Exhibit 10.1

                           THE DEWOLFE COMPANIES, INC.
                             1992 STOCK OPTION PLAN


         1. Statement of Purpose. The purpose of this Stock Option Plan (the
"Plan") is to benefit THE DEWOLFE COMPANIES, INC. (the "Company") through the
maintenance and development of its businesses by offering certain present and
future key individuals a favorable opportunity to become holders of stock in the
Company over a period of years, thereby giving them a permanent stake in the
growth and prosperity of the Company and encouraging the continuance of their
involvement with the Company and/or its subsidiaries.

         2. Administration. The Plan shall be administered by the Stock Option
Committee (the "Committee"), consisting of not less than two Non-Employee
Directors of the Company (within the meaning of the rules and regulations
promulgated under Section 16(b) of the Securities Exchange Act of 1934)
appointed by the Board of Directors. If no Committee shall be appointed, this
Plan shall be administered by the Board of Directors, which Board shall be
deemed the Committee for purposes of this Plan. The Committee shall have full
and plenary authority to interpret the terms and provisions of the Plan.

         3. Eligibility. Options shall be granted only to key employees of the
Company and its subsidiaries, (including officers, and including directors of
the Company and its subsidiaries who are also employees) and consultants,
(including sales associates, financial services officers and managers) and
advisors of the Company and its subsidiaries (where bona fide services were
rendered and such services were not in connection with the offer and sale of
securities in a capital raising transaction) but excluding the Directors of the
Company who are not employees of the Company, selected initially and from time
to time thereafter by the Committee on the basis of their importance to the
business of the Company or its subsidiaries.

         4. Granting of Options. The Committee may grant options under which a
total of not in excess of 600,000 shares of the $.01 par value Common Stock of
the Company ("Common Stock") may be purchased from the Company, subject to
adjustment as provided in Section 12 hereof. The Committee may, in its
discretion grant under the Plan either non-qualified stock options or incentive
stock options as defined in Section 422 of the Internal Revenue Code of 1986
(the "Code"), provided, however, that incentive stock options may only be
granted to employees of the Company or its subsidiaries. A maximum of 300,000
shares (subject to adjustment as provided in Section 12 hereof) may be subject
to options granted to Directors of the Company and/or its subsidiaries who also
serve as employees. The

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grant of a non-qualified stock option shall be evidenced by a written
Non-Qualified Stock Option Agreement, executed by the Company and the holder of
a non-qualified stock option, stating the number of shares of Common Stock
subject to such non-qualified stock option evidenced thereby and in such form as
the Committee may from time to time determine. The grant of an incentive stock
option shall be evidenced by a written Incentive Stock Option Agreement,
executed by the Company and the holder of the incentive stock option, stating
the number of shares of Common Stock subject to such incentive stock option
evidenced thereby and in such form as the Committee may from time to time
determine.

         In the event that an option expires or is terminated or cancelled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a cancelled option). Shares subject to
options may be made available from unissued or reacquired shares of Common
Stock.

         Nothing contained in the Plan or in any option granted pursuant thereto
shall confer upon any optionee any right to be continued in the employment of
the Company or any subsidiary of the Company, or interfere in any way with the
right of the Company or its subsidiaries to terminate an employee's employment
at any time, or interfere in any way with the right of the Company or its
subsidiaries to terminate any consulting or other compensation arrangement
between the Company or any subsidiary of the Company, and any consultant, sales
associate or advisor of the Company or such subsidiary.

         5. Option Price. The option price shall be determined by the Committee
and, subject to the provisions of Section 13 hereof, shall be not less than the
fair market value, at the time the option is granted, of the shares of Common
Stock subject to the option. If one or more incentive stock options are granted
to an employee who, at the time of grant, owns more than ten percent (10%) of
the total voting power of all classes of stock of the Company (a "10% Owner"),
the option price under such incentive stock option shall be not less than 110%
of said fair market value. Such fair market value shall be deemed to be the mean
of the bid and asked prices of the Common Stock at the close of the trading day
next preceding the date of the grant of the option except that if the Common
Stock is then listed on any national exchange, fair market value shall be the
mean between the high and low sales price on the date next preceding the grant
of the option. If shares of the Common Stock shall not have been traded on any
national exchange or interdealer quotation system for more than 10 days
immediately preceding the date of grant of such option or if deemed appropriate
by the Committee for any other reason, the fair market value of shares of Common
Stock shall be determined by the Committee in such other manner as it may deem
appropriate. In no event shall the fair market value of any share of Common
Stock be less than its par value.

