Exhibit
10.49


EPOCH
HOLDING CORPORATION


NONQUALIFIED
STOCK OPTION AGREEMENT




FOR




<EMPLOYEENAME>




This STOCK
OPTION AGREEMENT (the “Agreement”)
is made and entered into
effective as of <Grant Date>,
by and between Epoch Holding Corporation, a Delaware corporation (the
"Company"),
and <EMPLOYEENAME>
(the "Optionee").





RECITALS





The Compensation Committee of the Board
of Directors of the Company (the “Committee”) has determined it
is in the best interests of the Company to recognize the Optionee’s performance
and to provide incentive to the Optionee to remain with the Company by making
this grant of Options in accordance with the terms of this Agreement;
and





The Option is granted pursuant to the
2004 Omnibus Long-Term Incentive Compensation Plan (the “Plan”), as may be amended from
time to time, which is incorporated herein for all purposes.  The
Optionee hereby acknowledges receipt of a copy of the Plan.  Unless
otherwise provided herein, terms used herein that are defined in the Plan and
not defined herein shall have the meanings attributable thereto in the
Plan.





NOW, THEREFORE, for and in
consideration of the mutual promises, covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:




1.           Grant of
Option.  Subject to the terms and conditions contained herein
and in the Plan, the Company hereby grants, as of <Grant Date> (the “Date of Grant”), the Optionee,
the right, privilege and option (the "Option") to purchase <# of
shares> shares of common stock, par value $.01 per share, of the Company (the
“Common Stock”) at the
exercise price of <the $ price> per share (the “Exercise Price”), subject to
the vesting periods below.  The future value of such shares is unknown
and cannot be predicted with certainty.  If such shares do not
increase in value, the Option will have no value. Notwithstanding the foregoing,
upon vesting, the options to acquire shares of Common Stock are exercisable only
if the volume weighted average price of the Common Stock shall equal or exceed
<the $ price> (the “Hurdle Price”) for a period of
at least <# of days> trading days on the Nasdaq Capital Market, subject to
customary adjustments in the event of any change in the outstanding Common Stock
by reason of any stock dividend, stock split or other corporate exchange or any
extraordinary distribution to shareholders of the Company.


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2.           Term and Vesting of
Option.  The term of the Option shall be for a period of <#
of years> years ("Term") from the Date of Grant
and, subject to the terms and provisions hereof and of the Plan, the Option
shall vest and Optionee may exercise the Option in accordance with the vesting
schedule specified below and within the Term.  Subject to the
foregoing, the Option may be exercised in whole or in part with respect to all
or any portion of the shares to which it relates, subject to certain de minimis
restrictions.  However, in the event that a vesting date occurs on a
day when the NASDAQ is closed, then such vesting date will occur on the next
business day.





Vest Date
              Vest Quantity(Date First Exercisable)<Date>
              <#
      of options><Date>
              <#
      of options><Date>
              <#
      of options>





3.           Method of Exercise;
Taxes.  The Option shall be exercised by the transmittal of
written notice thereof to the Company at its principal place of
business.  Such notice shall specify the number of shares which the
Optionee elects to purchase, shall be signed by the Optionee and shall be
accompanied by payment of the purchase price for the shares which the Optionee
elects to purchase.  The exercise of the Option award shall become
effective at the time such a Notice of Exercise has been received by the
Company, which must be before the Expiration
Date.  Such payment may be made in whole or in part (i) in cash or
(ii) by authorizing the Company or a Company approved third party to sell the
shares (or a sufficient portion of the shares) acquired upon exercise of the
Option and remit to the Company a sufficient portion of the sale proceeds to pay
the entire purchase price and any tax withholding resulting from such exercise;
provided, however, that the Committee may, at any time before the Optionee files
such an election with the Company, revoke the Optionee’s right to make such an
election.  The Company is not required to issue Shares upon the
exercise of this Option award unless the Optionee first pays to the Company such
amounts as may be required by the Company to satisfy any liability it may have
to withhold federal, state, local or other taxes relating to such
exercise.





4.           Termination of Options;
Forfeiture of Non-Vested Options.  The Option shall terminate
on the earliest to occur of the following:





(a)           The
expiration of <# of years> years from the Date of Grant.





(b)           If
the Optionee’s Continuous Service with the Company is terminated for any reason,
any Options that are not vested, and that do not become vested pursuant to
Section 2 hereof or the Plan as a result of such termination, shall be forfeited
immediately upon such termination of Continuous Service and revert back to the
Company without any payment to the Optionee; provided that the Committee may
provide, by rule or regulation or in any Award Agreement, or may determine in
any individual case, that restrictions or forfeiture conditions relating to
Option Awards shall be waived in whole or in part in the event of terminations
resulting from specified causes.  The Committee shall have the power
and authority to enforce on behalf of the Company any rights of the Company
under this Agreement in the event of the Optionee’s forfeiture of Non-Vested
Options pursuant to this Section 4.


