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                       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 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
1,577,500  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.
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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 (option?) 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.
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     (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.
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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
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     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 and May
11, 2000.

12.  NEW YORK STATE LAW

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