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.
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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 a "non-employee
director" 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.  No employee shall be granted options with respect to more than 100,000
shares of Common Stock in any calender year, subject to adjustment pursuant
to Section 7.

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 1,847,500  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
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. Options shall become
    exercisable at such time or times and subject to such terms and
    conditions as shall be determined by the Committee.  The Committee may
    waive such exercise provisions or accelerate the exercisability of the
    option at any time.  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 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, merger,
consolidation, extraordinary dividend, spin-off, split-off or other change
in the capital structure of the Company.  Any such adjustment shall preserve
the aggregate value of outstanding options.

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.  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 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).


10.   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 applicable law or stock exchange requirements.

11.  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, May 13, 1999, May 11, 2000, May 19, 2001 and May 9, 2002.

12.      NEW YORK STATE LAW

    The Terms of the Plan shall be governed by the laws  of the State of New
York.