EXHIBIT 10.5



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                             2001 Stock Option Plan

                                       of

                                   JOULE INC.


     1.  Purpose.  The purpose of this 2001 Stock Option Plan of Joule Inc. (the
"Plan") is to  advance  the  interests  of Joule Inc.  (the  "Company")  and its
subsidiaries  by  providing  a larger  personal  and  financial  interest in the
success of the Company and its  subsidiaries  to certain  directors and officers
and other key employees upon whose  judgment,  interest and special  efforts the
Company and its subsidiaries are dependent for the successful conduct of its and
their  operations  and to enable the  Company  and its  subsidiaries  to compete
effectively  with  others  for the  services  of  qualified  persons to serve as
directors  of the  Company  and  for  new  employees  as may be  needed  for the
continued improvement of the enterprise.  It is believed that the acquisition of
such  interest  will  stimulate  the  efforts  of such  persons on behalf of the
Company  and its  subsidiaries  and  strengthen  their  desire  to remain in the
service of the Company and its subsidiaries.

     2.  Participants.  No option may be  granted  under this Plan to Emanuel N.
Logothetis  or any  member of his  immediate  family (as such term is defined in
Rule 16a-1(e) under the Securities  Exchange Act of 1934 (the "Exchange  Act")).
The directors,  officers and key employees of the Company to whom options may be
granted  under  this  Plan  shall  be  determined  by a Stock  Option  Committee
appointed by the Board of Directors as provided in Section 10 hereof.  A grantee
may hold more than one option.

     Nothing  contained in this Plan, nor in any option granted pursuant to this
Plan,  shall confer upon any employee any right to continue in the employ of the
Company or its subsidiaries nor limit in any way the right of the Company or its
subsidiaries to terminate such employee's employment at any time.

     As used  herein,  the term  "subsidiary"  shall mean any  present or future
corporation  which is or would be a "subsidiary  corporation"  of the Company as
defined in Section 424 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

     3.  Effectiveness and Termination of Plan. This Plan shall become effective
upon adoption by the  stockholders of the Company.  This Plan shall terminate on
the earliest of (i) ten (10) years from its adoption date,  (ii) when all shares
of Common  Stock , par value $.01 per share (the  "Common  Stock"),  that may be
issued  under this Plan  shall  have been  issued  through  exercise  of options
granted  under this Plan or (iii) at any earlier  time as the Board of Directors
may determine.

     Any option outstanding under this Plan at the time of its termination shall
remain in effect in accordance  with its terms and  conditions and those of this
Plan.


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     4. The Common Stock.  The aggregate  number of shares of Common Stock which
may be issued  under this Plan  shall  consist  of  500,000  shares,  subject to
adjustment  as  provided  in Section 7 hereof.  Such number of shares may be set
aside out of the authorized but unissued shares of Common Stock not reserved for
any other  purpose or out of shares of Common  Stock held in or acquired for the
treasury of the Company. All shares of Common Stock subjected under this Plan to
an option which,  for any reason,  is canceled or terminates  unexercised  as to
such shares may again be subjected to an option under this Plan.

     5. Types of Options and Terms and Conditions.

     (a) Options  granted  under this Plan shall be in the form of (i) incentive
stock options as defined in Section 422 of the Code ("incentive  stock options")
or  (ii)  options  not  qualifying  under  said  Section  ("non-qualified  stock
options").

     (b)  Options  may be granted at any time and from time to time prior to the
termination of this Plan.  Except as hereinafter  provided,  all options granted
pursuant to this Plan shall be subject to the following terms and conditions:

          (i) Price.  The purchase  price of the shares of Common Stock issuable
     upon  exercise  of options  granted  under this Plan shall be not less than
     100% of the fair market  value of the Common Stock on the date of the grant
     of the option. The purchase price shall be paid in full at the time of such
     purchase in (A) cash,  (B) shares of Common Stock of the Company  valued at
     the fair  market  value of the Common  Stock on the date of purchase or (C)
     any combination of cash and Common Stock. In addition,  if the Stock Option
     Committee so provides,  an option may be exercised by delivering a properly
     executed exercise notice together with irrevocable instructions to a broker
     to deliver  promptly  to the  Company  the amount of sale or loan  proceeds
     necessary to pay the purchase  price and  applicable  withholding  taxes in
     full and such other documents as the Stock Option  Committee may determine.
     The purchase price shall be subject to adjustment,  but only as provided in
     Section 7 hereof.

          (ii)  Duration  and  Exercise of  Options.  Options may be granted for
     terms  of up to but  not  exceeding  ten  (10)  years  from  the  date  the
     particular  option is granted.  Except as otherwise  provided in this Plan,
     options shall be exercisable  as provided by the Stock Option  Committee at
     the time of grant thereof.

