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                                                                    EXHIBIT 10.4


                         CBNY INVESTMENT SERVICES CORP.


                                STOCK OPTION PLAN


                                    ARTICLE I

                                     PURPOSE

     CBNY Investment Services Corp. (the "Company"), a New York corporation,
hereby adopts this CBNY Investment Services Corp. Stock Option Plan (the
"Plan"). The purpose of the Plan is to further the growth, development and
financial success of the Company by providing additional incentives to certain
key personnel who have been or will be given responsibility for the management
or administration of the Company's business affairs and other persons
performing significant services for the Company, and to enable the Company to
obtain and retain the services of key personnel considered essential to the
long range success of the Company by offering them an opportunity to become
stockholders in the Company pursuant to the exercise of Options, as defined
below. From and after the date that there is a public market for the capital
stock of the Company, the Company may determine that the Plan is intended, to
the extent applicable, to satisfy the requirements of Section 162(m) of the
Code, as defined below, and shall be interpreted in a manner consistent with
the requirements thereof.


                                   ARTICLE II

                                   DEFINITIONS

     Whenever used in the Plan, the words and phrases set forth below shall
have the following meanings unless the context clearly requires otherwise:

          (a) "Administrator" shall mean the Board of Directors or the Committee
     appointed by the Board of Directors to administer the Plan, as provided in
     Article III.

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

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (d) "Common Stock" shall mean the common stock of the Company, par
     value $1.00 per share.

          (e) "Fair Market Value" when used in connection with the value of
     shares of Common Stock shall mean, when a public market for the Common
     Stock exists, the average of the high and low reported sales prices of
     Common Stock on the exchange on which such Common Stock is traded (or such
     other market as shall constitute the principal trading market for the
     Common Stock) on the date for which Fair Market Value is being determined
     (or, if there is no such trading on such date, the last preceding date on
     which there was such trading). When no public market for the Common Stock
     exists, Fair Market Value shall be determined by the Board of Directors, in
     its discretion. The Board of Directors may engage an independent expert in
     the valuation of broker/dealer stocks to assist it in determining Fair
     Market Value.

          (f) "Incentive Stock Option" shall mean an option to purchase shares
     of Common Stock which is intended to qualify as an incentive stock option
     as defined in Section 422(b) of the Code and which is designated in the
     applicable Option Agreement as an Incentive Stock Option.

          (g) "Key Employee" shall mean any person, including an officer or
     other key employee, in the regular full-time employment of the Company who,
     in the opinion of the Committee, is or is expected to be primarily
     responsible for the management, growth or profitability of some part or all
     of the business of the Company.

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          (h) "Nonqualified Stock Option" shall mean an option to purchase
     shares of Common Stock which is not intended to qualify as an incentive
     stock option as defined in Section 422(b) of the Code and which is
     designated in the applicable Option Agreement as a Nonqualified Stock
     Option.

          (i) "Option" shall mean an Incentive Stock Option or a Nonqualified
     Stock Option.

          (j) "Optionee" shall mean any person who has the right to purchase
     Common Stock pursuant to an Option granted herein.

          (k) "Option Shares" shall mean shares of Common Stock purchased by the
    Optionee pursuant to an Option.


                                  ARTICLE III

                          ADMINISTRATION OF THE PLAN

     The Plan shall be administered by the Board of Directors or a Committee
appointed by the Board of Directors for such purpose (the "Administrator").
Members of the Committee shall serve at the pleasure of the Board of Directors.
The Committee appointed by the Board of Directors shall be comprised of at
least two "Non-Employee Directors," within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, for so long as such Rule or its
equivalent is then in effect and applicable with respect to the Plan. The
Administrator may adopt its own rules of procedure, and the action of a
majority of the Administrator, taken at a meeting or taken without a meeting by
a writing signed by all members of the Administrator, shall constitute action
by the Administrator. The Administrator shall have the power and authority to
administer, construe and interpret the Plan, to make rules for carrying it out
and to make changes in such rules. The determination of the Administrator shall
be conclusive on all persons affected thereby. The Administrator shall conduct
itself in accordance with the By-laws of the Company.

