<PAGE>  1
                                                                  EXHIBIT 10.1
                            COGNITRONICS CORPORATION
                       1990 STOCK OPTION PLAN, AS AMENDED
1.   Purpose

     This  incentive  stock  option  plan  (the  "Plan")  is intended  to
provide incentives to executives and other key employees of Cognitronics
Corporation (the "Company")  and  its Subsidiaries  by  providing  them
with  opportunities  for  stock ownership  under the Plan. "Subsidiary"
means any corporation  in which the Company or another Subsidiary or both
owns 50% or more of  the combined voting power of all classes of stock.
 .
2.   Administration

     The Plan shall be administered by a committee of not less than three
directors of the Company (the "Committee")selected  by,  and  serving  at the
pleasure of, its Board of Directors (the  "Board").  A director may not serve
on the Committee unless he is "disinterested" for purposes of Rule 16b-3 under
the Securities Exchange Act of 1934, (or any successor rule thereto).
     The Committee shall have authority, subject to the terms of the Plan, to
determine the persons eligible for options and  those to whom options shall be
granted, the number of shares to  be covered by each option, the time or times
at which options shall be granted, and the terms and provisions of the
instruments by  which options shall be evidenced, and to interpret the  Plan and
make all determinations necessary or advisable for its administration.  The
Committee may consult with legal counsel, who may be counsel to the Company,
and shall not incur any liability for any action taken in good faith in reliance
upon the advice of counsel.  The Board reserves to itself the right to exercise
any authority granted to the Committee hereunder.

3.   Eligibility

     Full-time employees, including officers, of the Company or any Subsidiary
or both, shall be eligible to participate in the Plan. A member of the Committee
shall not be eligible, while a member, to receive an option under the Plan, but
may exercise any options previously granted to him.

4.   Stock

     The stock as to which options may be granted shall be the Company's common
stock, par value $.20 per share ("Common Stock"). When options are exercised the
Company may either issue unissued Common Stock or transfer issued Common Stock
held in its treasury. The total number of shares of Common Stock which may be
sold to employees under the Plan pursuant to options shall not exceed 1,327,500
shares. If an option expires, or is otherwise terminated prior to its exercise,
the Common Stock covered by such option immediately prior to such expiration or
other termination shall continue to be available under the Plan.

5.   Granting of Options

     The "Date of Grant" of an option under the Plan shall be the date on which
the option is awarded by the Committee. The grant of any option to any employee
shall neither entitle such employee to, nor disqualify him from, participation
in any other grant of options.



6.   Terms and Conditions of Options

     Options shall be evidenced by instruments in form approved by the
<PAGE>  2
Committee.  Such instruments shall conform to the following terms and
conditions:

     (a)   Option  price.   The option price per share of Common Stock shall
      be the Fair Market Value of a share of Common Stock  on the Date of Grant.
      "Fair Market Value"  shall be the closing price of  the Common Stock
      recorded on the American  Stock Exchange on the Date of Grant or the last
      trading day prior thereto.

     (b)   Term and exercise of options.  Each option shall expire no later than
      the tenth anniversary of its Date of Grant and shall become exercisable in
      three substantially equal annual installments commencing on the date six
      months after the Date of Grant, provided, however, that the Committee
      may include in any option instrument, initially or by amendment at any
      time, a provision making any installment or  installments exercisable at
      such earlier date, or upon the occurrence of such earlier event, as may
      be specified by such provision, if the Committee deems such provision to
      be in  the interests of the Company or necessary to realize the reasonable
      expectation of the optionee, but in no event shall any option be
      exercisable sooner than six months  from the  date  on which such option
      is granted, except when the retirement or death of the optionee occurs
      within such six-month period.   After becoming exercisable, each
      installment shall remain exercisable until expiration or  termination of
      the option.  An option may be exercised from time to time, in whole or
      part, up to the total number  of shares with respect to which it is then
      exercisable. Payment of  the  purchase price will be made in such manner
      as the Committee may provide in the option, which may include cash
      (including cash equivalents), payroll deductions, any  other manner
      permitted by law as determined by the Committee or any combination of
      the foregoing.