          (iii)Termination  of Employment.  Upon termination of employment,  the
     grantee's rights to exercise an option shall be only as follows:

          Disability  or  Otherwise  with  Board  Approval.   If  the  grantee's
          employment  is  terminated,  with the  approval  of the  Stock  Option
          Committee,  because of disability or other reasons, the grantee or the
          grantee's estate (in the event of death after such  termination)  may,
          within three months  following such  termination,  exercise the option
          with respect to all or any part of the shares of Common


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          Stock  subject  thereto,  regardless  of whether the right to purchase
          such shares had accrued at the time of termination of employment.

          Death.  If the  grantee's  employment  is  terminated  by  death,  the
          grantee's  estate  shall  have  the  right  for a  period  of one year
          following  the date of such death to exercise  the option with respect
          to all or any part of the  shares of  Common  Stock  subject  thereto,
          regardless of whether the right to purchase such shares had accrued at
          the date of death.

          Other  Reasons.  If the grantee's  employment  is  terminated  for any
          reason other than those provided above under  "Disability or Otherwise
          with Board Approval" and "Death," the grantee or the grantee's  estate
          (in the event of death  after such  termination)  may,  within the one
          month  period  following  such  termination,  exercise the option with
          respect to only such number of shares of Common  Stock as to which the
          right of exercise had accrued prior to such termination of employment.

          General. Notwithstanding the foregoing, no option shall be exercisable
          in whole or in part after the termination date provided in the option.
          A grantee's  "estate" shall mean the grantee's  legal  representatives
          upon  death or any  person who  acquires  the right  under the laws of
          descent  and  distribution  to  exercise  an  option  by reason of the
          grantee's death.

          (iv) Transferability of Option.  Options shall be transferable only by
     will or the laws of  descent  and  distribution  and  shall be  exercisable
     during the grantee's lifetime only by the grantee.

          (v) Surrender of Options.  The Stock Option  Committee may require the
     surrender of outstanding  options as a condition  precedent to the grant of
     new options.  Upon each such surrender,  the option or options  surrendered
     shall be canceled and the shares of Common Stock of the Company  previously
     subject  to the  option or options  under  this Plan  shall  thereafter  be
     available for the grant of options under this Plan.

          (vi) Per-Participant  Limit. No employee may be granted options in any
     year on more than 100,000  shares of Common Stock (subject to adjustment as
     provided in Section 7 hereof).

          (vii)Other  Terms and Conditions.  Options may also contain such other
     provisions,  which  shall  not be  inconsistent  with any of the  foregoing
     terms, as the Stock Option  Committee shall deem appropriate at the time of
     grant.

     (c) Incentive stock options granted  pursuant to this Plan shall be subject
to all the terms and conditions  included in subsection (b) and to the following
terms and conditions:


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          (i) No incentive stock option shall be granted to an employee who owns
     stock  possessing  more than 10% of the total combined  voting power of all
     classes of stock of the Company or a subsidiary of the Company.

          (ii) The aggregate fair market value (determined on the date of grant)
     of Common Stock for which an employee is granted  incentive  stock  options
     that  first  become  exercisable  during any given  calendar  year shall be
     limited to $100,000.  To the extent such limitation is exceeded,  an option
     shall be treated as a non-qualified stock option.

     6. Rights of a  Shareholder.  A recipient of options  under this Plan shall
have  no  rights  as a  shareholder  with  respect  to any  shares  issuable  or
transferable  upon  exercise  thereof  until  the  date of  issuance  of a stock
certificate for such shares.  Except as otherwise provided pursuant to Section 7
hereof,  no adjustment shall be made for dividends or other rights for which the
record date is prior to the date of such stock certificate.

     7.  Adjustment of and Changes in Common Stock. In the event that the shares
of Common Stock of the Company, as presently constituted,  shall be changed into
or  exchanged  for a  different  number  or kind of  shares  of  stock  or other
securities  of the  Company  or of  another  corporation  (whether  by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares,  or  otherwise) or if the number of such shares of Common Stock shall
be increased through the payment of a stock dividend or a dividend on the shares
of Common  Stock of rights or  warrants to  purchase  securities  of the Company
shall be made,  then there  shall be  substituted  for or added to each share of
Common Stock theretofore  appropriated or thereafter subject or which may become
subject to an option under this Plan,  the number and kind of shares of stock or
other  securities  into  which  each  outstanding  share of Common  Stock of the
Company shall be so changed, or for which each such share shall be exchanged, or
to which each such share shall be entitled,  as the case may be, and  references
herein to the Common Stock shall be deemed to be references to any such stock or
other securities as appropriate. Outstanding options shall also be appropriately
amended as to price and other terms as may be necessary to reflect the foregoing
events.  In the event there  shall be any other  change in the number or kind of
the  outstanding  shares of the Common Stock of the Company,  or of any stock or
other  securities  into which such Common  Stock shall have been  changed or for
which it shall have been exchanged,  then if the Board of Directors or the Stock
Option  Committee  shall,  in its sole  discretion,  determine  that such change
equitably requires an adjustment in any option theretofore  granted or which may
be granted under this Plan,  such  adjustments  shall be made in accordance with
such  determination.  Fractional shares resulting from any adjustment in options
pursuant  to this  Section 7 may be  settled in cash or  otherwise  as the Stock
Option Committee shall determine. Notice of any adjustment shall be given by the
Company to each holder of an option  which shall have been so adjusted  and such
adjustment  (whether or not such notice is given) shall be effective and binding
for all purposes of this Plan.