                                   ARTICLE IV

                              GRANTING OF OPTIONS

     4.1 Eligibility and Granting of Options. Any Key Employee shall be
eligible to be granted Options. The Administrator shall from time to time, in
its absolute discretion: (i) select from among Key Employees those to whom
Options shall be granted, (ii) determine the number of shares with respect to
which such Options are to be granted, (iii) determine the terms and conditions
of such Options consistent with the Plan, and (iv) establish such conditions as
to exercisability or the manner of exercise of such Options as it may deem
necessary, including but not limited to establishing a maximum number of
Options to which any Optionee shall be entitled and requiring Optionees to
enter into agreements regarding transferability of shares of Common Stock
issuable upon exercise of such Options.

     4.2 Limitation on Period of Grant. Any Option granted under this Plan
shall be granted within the earlier of ten (10) years of the date the Plan is
adopted by the Company or the date the Plan is approved by the stockholders of
the Company.

     4.3 Shares Subject to the Plan. The total number of shares of Common Stock
for which Options can be granted pursuant to the Plan shall equal 500,000
shares of Common Stock, subject to adjustment as provided in Article VIII
hereof. If any Option expires or is cancelled for any reason under the Plan
prior to exercise or realization by the Optionee, any Common Stock allocated in
connection therewith shall thereafter again be available for grant pursuant to
the Plan. From and after the date that the Plan is intended to comply with the
requirements of Section 162(m) of the Code, the aggregate number of shares of
Common Stock with respect to which Options may be granted to any individual
Optionee during any fiscal year shall not exceed 150,000.

                                   ARTICLE V

                               TERMS OF OPTIONS

     5.1 Option Agreement. Each Option shall be evidenced by a written
agreement ("Option Agreement") which shall be executed by the Optionee and an
authorized officer of the Company and



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which shall contain such terms and conditions as are specified in the Plan, and
such other terms and conditions as the Administrator shall determine,
consistent with the Plan.

     5.2 Exercise Price. The price of Common Stock purchased pursuant to an
Option granted under the Plan shall not be less than the Fair Market Value of
the Common Stock at the time such Option is granted.

     5.3 Expiration of Options. The Administrator shall provide, in the terms
of each individual Option Agreement, when such Option expires or becomes
unexercisable; provided, however, that in no event may an Option be exercised
more than ten (10) years after the date it was granted.

     5.4 Limitation on 10% Shareholders. Notwithstanding any other provisions
of the Plan to the contrary, if a Key Employee, at the time an Incentive Stock
Option is granted, owns more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, then the price per share
for Common Stock which may be acquired pursuant to any Incentive Stock Option
granted under the Plan shall equal 110 percent of the Fair Market Value of the
Common Stock at the time the Incentive Stock Option is granted. No such Option,
by its terms, may be exercisable more than five (5) years after the date the
Incentive Stock Option is granted.

     5.5 Aggregate Limitation. In no event shall Incentive Stock Options be
granted which provide that the aggregate Fair Market Value (determined as of
the time an Incentive Stock Option is granted) of the Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by a Key
Employee during any calendar year (under all incentive stock option plans of
the Company) exceed $100,000.


                                   ARTICLE VI

                              EXERCISE OF OPTIONS

     6.1 Manner of Exercise. Options shall become exercisable at such times and
in such installments (which may be cumulative) as the Administrator shall
provide in the terms of each individual Option Agreement; provided, however,
that the Administrator may, either at the time an Option is granted or
thereafter, on such terms and conditions as it may determine to be appropriate,
accelerate the time at which such Option or any portion thereof may be
exercised including, without limitation, by providing that such Option will
become exercisable upon the occurrence of a change in control of the Company.

     The Optionee shall exercise his Option by giving the Administrator written
notice of the exercise on the form prescribed by the Administrator. The notice
shall specify the number of shares to be exercised and shall be signed by the
Optionee; provided, however, that the Company may not issue fractional shares
and the Administrator may, in the Option Agreement, require any partial
exercise to be with respect to a specified minimum number of shares. In no
event may an Option be exercised after the expiration of its term.

     6.2 Payment for Stock and Withholding. At the time that the Optionee
exercises his right to purchase shares of Common Stock pursuant to the Option,
the Optionee must convey to the Administrator the full purchase price of the
Option Shares so exercised and full payment of any federal income or other tax
required to be withheld by the Company with respect to the shares for which
such Option or portion thereof is exercised. Payment of the full purchase price
plus any applicable withholding for taxes shall be made in cash or certified
bank check, up by such other methods as may be approved by the Administrator.