     (c)  Termination of employment.  If an optionee ceases, other than by
      reason of death or retirement, to be employed by the Company or a
      Subsidiary, all options granted to him and exercisable  on the date
      of his termination of employment shall terminate on the earlier of such
      options' expiration or three months after the day his employment ends or
      as otherwise determined by the Committee.  Any installment not exercisable
      on the date of such termination shall lapse and be thenceforth
      unexercisable.  Whether authorized leave of absence or absence in military
      or governmental service  may constitute employment for the purposes of the
      Plan shall be conclusively determined by the Committee.


     (d)   Retirement of optionee.  If an optionee retires, all options held by
      him on the date of his retirement shall become exercisable on the date of
      his retirement and  shall terminate on the earlier of such option's
      expiration or the first anniversary of the day of his retirement.

     (e)   Death of optionee.  If an optionee dies, his option may be exercised,
      to the extent of the number of shares with respect to which he could have
      exercised it on the date of his death, by his estate, personal
      representative or beneficiary who acquires the option by will or by the
      laws of descent and distribution, at any time prior to the earlier of such
      option's expiration or the first anniversary of the optionee's death. On
      the earlier of such dates, the option shall terminate.
     (f)   Assignability.  No option shall be assignable or transferable by the
      optionee except by will or by laws of descent and distribution, and during
      the lifetime of the optionee the option shall be exercisable only by him.
      At the request of an optionee, shares of Common Stock purchased on
      exercise of an option may be issued or transferred in the name of the
<PAGE>  3
      optionee and another person jointly with the right of survivorship.

     (g)   Other provisions.  Instruments evidencing options may contain such
      other provisions, not inconsistent with the Plan, as the Committee deems
      advisable, including a requirement  that an optionee represent to  the
      Company in writing, when an option is granted, or when he receives shares
      on its exercise, that he is accepting such option, or receiving such
      shares (unless they are then covered by a Securities Act of 1933
      registration statement), for his own account for investment only.  All
      certificates representing shares issued under the Plan may bear a legend
      deemed appropriate by the Committee to confirm an exemption from the
      registration requirements of the Securities Act of 1933.

7.   Capital Adjustments

     The number and price of shares of Common Stock covered by each option, the
total number of shares that may be sold under the  Plan, and the maximum number
of shares that may be sold, issued or transferred to an employee, shall be
proportionately adjusted to reflect, as deemed equitable and appropriate by the
Committee, any stock dividend, stock split or share combination of the Common
Stock or recapitalization of the Company.  To the extent deemed equitable and
appropriate by the Committee, subject any required action by stockholders, in
any merger, consolidation, reorganization, liquidation or dissolution, any
option granted under the Plan shall pertain to the securities and other property
to which a holder of the number of shares of Common Stock covered by the option
would have been  entitled  to receive in connection with such event.

8.   Incentive Stock Options

     The aggregate Fair Market Value (determined as of the time the option is
granted) of the Common Stock with respect to which incentive stock options, as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, are
exercisable for the first time by an individual in any calendar year (under the
Plan or any other plan of the Company or any of its parent or subsidiary
corporations (as such terms are defined in Section 424(e) and (f), respectively,
of the Internal Revenue Code pursuant to which such incentive stock options may
be granted) shall not exceed $100,000.

9.   Term; Amendment of Plan

     The Board may discontinue the Plan at any time and may amend it from time
to time.  No amendment or discontinuation of the Plan shall adversely affect any
award previously granted without the employee's written consent.  Amendments may
be made without stockholder approval except as required to satisfy  Rule 16b-3
under the Securities Exchange Act of 1934 (or any successor rule) or other
regulatory requirements.