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5.           Plan
Restrictions.  In all respects this Agreement and the Option
granted herein shall be subject to the terms and provisions of the Plan which
has been, or is being, provided, or otherwise made available, to the Optionee
and is incorporated herein by reference.  Accordingly, the rights of
the Optionee under this Agreement and the shares of Common Stock which the
Optionee may purchase hereunder are subject to certain restrictions as set forth
in the Plan.  The Committee shall retain full power and discretion to
accelerate, waive or modify, at any time, any term or condition of an Award that
is not mandatory under the Plan.





6.           Rights Prior to Exercise of
Option.  The Optionee shall have no rights as a stockholder
with respect to the shares of stock subject to the Option until the exercise of
his rights hereunder and the issuance and delivery to Optionee of a certificate
or certificates evidencing such shares.





7.           Transferability.   Except
as otherwise provided in Section 8 hereof or the Plan, the Option is not
transferable other than by will or under the applicable laws of descent and
distribution, and the Option may be exercised, during the lifetime of the
Optionee, only by the Optionee. However, the Optionee, with the approval of the
Committee, may transfer the Option for no consideration to or for the benefit of
the Optionee’s Immediate Family (including, without limitation, to a trust for
the benefit of the Optionee’s Immediate Family or to a partnership or limited
liability company for one or more members of the Optionee’s Immediate Family),
subject to such limits as the Committee may establish, and the transferee shall
remain subject to all the terms and conditions applicable to the Option prior to
such transfer.  The foregoing right to transfer the Option shall apply
to the right to consent to amendments to this Agreement.  The term
“Immediate Family” shall mean the Optionee’s spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers and grandchildren (and,
for this purpose, shall also include the Optionee).  The terms of this
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.  Except as otherwise permitted pursuant
to this Section, any attempt to effect a Transfer of any Options shall be void
ab initio.  For purposes of this Agreement, “Transfer” shall mean any
sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation,
or other disposition, whether similar or dissimilar to those previously
enumerated, whether voluntary or involuntary, and including, but not limited to,
any disposition by operation of law, by court order, by judicial process, or by
foreclosure, levy or attachment.





8.           Amendment, Modification
& Assignment; Non-Transferability.  This Agreement may only
be modified or amended in a writing signed by the parties hereto.  No
promises, assurances, commitments, agreements, undertakings or representations,
whether oral, written, electronic or otherwise, and whether express or implied,
with respect to the subject matter hereof, have been made by either party which
are not set forth expressly in this Agreement.  Unless otherwise
consented to in writing by the Company, in its sole discretion, this Agreement
(and Optionee’s rights hereunder) may not be assigned, and the obligations of
Optionee hereunder may not be delegated, in whole or in part.  The
rights and obligations created hereunder shall be binding on the Optionee and
his heirs and legal representatives and on the successors and assigns of the
Company.


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9.           Complete
Agreement.  This Agreement (together with those agreements and
documents expressly referred to herein, for the purposes referred to herein)
embody the complete and entire agreement and understanding between the parties
with respect to the subject matter hereof, and supersede any and all prior
promises, assurances, commitments, agreements, undertakings or representations,
whether oral, written, electronic or otherwise, and whether express or implied,
which may relate to the subject matter hereof in any way.





10.           Data
Privacy.  By entering into the Stock Option Agreement, the
Optionee: (i) authorizes the Company and Subsidiary, and any agent of the
Company and Subsidiary administering the Plan or providing Plan recordkeeping
services, to disclose to the Company or any of its subsidiaries such information
and data as the Company or any such subsidiary shall request in order to
facilitate the grant of options and the administration of the Plan; (ii) waives
any data privacy rights he or she may have with respect to such information; and
(iii) authorizes the Company and Subsidiary to store and transmit such
information in electronic form.





11.           Fractional or DeMinimis
Shares.  The Option award shall not be exercisable with respect
to a fractional share or with respect to fewer than five hundred (500) Shares,
unless the remaining Shares are fewer than five hundred (500).





12.           Nonqualified Option
Award.  This Option award has been designated by the Committee
as a Nonqualified Option Award; it does not qualify as an incentive stock option
award.





13.           Conflicts and
Interpretation.  In the event of any conflict between this
Agreement and the Plan, the Plan shall control.  In the event of any
ambiguity of this Agreement, or any matters as to which this Agreement is
silent, the Plan shall govern, including, without limitation, the provisions
thereof pursuant to which the Committee has the power, among others, to (i)
interpret the Plan, (ii) prescribe, amend and rescind rules and regulations
relating to the Plan, and (iii) make all other determinations deemed necessary
or advisable for the administration of the Plan.