     6.3 Disability. Any Option issued under this Plan may provide that if,
while in the continuous employ of the Company, a Key Employee becomes
permanently and totally disabled, the Key Employee shall have the right to
exercise any Options granted to him under the Plan, which have become
exercisable as of the date of such employee's termination of employment until
the earlier of (i) one (1) year following the date the Key Employee's
employment with the Company is terminated because of his disability or (ii) the
date the Option would otherwise expire by its terms. For the purpose of this
Section 6.3, a Key Employee will be considered totally and permanently disabled
if he



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is considered totally and permanently disabled within the meaning of Section
22(e)(3) of the Code. Any Options which have not become exercisable as of the
date of termination shall automatically expire as of such date, unless
otherwise determined by the Administrator.

     6.4 Death. Any Option issued under this Plan may provide that in the event
a Key Employee dies after an Option has been granted to him by the
Administrator, but prior to the Key Employee's exercise of such Option, the
Option, to the extent exercisable on the date of death, shall remain
exercisable for one (1) year after the death of the Key Employee and may be
exercised by the personal representative of the deceased Key Employee's estate
or by the person or persons to whom his rights under the Option have passed
either by will or by the laws of descent and distribution. The Option will be
exercisable in the same manner and subject to the same conditions which would
have applied if the Key Employee had exercised the Option on the date before he
died. Any Options which have not become exercisable as of the date of death
shall automatically expire as of such date, unless otherwise determined by the
Administrator.

     6.5 Termination of Employment. Any Option issued under this Plan may
provide that in the event that a Key Employee's employment with the Company
terminates for any reason other than death or disability, any Option granted to
the Key Employee under the Plan, to the extent exercisable on the date of
termination, shall remain exercisable for ninety (90) days after the date of
such termination of employment; provided, that no Option shall be exercisable
after the expiration of its term. Any Options which have not become exercisable
as of the date of termination shall automatically expire as of such date,
unless otherwise determined by the Administrator.


                                  ARTICLE VII

                          LIMITATIONS AND CONDITIONS

     7.1 Compliance With Applicable Law. Option Shares shall not be issued with
respect to an Option granted under the Plan unless, in the opinion of the
Company, the exercise of the Option and the issuance and delivery of the Option
Shares pursuant to the provisions of the Option and the Plan shall comply with
all relevant provisions of law, including, without being limited to, the
Securities Act of 1933, as amended (the "Securities Act"), the Securities
Exchange Act of 1934, as amended, any rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Company
stock may then be listed. The Administrator may request the Optionee to provide
any representations and documents, or to take any additional actions,
including, without limitation, placing legends on share certificates and
issuing stop-transfer orders, the Administrator reasonably deems necessary or
advisable to effect compliance with any applicable laws. The exercise of any
Option pursuant to Article VI of the Plan shall be subject to approval of
counsel for the Company with respect to its compliance with all applicable
federal and state laws.

     7.2 Transfer Restrictions. No Option or interest or right therein shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means, whether such disposition be
voluntary or involuntary or by operation of law or by judgment, levy,
attachment, garnishment or any other legal or equitable proceeding (including
bankruptcy), and any attempted disposition thereof shall be null and void and
of no effect; provided, however, that nothing in this Section 7.2 shall prevent
transfers by will or by the laws of descent and distribution.

     7.3 No Contract of Employment. Nothing in the Plan or in any Option
granted pursuant to the Plan shall confer upon any Key Employee any right to
continue in the employ of the Company or interfere in any way with the right of
the Company to terminate the Key Employee's employment at any time.

     7.4 Notice of Disposition. As a condition to the execution of any
Incentive Stock Option, the Optionee shall enter into an agreement with the
Company under which the Optionee shall be obligated to notify the Company in
writing, within thirty days, of any disposition (whether by sale, exchange,
gift or otherwise) of shares of Common Stock acquired by the Optionee pursuant
to the exercise of an Incentive Stock Option within two years from the date of
the granting of such Option or within one year of the transfer of such shares
to the Optionee.



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     7.5 Persons Eligible to Exercise. All Options issued under the Plan shall
provide that during the lifetime of the Optionee, only the Optionee or such
Optionee's guardian may exercise an Option granted to such Optionee, or any
portion thereof.

