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                                  Exhibit 10.1

                           DATA CONVERSION LABORATORY

                             2001 STOCK OPTION PLAN

                        Effective as of January   , 2001





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                                   SECTION 1
                                    PURPOSES

         The purpose of the Plan is to provide incentives to selected
individuals who render services to the Corporation, by granting them options to
purchase shares of Common Stock.

                                   SECTION 2
                                  DEFINITIONS

         For purposes of the Plan, the following terms shall be defined as
follows unless the context clearly indicates otherwise:

         A. An "Affiliate" of the Corporation shall mean any corporation,
partnership, or other business association that, directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common
control with the Corporation.

         B. "Approved Transaction" shall mean: (a) any merger, consolidation or
binding share exchange pursuant to which shares of Common Stock are changed or
converted into or exchanged for cash, securities or other property, other than
any such transaction in which the persons who hold Common Stock immediately
prior to the transaction have immediately following the transaction the same
proportionate ownership of the common stock of, and the same voting power with
respect to, the surviving corporation; (b) any merger, consolidation or binding
share exchange in which the persons who hold Common Stock immediately prior to
the transaction have immediately following the transaction less than a majority
of the combined voting power of the outstanding capital stock of the Corporation
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of directors; (c) any liquidation or
dissolution of the Corporation; and (d) any sale, lease, exchange or other
transfer not in the ordinary course of business (in one transaction or a series
of related transactions) of all, or substantially all, of the assets of the
Corporation.

         C. "Board of Directors" shall mean the Board of Directors of the
Corporation.

         D. "Cause" shall mean (i) an Optionee's willful and repeated failure to
substantially perform his or her duties to the Corporation as an Employee or
Consultant, as applicable, after prior written notice to the Optionee of such
conduct, (ii) an Optionee's gross negligence with respect to the performance of
his or her duties as an Employee or Consultant, as applicable, after prior
written notice to the Optionee of such conduct, (iii) an Optionee's theft or
misappropriation of funds, properties or assets of the Corporation, (iv) an
Optionee's conviction or confession of, or plea of guilty or nolo contendere to,
a crime constituting a felony under the laws of the United States or any state
therefor or which involves the money or property of the Corporation, (v) where
an Optionee knowingly causes the Corporation to commit a violation of local,
state or federal laws, (vi) an Optionee's willful refusal to comply with the
policy, directives or decisions of the Corporation, provided that, if an
Optionee has entered into an employment or consulting agreement with the
Corporation or an Affiliate, the definition of"cause" set forth in such
agreement, if any, shall be substituted for the above.


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         E. A "Change in Control" shall occur in the event that, in any
transaction or series of related transactions, any "person," as such term is
used in Sections 13(d) and 14(d) of the Exchange Act (other than the
Corporation, any employee benefit plan sponsored by the Corporation or any
Affiliate) becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation
representing more than fifty percent (50%) of the combined voting power of the
Corporation's then outstanding securities.

         F. "Common Stock" shall mean the Corporation's common stock, $.01 par
value per share.

         G. "Code" shall mean the Internal Revenue Code of 1986, as amended.

         H. "Committee" shall mean the Board of Directors or a committee
appointed by the Board of Directors for purposes of administration, operation
and application of the Plan.

         I. "Consultant" shall mean any person, including an advisor, who is
engaged by the Corporation or any of its Affiliates to render services to the
Corporation and is compensated for such services, and any Director whether
compensated for such services or not.

         J. "Corporation" shall mean M.J. Gross & Company, Inc., a New York
corporation doing business as Data Conversion Laboratory.

         K. "Director" shall mean a member of the Board of Directors.

         L. "Disability" shall mean the Optionee's inability to engage in any
substantial gainful activity by reason of medically determinable physical or
mental impairment which constitutes a permanent and total disability, as defined
in Section 22(e)(3) of the Code (or any successor section thereto).

         M. "Disqualified Shareholder" shall mean any individual or entity whose
status or characteristics are such that his, her or its ownership of shares of
Common Stock would result in the termination of the Company's status as a
Subchapter S Corporation, as such term is defined in the Code.


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         N. "Effective Date" shall mean the date on which the Plan is approved
by the Board of Directors, subject to the approval of the shareholders of the
Corporation.

         O. "Employee" shall mean any employee of the Corporation or an
Affiliate.

         P. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         Q. "Executive Officer" shall mean any Employee who is an "officer"
within the meaning of Rule 16a-l(f) of the Exchange Act.

         R. "Fair Market Value" shall mean with respect to the Common Stock (i)
in the event the Common Stock is not publicly traded, the fair market value of
the Common Stock, as determined by the Committee in good faith and (ii) in the
event the Common Stock is publicly traded and: (a) is listed on any established
stock exchange or a national market system, including, without limitation, the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the Grant Date, as reported in The Wall
Street Journal or such other source as the Committee deems reliable or (b) is
regularly quoted by a recognized securities dealer but selling prices are not
reported, Fair Market Value shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the Grant
Date.

         S. "Grant Date" shall mean the date an Option is granted to an
Optionee by the Committee pursuant to the Plan.

         T. "Incentive Stock Option" shall mean a stock option intended to
satisfy the requirements of Section 422 of the Code.

         U. "Initial Public Offering" shall mean the issue and sale of shares of
Common Stock pursuant to the first firm commitment underwritten public offering
of shares of the Common Stock pursuant to a registration statement on Form S-1
(or any successor form) filed with the Securities and Exchange Commission.

         V. "Nonqualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.


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         W. "Option" shall mean an Option granted pursuant to the Plan.