14.           Miscellaneous.





(a)           Termination
of the Plan; No Right to Future Grants; No right to Continued
Employment.  By entering into the Stock Option Agreement, the Optionee
acknowledges:  (i) that the Plan is discretionary in nature and may be
suspended or terminated by the Company at any time; (ii) that the grant of the
Option is a one-time benefit which does not create any contractual or other
right to receive future grants of options, or benefits in lieu of options; (iii)
that all determinations with respect to any such future grants, including, but
not limited to, the times when options shall be granted, the number of shares
subject to each option, the option price, and the time or times when each option
shall be exercisable, will be at the sole discretion of the Company; and (iv)
nothing in this Agreement or the Plan shall confer upon you any right to
continue providing services to, or be in the employ of, the Company or interfere
in any way with the right of the Company or any Subsidiary to terminate your
association or employment at any time.


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(b)           No
Limit on Other Compensation Arrangements.  Nothing contained in this
Agreement shall preclude the Company or any Related Entity from adopting or
continuing in effect other or additional compensation plans, agreements or
arrangements, and any such plans, agreements and arrangements may be either
generally applicable or applicable only in specific cases or to specific
persons.





(c)           Severability.  If
any term or provision of this Agreement is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or under any applicable
law, rule or regulation, then such provision shall be construed or deemed
amended to conform to applicable law (or if such provision cannot be so
construed or deemed amended without materially altering the purpose or intent of
this Agreement and the grant of Options hereunder, such provision shall be
stricken as to such jurisdiction and the remainder of this Agreement and the
award hereunder shall remain in full force and effect).





(d)           No
Trust or Fund Created.  Neither this Agreement nor the grant of
Options hereunder shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company or any Related
Entity and the Optionee or any other person.  To the extent that the
Optionee or any other person acquires a right to receive payments from the
Company or any Related Entity pursuant to this Agreement, such right shall be no
greater than the right of any unsecured general creditor of the
Company.





(e)           Law
Governing.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York (without reference
to the conflict of laws rules or principles thereof).





(f)           Interpretation. The
Optionee accepts the Option subject to all of the terms, provisions and
restrictions of this Agreement and the Plan.  The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or interpretations
of the Board or the Committee upon any questions arising under this
Agreement.





(g)           Headings.  Section,
paragraph and other headings and captions are provided solely as a convenience
to facilitate reference.  Such headings and captions shall not be
deemed in any way material or relevant to the construction, meaning or
interpretation of this Agreement or any term or provision hereof.





(h)           Notices.  Any
notice under this Agreement shall be in writing, and if to be given to the
Company shall be addressed to the Company at its principal office, in care of
its Corporate Secretary.  Any notice to be given to the Optionee shall
be addressed to the Optionee at the address listed in the Company’s records,
subject to the right of either party to designate some other address at any time
hereafter in a notice satisfying the requirements of this
Section.  Any notice shall been deemed given (i) when actually
delivered to the Company, or (ii) if to the Optionee, when actually delivered;
when deposited in the U.S. Mail, postage prepaid and properly addressed to the
Optionee; or when delivered by overnight courier.


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(i)           Non-Waiver
of Breach.  The waiver by any party hereto of the other party's prompt
and complete performance, or breach or violation, of any term or provision of
this Agreement shall be effected solely in a writing signed by such party, and
shall not operate nor be construed as a waiver of any subsequent breach or
violation, and the waiver by any party hereto to exercise any right or remedy
which he or it may possess shall not operate nor be construed as the waiver of
such right or remedy by such party, or as a bar to the exercise of such right or
remedy by such party, upon the occurrence of any subsequent breach or
violation.





(j)           Counterparts.  This
Agreement may be executed in two or more separate counterparts, each of which
shall be an original, and all of which together shall constitute one and the
same agreement.





(k)           Section
409A.  Notwithstanding anything to the contrary contained in the Plan
or in this Agreement, to the extent that the Company determines that the Option
award is subject to Section 409A of the Code and fails to comply with the
requirements of Section 409A of the Code, the Company reserves the right to
amend, restructure, terminate or replace the Option award in order to cause the
Option Award to either not be subject to Section 409A of the Code or to comply
with the applicable provisions of such section.





(l)           Obligation
of Optionee.  Nothing contained in this Agreement obligates the
Optionee to exercise all or any part of this Option award.





IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement as of the date first written above.





EPOCH
      HOLDING CORPORATIONBy:


Name:
                  William
      W. PriestTitle:
                  Chief
      Executive Officer


Agreed
and Accepted:




OPTIONEE:







<EMPLOYEENAME>


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