     7.6 Shareholder Rights. Until such time as the transfer of ownership to
the Optionee of Option Shares has been completed and stock certificates have
been issued, the Optionee shall not be, nor have any of the rights or
privileges of, a stockholder of the Company.

     7.7 Notice to Optionee. Upon the exercise of any Incentive Stock Option,
the Company shall provide the Key Employee with the notice required under
Section 6039(a) of the Code.


                                  ARTICLE VIII

                               STOCK ADJUSTMENTS

     In the event of any consolidation, stock or non-cash dividend, split-up,
spin-off, combination or exchange of shares or recapitalization or change in
capitalization of the Company, the Administrator may make such appropriate and
equitable adjustments in (i) the aggregate number of shares which may be issued
pursuant to Section 4.3 hereof, (ii) the kind, number and/or option price of
shares subject to Options under the Plan and (iii) the number and/or kind of
shares or other consideration as to which all outstanding Options, or portions
thereof then unvested or unexercised, shall be exercisable. The determination
by the Administrator as to the terms of any of the foregoing adjustments shall
be conclusive and binding.

     In the event of any such change in the Common Stock, the remaining number
of shares of Common Stock for which Options may be granted under the Plan shall
be equal to the number and class of Common Stock which a person, to whom an
Option for all remaining available shares of Common Stock had been granted on
the date preceding such change, would be entitled to receive.

     Unless otherwise determined by the Administrator, a liquidation or
dissolution of the Company, or a merger, sale or consolidation in which the
Company is not the surviving or resulting corporation, shall cause all Options,
to the extent not previously exercised, to terminate as of the effective date
of such event or transaction, unless a new option is substituted for the Option
or unless the resulting or surviving corporation, its absolute discretion,
shall assume the Option; provided, however, that in such event the
Administrator shall provide each Optionee with not less than ten (10) days
prior notice of such termination.

     Nothing contained in this Article VIII shall require the issuance of any
fractional shares.


                                   ARTICLE IX

                                 MISCELLANEOUS

     9.1 Amendment, Suspension and Termination. It is the intention of the
Company to continue the Plan for a period of ten (10) years following the
Effective Date; however, the Company reserves the right, by action of its Board
of Directors, to change, amend, suspend, modify or discontinue the Plan at any
time or from time to time. Notwithstanding the preceding provision, no action
of the Committee or the Board of Directors may, without approval of a majority
interest of the Company's stockholders given within twelve (12) months before
or after the action by the Board of Directors or the Committee, except as
provided in Article VIII, (i) increase the number of shares of Common Stock as
to which Options may be granted, (ii) change the number of shares which may be
granted to an Optionee pursuant to an Option or (iii) decrease the option price
of an Option. Except as expressly permitted by the terms of the Plan, no
amendment, change, modification or termination shall have the effect of
changing, modifying, amending or terminating in any way any Option which has
been granted under the Plan prior to the effective date of the change,
amendment, modification or termination of the Plan without the prior written
consent of the Optionee.

     9.2 Governing Law. The Plan shall be governed by the laws of the State of
New York, without regard to its conflict of law provisions. It is the intention
of the Company that the Plan shall comply



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with the provisions of Section 422 of the Code and any other applicable federal
and state laws, and that the Plan shall be interpreted consistently with that
end.

     9.3 Effective Date. The Plan shall be effective as of the date the Plan is
approved by the stockholders of the Company. All Options which have been or may
be granted under the Plan prior to such approval shall be conditioned upon, and
may not be exercisable until after, such approval is obtained.

     9.4 Titles Not Controlling. The titles to Articles and the headings of
Sections in the Plan are placed herein for convenience of reference only and in
the case of any conflict, the text of this instrument rather than such titles
or headings shall control.

     IN WITNESS WHEREOF, CBNY Investment Services Corp. has caused its duly
authorized officer to execute this Plan and to affix the corporate seal hereto
this 12th day of June, 2001.


                                        CBNY INVESTMENT SERVICES CORP.


                                        By: /s/ Jose Aparecido Paulucci
                                            -------------------------------
                                        Jose A. Paulucci, President


Attest:


/s/ David J. Minder
-------------------------------
David J. Minder, Secretary





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