10.  Effective Date

     The Plan is in accordance with a Resolution of Stockholders duly approved
at an Annual Meeting held on June 21, 1990 and became effective on June 21,
1990.  It was amended by a Resolution of Stockholders and by the Board on
July 12, 1994 and further amended by a Resolution of Stockholders and by the
Board on May 9, 1996 and by Resolutions of Stockholders on May 14, 1998 and
May 13, 1999.

11.  New York State Law

     The Terms of the Plan shall be governed by the laws of the State of New
<PAGE>  4
York.

12.  Change of Control

     Notwithstanding the provisions of Section 6(b) hereof, in the event of a
Change in Control, as hereinafter defined, all options held by an optionee shall
become exercisable on the date of the Change in Control.

"Change in Control" means an event in which:

     (a)   the stockholders of the Company approve (i) any consolidation or
     merger of the Company or any of its subsidiaries where the stockholders
     of the Company, immediately prior to the consolidation or merger, would
     not, immediately after the consolidation or merger, beneficially own,
     directly or indirectly, shares representing in the aggregate more than 50%
     of all votes to which all stockholders of the corporation issuing cash or
     securities in the consolidation or merger (or of its ultimate parent
     corporation, if any) would be entitled under ordinary circumstances to vote
     in an election of directors or where the members of the Board, immediately
     prior to the consolidation or merger, would not, immediately after the
     consolidation or merger, constitute a majority of the Board of Directors of
     the corporation issuing cash or securities in the consolidation or merger
     (or of its ultimate parent corporation, if any), (ii) any sale, lease,
     exchange or other transfer (in one transaction or a series of transactions
     contemplated or arranged by any person as a single plan) of all or
     substantially all of the assets of the Company or (iii) any plan or
     proposal for the liquidation or dissolution of the Company;

     (b)   persons who, as of the effective date hereof, constitute the entire
     Board (as of the date hereof the "Incumbent Directors") cease for any
     reason to constitute at least a majority of the Board, provided, however,
     that any person becoming a director subsequent to the date hereof whose
     election, or nomination for election by the Company's shareholders, is
     approved by a vote of at least a majority of the then Incumbent Directors
     (other than an election or nomination of a person whose assumption of
     office is the result of an actual or threatened election contest relating
     to the election of directors of the Company, as such terms are used in Rule
     14a-11 under the Securities Exchange Act of 1934, as amended from time to
     time (the "Exchange Act")), shall be considered an Incumbent Director; or

     (c)   any "person", as such term is used in Sections 13(d) and 14(d) of the
     Exchange Act (other than the Company, any of its subsidiaries, any employee
     benefit plan of the Company or any of its subsidiaries or any entity
     organized, appointed or established by the Company for or pursuant to the
     terms of such plan), together with all "affiliates" and "associates" (as
     such terms are defined in Rule 12b-2 under the Exchange Act) of such
     person, becomes the "beneficial  owner" or "beneficial owners" (as defined
     in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
     of securities of the Company representing in the aggregate 20% or more of
     either (i) the then outstanding shares of Common Stock or (ii) the combined
     voting power of all then outstanding securities of the Company having the
     right under ordinary circumstances to vote in an election of directors to
     the Board ("Voting Securities") (in either such case other than as a result
     of acquisitions of such securities directly from the Company).

     Notwithstanding the foregoing, a "Change in Control" will not have occurred
for purposes of clause (c) solely as the result of an acquisition of securities
by the Company which,  by reducing the number of shares of Common Stock or other
Voting Securities outstanding, increases (i) the proportionate number of shares
<PAGE>  5
of Common Stock beneficially owned by any person to 20% or more of the shares of
Common Stock then outstanding or (ii) the proportionate voting power represented
by the Voting Securities beneficially owned by any person to 20% or more of the
combined voting power of all then outstanding Voting Securities; provided,
however, that if any person referred to in clause (i) or (ii) of this sentence
thereafter becomes the beneficial owner of any additional shares of Common Stock
or other Voting Securities (other than pursuant to a stock split, stock dividend
or similar transaction), then a "Change in Control" will have occurred for
purposes of clause (c).