         6. Duration of Options, Increments, and Extensions. Subject to the
provisions of Section 8 hereof, each option shall be for a term of not less than
five

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nor more than ten years, provided, however, that incentive stock options granted
to employees who, at the time of the grant, are 10% Owners shall be for a term
of not more than five years. Each option shall become exercisable with respect
to 25% of the total number of shares subject to the option twelve months after
the date of its grant and, with respect to each additional 25%, at the end of
each twelve-month period thereafter during the succeeding three years.
Notwithstanding the foregoing, the Committee may, in its discretion (i)
specifically provide at the date of grant of another time or times of exercise;
(ii) accelerate the exercisability of such option subject to such terms as the
Committee deems necessary and appropriate to effectuate the purpose of the Plan,
including, without limitation, a requirement that the optionee grant to the
Company an option to repurchase all or a portion of the number of shares
acquired upon exercise of the accelerated option for their fair market value on
the date of grant; or (iii) at any time prior to the expiration or termination
of any non-qualified stock option previously granted, extend the term of any
such option (including such non-qualified stock options held by officers or
directors) for such period as the Committee in its discretion shall determine.
In no event, however, shall the aggregate option period with respect to any
option, including the original term of the option and any extensions thereof,
exceed ten years. Subject to the foregoing, all or any part of the shares to
which the right to purchase has accrued may be purchased at the time of such
accrual or at any time or times thereafter during the option period.

         7. Exercise of Option. An option may be exercised by giving written
notice to the Company, attention of the Clerk, specifying the number of shares
to be purchased, accompanied by the full purchase price for the shares to be
purchased either in cash, by check, or, if so approved by the Committee, by a
promissory note in a form specified by the Committee and payable to the Company
no later than 15 business days after the date of exercise of the option or, if
so approved by the Committee, by shares of the Common Stock of the Company, or
by a combination of these methods of payment. For this purpose, the per share
value of the Common Stock of the Company shall be the fair market value on the
date of exercise. The right to pay the purchase price of shares by delivery of a
promissory note shall not be available to any optionee who is a person described
in Section 16(a) of the Securities Exchange Act of 1934. Any employee holding
two or more options that are partially or wholly exercisable at the same time
may exercise said options (to the extent they are then exercisable) in any order
the employee chooses, regardless of the order in which said options were
granted.

         At the time of exercise of any option, the Company may, if it shall
determine it necessary or desirable for any reason, require the optionee (or his
heirs, legatees, or legal representative, as the case may be) as a condition
upon the exercise thereof to deliver to the Company a written representation of
present intention to purchase the shares for investment and not for
distribution. In the event such representation is required to be delivered, an
appropriate legend may be placed upon each certificate delivered to the optionee
upon his exercise of part or all of the

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option and a stop transfer order may be placed with the transfer agent. Each
option shall also be subject to the requirement that, if at any time the Company
determines, in its discretion, that the listing, registration or qualification
of the shares subject to the option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of or in connection with, the
issue or purchase of shares thereunder, the option may not be exercised in whole
or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.

         8. Termination of Relationship - Exercise Thereafter. In the event the
relationship between the Company and a director, officer, other employee,
consultant, sales associate or advisor who is an optionee is terminated for any
reason other than death, permanent disability or retirement, such optionee's
option shall expire and all rights to purchase shares pursuant thereto shall
terminate immediately. Notwithstanding the foregoing, the Committee may, in its
discretion, specifically provide at the date of grant that, in the event of
termination for any reason other than death, permanent disability or retirement,
such option shall remain exercisable for such period following termination as
shall be determined by the Committee on the date of grant, provided, however,
that such period shall not extend beyond 90 days following the date of
termination. Temporary absences because of illness, vacation, approved leaves of
absence, and transfers among the Company and its subsidiaries, shall not be
considered to terminate the employment or consulting or sales relationship with
the optionee or to interrupt continuous employment.

         In the event of termination of said relationship because of death,
permanent disability (as that term is defined in Section 22(e)(3) of the Code,
as now in effect or as subsequently amended), or retirement (at age 65 or
earlier as may be permitted by the Company), the option may be exercised in
full, without regard to any installments established under Section 6 hereof, by
the optionee or, if he is not living, by his heirs, legatees, or legal
representative, as the case may be, during its specified term prior to three (3)
years after the date of death, permanent disability, or retirement, but in any
event not later than ten years after the date the option was granted.