     8.  Securities Act  Requirements.  No option granted  pursuant to this Plan
shall be exercisable in whole or in part, and the Company shall not be obligated
to sell any shares of Common Stock subject to any such option,  if such exercise
and  sale  would,  in the  opinion  of  counsel  for the  Company,  violate  the
Securities  Act of 1933 (or  other  Federal  or State  statutes  having  similar
requirements),  as in effect at that time.  Each option  shall be subject to the
further


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requirement  that, if at any time the Stock Option  Committee shall determine in
its discretion that the listing or  qualification  of the shares of Common Stock
subject to such option under any securities  exchange  requirements or under any
applicable law, or the consent or approval of any governmental  regulatory body,
is necessary or desirable as a condition of, or in connection with, the granting
of such  option  or the  issue of  shares  thereunder,  such  option  may not be
exercised  in whole or in part unless such  listing,  qualification,  consent or
approval  shall  have been  effected  or  obtained  free of any  conditions  not
acceptable to the Stock Option Committee.

     9. Withholding.  Appropriate provision (which may, in accordance with rules
determined by the Stock Option Committee, include the election by the grantee to
have the  Company  withhold  from the Common  Stock to be issued  such number of
shares as would satisfy the withholding  amount due or to deliver to the Company
shares of Common Stock already owned to satisfy the withholding amount) shall be
made for all taxes  required to be withheld  from shares of Common  Stock issued
under  this  Plan  under  the  applicable  laws  or  other  regulations  of  any
governmental authority, whether federal, state or local, and whether domestic or
foreign. To that end, the Company may at any time take such steps as it may deem
necessary or appropriate  (including sale or retention of shares) to provide for
payment of such taxes.

     10. Administration and Amendment of Plan. The Plan shall be administered by
a Stock Option Committee composed of two or more directors who are "non-employee
directors" (as such term is defined in Rule 16b-3 under the Exchange Act) or who
shall satisfy such requirements as the Securities and Exchange Act may establish
for  administrators  acting under plans intended to qualify for exemption  under
Rule 16b-3 (or its  successor)  under the  Exchange  Act,  and who are  "outside
directors"  within  the  meaning of Section  162(m)(4)(C)(i)  of the Code.  Such
Committee  shall  have the power and  duties  with  respect to this Plan and its
administration  except such powers and duties as are specifically reserved under
this Section 10 to the Board of Directors or to the stockholders of the Company.
The Board of  Directors  may from  time to time  remove  members  from the Stock
Option  Committee  or add members  thereto,  and  vacancies  in such  Committee,
however caused,  shall be filled by the Board.  The Stock Option  Committee from
time to time may adopt rules and  regulations  for carrying  out this Plan.  The
interpretation  and  construction by the Stock Option Committee of any provision
of  this  Plan or any  option  granted  pursuant  thereto  shall  be  final  and
conclusive.  No  member  of  the  Board  of  Directors  or of the  Stock  Option
Committee,  if any, shall be liable for any action or determination made in good
faith with respect to this Plan or any option granted pursuant hereto. The Board
of  Directors  (but not any Stock Option  Committee)  may from time to time make
such changes in and additions to this Plan,  and the Stock Option  Committee may
amend the terms and conditions of any option, in each case as it may deem proper
and in the best interests of the Company,  without further action on the part of
the stockholders of the Company; provided,  however, that, except as provided in
Section 7 hereof,  unless  the  stockholders  of the  Company  shall  have first
approved  thereof (i) the total number of shares of Common Stock subject to this
Plan shall not be increased and the minimum purchase price shall not be changed,
(ii) no option shall be  exercisable  more than ten (10) years after the date it
is granted,  and (iii) the  expiration  date of this Plan shall not be extended.
Amendments  to this  Plan or to any  option  granted  hereunder  may be  applied
prospectively or retroactively; provided, however, that no such amendment to any
option previously granted shall impair the rights of the grantee thereof without
the consent of such grantee or the estate of such grantee.


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     The Board of Directors or the Stock Option  Committee shall have the power,
in the  event of any  disposition  of  substantially  all of the  assets  of the
Company,  its dissolution or of any  consolidation or merger of the Company with
or into any other  corporation,  to amend all outstanding  options to permit the
exercise of all such options prior to the  effectiveness of any such transaction
and to  terminate  such  options  as of  such  effectiveness.  If the  Board  of
Directors or the Stock Option  Committee shall exercise such power,  all options
then  outstanding and subject to such  requirement  shall be deemed to have been
amended to permit the exercise thereof in whole or in part by the grantee at any
time or from time to time as  determined  by the Board of Directors or the Stock
Option Committee prior to the effectiveness of such transaction and such options
shall be deemed to terminate upon such effectiveness.

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