final
judge of such  expediency.  The Committee shall have full discretion to make all
determinations  on the matters  referred to in this Subsection  16(d),  and such
determinations shall be final, binding and conclusive.

         Section  17.  Government  Regulations.   This  Plan,  Options  and  the
obligations of the Company to sell and deliver  Shares under any Options,  shall
be subject to all applicable laws, rules and regulations,  and to such approvals
by  any  governmental  agencies  or  national  securities  exchanges  as  may be
required.

         Section 18.       Miscellaneous.

         (a) The  proceeds  received  by the  Company  from the  sale of  Shares
pursuant to an Option shall be used for general corporate purposes.

          (b)  The  grant  of an  Option  shall  be in  addition  to  any  other
compensation  paid to the Optionee or other stock option plans of the Company or
other  benefits  with  respect to  Optionee's  position  with the Company or its
Subsidiaries.  The grant of an Option  shall not confer  upon the  Optionee  the
right to continue as an Employee or Consultant, or interfere in any way with the
rights  of the  Company  to  terminate  his  or her  status  as an  Employee  or
Consultant.

         (c) Neither  the  members of the Board nor any member of the  Committee
shall be liable for any act,  omission,  or determination  taken or made in good
faith with respect to this Plan or any Option,  and members of the Board and the
Committee  shall,  in  addition  to all  other  rights  of  indemnification  and
reimbursement,  be entitled to indemnification  and reimbursement by the Company
in respect of any claim, loss,  damage, or expense  (including  attorneys' fees,
the  costs of  settling  any suit,  provided  such  settlement  is  approved  by
independent  legal  counsel  selected  by  the  Company,  and  amounts  paid  in
satisfaction  of a judgment,  except a judgment based on a finding of bad faith)
arising from such claim,  loss,  damage, or expense to the full extent permitted
by law and under any  directors'  and officers'  liability or similar  insurance
coverage that may from time to time be in effect.

         (d) Any issuance or transfer of Shares to an Optionee,  or to his legal
representative, heir, legatee, or distributee, in accordance with the provisions
of this Plan or the applicable Option,  shall, to the extent thereof, be in full
satisfaction  of all claims of such persons  under the Plan.  The  Committee may
require any Optionee,  legal  representative,  heir, legatee or distributee as a
condition  precedent  to such  payment or issuance  or  transfer  of Shares,  to
execute a release and receipt for such payment or issuance or transfer of Shares
in such form as it shall determine.

         (e) Neither the Committee nor the Company  guarantees  Shares from loss
or depreciation.

         (f)  All  expenses  incident  to the  administration,  termination,  or
protection of this Plan or any Option,  including, but not limited to, legal and
accounting fees, shall be paid by the Company;  provided,  however,  the Company
may recover any and all damages,  fees,  expenses  and costs  arising out of any
actions  taken by the  Company  to  enforce  its  rights  under this Plan or any
Option.

         (g) Records of the Company shall be conclusive  for all purposes  under
this Plan or any Option, unless determined by the Committee to be incorrect.

         (h) The Company shall, upon request or as may be specifically  required
under  this Plan or any  Option,  furnish  or cause to be  furnished  all of the
information or  documentation  that is necessary or required by the Committee to
perform its duties and functions under this Plan or any Option.

         (i) The  Company  assumes no  liability  to any  Optionee  or his legal
representatives,  heirs,  legatees or distributees for any act of, or failure to
act on the part of, the Committee.

         (j) Any action  required  of the Company or the  Committee  relating to
this Plan or any Option shall be by resolution of its Board, the Committee or by
a person authorized to act by resolution of the Board or the Committee.

         (k) If any  provision  of this Plan or any Option is held to be illegal
or invalid for any reason,  the  illegality or  invalidity  shall not affect the
remaining  provisions of this Plan or any Option,  but such  provision  shall be
fully severable,  and the Plan or Option, as applicable,  shall be construed and
enforced as if the illegal or invalid  provision  had never been included in the
Plan or Option, as applicable.

         (l) Whenever any notice is required or permitted  under this Plan, such
notice must be in writing and  personally  delivered or sent by mail or delivery
by a nationally  recognized courier service. Any notice required or permitted to
be  delivered  under this Option  shall be deemed to be delivered on the date on
which it is personally  delivered,  or, if mailed,  whether actually received or
not, on the third  Business Day after it is deposited in the United States mail,
certified  or  registered,  postage  prepaid,  addressed to the person who is to
receive it at the address that such person has  previously  specified by written
notice  delivered in accordance  with this  Subsection  18(l) or, if by courier,
seventy-two  (72)  hours  after  it is  sent,  addressed  as  described  in this
Subsection  18(l). The Company or the Optionee may change,  at any time and from
time to time,  by written  notice to the other,  the  address  that it or he had
previously  specified for receiving  notices.  Until changed in accordance  with
this Option,  the Company and the Optionee  shall specify as its and his address
for  receiving  notices the address set forth in this Option  pertaining  to the
Shares to which such notice relates.

         (m) Any  person  entitled  to notice  under  this  Plan may waive  such
notice.

         (n)  This  Plan  shall  be  binding  upon  the   Optionee,   his  legal
representatives,   heirs,  legatees  and  distributes,  upon  the  Company,  its
successors, and assigns, and upon the Board, the Committee and its successors.

         (o) The titles and headings of Sections are included for convenience of
reference  only and are not to be  considered  in  construction  of this  Plan's
provisions.

         (p) All questions  arising with respect to the  provisions of this Plan
shall be  determined by  application  of the internal  laws,  and not the law of
conflicts,  of the State of Delaware.  The obligation of the Company to sell and
deliver Shares under this Plan is subject to applicable laws and to the approval
of any  governmental  authority  required in connection with the  authorization,
issuance, sale, or delivery of such Shares.

         (q) Words  used in the  masculine  shall  apply to the  feminine  where
applicable,  and wherever the context of this Option dictates,  the plural shall
be read as the singular and the singular as the plural.

         Section 19.  Amendment and  Discontinuation  of the Plan. The Committee
may from  time to time  amend,  suspend  or  terminate  the Plan or any  Option;
provided,  however,  that,  except to the extent provided in Section 11, no such
amendment may, without approval by the shareholders of the Company, (a) increase
the number of Shares  reserved  for  Options  or change  the class of  employees
eligible to receive  Options,  (b) permit the  granting  of Options  that expire
beyond the maximum  10-year period  described in Subsection  7(b), or (c) extend
the  termination  date of the Plan as set forth in  Section  20;  and  provided,
further,  that,  except to the extent  provided  in Section 8, no  amendment  or
suspension  of  the  Plan  or any  Option  issued  hereunder  shall,  except  as
specifically permitted in any Option, substantially impair any Option previously
granted to any Optionee without the consent of such Optionee.

         Section 20. Effective Date and Termination  Date. The effective date of
the Plan is the date set forth below,  on which the date the Board  adopted this
Plan; provided,  however, if the Plan is not approved by the shareholders of the
Company  within twelve (12) months after the effective date then, in such event,
the Plan and all  Options  granted  pursuant to the Plan shall be null and void.
The Plan shall terminate on the tenth anniversary of the effective date.

         Adopted by the Board:                            July 11, 2001
         Effective date:                                  July 11, 2001


         Executed  to  evidence  the  2001   Employee   Stock  Option  Plan  for
Renaissance Acceptance Group, Inc. adopted by the Board on July 11, 2001.


                       Renaissance Acceptance Group, Inc.

                       By: /s/ Paul W. Fagan
                          ----------------------------------
                         Name:    Paul W. Fagan
                         Title: Chief Executive Officer