         9. Withholding Taxes. Whenever the Company is required to issue or
transfer shares of Common Stock under the Plan, the Company shall have the right
to require the grantee to remit to the Company an amount sufficient to satisfy
any federal, state and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares. The Company may in
its discretion permit an optionee to deliver a promissory note in a form
specified by the Company and payable to the Company no later than 15 business
days after the date of exercise of the option in payment of any withholding tax
requirements of the Company with respect to such exercise. Alternatively, the
Company may, in its

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discretion, issue or transfer such shares of Common Stock net of the number of
shares sufficient to satisfy the withholding tax requirements. For withholding
tax purposes, the shares of Common Stock shall be valued on the date the
withholding obligation is incurred.

         10. Non-Transferability of Options. No option shall be transferable by
the optionee otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by Code, Title I of
the Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and each option shall be exercisable during an optionee's lifetime
only by the optionee.

         11. Limitation on Amounts of Incentive Stock Options Granted. The
aggregate fair market value (determined as of the date of grant) of stock for
which incentive stock options granted to an optionee under this Plan become
first exercisable shall not exceed One Hundred Thousand Dollars ($100,000)
during any calendar year.

         12. Adjustment. The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows: (a) in the event that the
outstanding shares of Common Stock of the Company is changed by any stock
dividend, stock split or combination of shares, the number of shares subject to
the Plan and to options granted thereunder shall be proportionately adjusted;
(b) in the event of any merger, consolidation or reorganization of the Company
with any other corporation or corporations, there shall be substituted, on an
equitable basis as determined by the Committee, for each share of Common Stock
then subject to the Plan, whether or not at the time subject to outstanding
options, the number and kind of shares of Stock or other securities to which the
holders of shares of Common Stock of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Committee shall provide for an equitable
adjustment in the number of shares of Common Stock then subject to the Plan,
whether or not then subject to outstanding options. In the event of any such
adjustment, the purchase price per share shall be proportionately adjusted.

         13. Termination and Amendment of Plan. This Plan shall terminate ten
years from the effective date of this Plan, and an option shall not be granted
under the Plan after that date. The Plan may at any time or from time to time be
terminated, modified, or amended by the affirmative vote of a majority in
interest of the voting stock of the Company. The Board of Directors may at any
time and from time to time modify or amend the Plan in respects as it shall deem
advisable to conform to any change in the law, or in any other respect, provided
that any amendment by the Board of Directors which would (a) materially increase
the benefits accruing to participants under the Plan, (b) increase the number of
securities which may be issued under then plan (other than an increase pursuant
to Section 12 hereof), or (c) materially modify the requirements as to
eligibility for

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participation in the plan must be approved by a majority vote of the
stockholders within twelve months before or after the effective date of such
increase or change. In no event shall any amendment of the Plan (i) change or
impair any options previously granted without the consent of the optionee, or
(ii) extend the term of the plan.

         14. Rule 16b-3. Anything contained in the Plan to the contrary
notwithstanding, any transaction involving a grant, award or other acquisition
from the Company under the Plan shall be subject to compliance with the
requirements of paragraph (d) of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, applicable to such grant, award or other
acquisition from the Company under the Plan, and any date, period or procedure
specified or referred to in the Plan with respect to any such grant, award or
other acquisition from the Company shall be adjusted, if necessary, so as to
give effect to this Section 14. Anything contained in the Plan to the contrary
notwithstanding, any transaction involving a disposition to the Company under
the Plan shall be subject to compliance with the requirements of paragraph (e)
of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended,
applicable to such disposition to the Company under the Plan, and any date,
period or procedure specified or referred to in the Plan with respect to any
such disposition to the Company under the Plan shall be adjusted, if necessary,
so as to give effect to this Section 14.

         15. Effective Date. This Plan as originally adopted, became effective
on May 21, 1992. The Plan was amended and restated by the Board of Directors on
September 9, 1994 and approved by the stockholders effective as of such date.
The Plan was amended by the Board of Directors as of November 1, 1996 to comport
with recent amendments to Rule 16(b)-3 promulgated under the Securities Exchange
Act of 1934, as amended.


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