         X. "Optionee" shall mean an Employee or Consultant who is granted an
Option under the terms of this Plan.

         Y. "Option Agreement" shall mean an Option Agreement to be entered into
between the Corporation and an Optionee, which shall set forth the terms and
conditions of the Option granted to such Optionee.

         Z. "Parent" means a parent corporation, whether now or hereafter
existing, as defined in Section 424(e) of the Code.

         AA. "Plan" shall mean this Data Conversion Laboratory 2001 Stock Option
Plan, as hereinafter amended from time to time.

         BB. "Repurchase Period" shall have the meaning set forth in Section
8(A).

         CC. "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations thereunder.

         DD. "Subsidiary" means a subsidiary corporation, whether now or
hereafter existing, as defined in Section 424(f) of the Code.

         EE. "10% Holder" shall mean an Employee who, at the time an Incentive
Stock Option is granted to him, owns (within the meaning of Section 422(b)(6) of
the Code) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of capital stock of the Corporation or its
Subsidiary (or, if applicable, its Parent).

                                   SECTION 3
                                SHARES AVAILABLE

         Subject to adjustment as provided for in Section 7 of the Plan, the
maximum aggregate number of shares of Common Stock for which Options may be
granted under the Plan shall not exceed 250,000 shares of Common Stock. The
shares may be authorized, but unissued, or reacquired Common Stock. If an Option
should expire or become unexercisable for any reason without having been
exercised in full, the unpurchased shares of Common Stock that were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. Any shares of Common Stock which are retained by
the Corporation upon exercise of an Option in order to satisfy the exercise
price for such Option or any withholding taxes due with respect to such exercise
shall be treated as not issued and shall continue to be available under the
Plan. Shares repurchased by the Corporation in accordance with Section 8 of the
Plan shall not be available for future grant under the Plan.

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         SECTION 4 PARTICIPATION

         A. Recipients of Grants. Any Employee or Consultant selected by the
Committee shall become participants in the Plan, provided that a Consultant may
not be granted Incentive Stock Options.

         B. Type of Option. Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonqualified Stock Option.

                                   SECTION 5
                             AUTHORITY OF COMMITTEE

         The Plan shall be administered by, or under the direction of, the
Committee. Subject to the provisions of the Plan, the Committee shall have the
authority to make all determinations specified in or permitted by the Plan or
deemed necessary or desirable for its administration or for the conduct of the
Committee's business, including the establishment from time to time of such
regulations, provisions, procedures and conditions of awards which, in its
opinion, may be advisable in the administration of the Plan. All actions,
interpretations and determinations of the Committee may be made in its sole
discretion and shall be final, conclusive and binding on all interested parties.
The authority of the Committee shall include, without limitation, the right to
select which Employees and Consultants shall be granted Options and the type
and number of such Options; the exercise price for such Options; the period of
time over which they will become exercisable and whether they will become
exercisable over such time period or only if certain performance criteria are
achieved; the manner in which an Option may be exercised; and the term of any
Option. All such decisions shall be reflected in the Optionee's Option
Agreement.

         A. Procedures for Exercise of Option. The Committee shall have the
authority to establish procedures for an Optionee (i) to exercise an Option by
payment of cash or any other property acceptable to the Committee, (ii) to have
withheld from the total number of shares of Common Stock to be acquired upon
the exercise of an Option that number of shares having a Fair Market Value,
which, together with such cash as shall be paid in respect of fractional shares,
shall equal the option exercise price of the total number of shares of Common
Stock to be acquired, (iii) to exercise all or a portion of an Option by
delivering that number of shares of Common Stock already owned by such
Optionee having a Fair Market Value which shall equal the Option exercise price
in the aggregate for the portion exercised and, in cases where an Option is not
exercised in its entirety, to permit the Optionee to deliver the shares of
Common Stock thus acquired by him in payment of shares of Common Stock to be
received pursuant to the exercise of additional portions of such Option, the
effect of which shall be that an Optionee can in sequence utilize such newly
acquired shares of Common Stock in payment of the exercise price of the entire
Option, together with such cash as shall be paid in respect of fractional
shares, and (iv) to engage in any other form of "cashless" exercise; and

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         B. Delegation. The Committee may delegate to an Executive Officer the
authority to determine from time to time: (a) the Optionees to whom Options are
to be granted; (b) the number of shares of Common Stock for which the Options
are exercisable and the exercise price of such shares; (c) the designation of
Options as either Incentive Stock Options or Nonqualified Stock Options; and (d)
all of the other terms and conditions (which need not be identical) of the
Options, provided, that (i) the authority delegated to the Executive Officer
under this Section 5(B) shall not exceed that of the Committee, (ii) the
Executive Officer may not be delegated authority to grant any Option to any
person who is an Executive Officer or a Director at the time of the grant, (iii)
the exercise price of each share of Common Stock under an Option granted under
this Section 5(B) shall not be less than the Fair Market Value of such share on
the Grant Date and (iv) the Executive Officer shall promptly provide a report to
the Committee of each person to whom an Option has been granted under this
Section 5(B) and the material terms and conditions of the Option.

         SECTION 6 STOCK OPTIONS

         A. General Provisions.

         (a) Subject to the terms and conditions of this Section 6 and of
Section 7, the exercise price of the shares of Common Stock covered by each
Option shall be no less than the Fair Market Value of such shares on the date of
the grant, provided, that the exercise price of an Incentive Stock Option shall
be at least 110% of the Fair Market Value as of the Grant Date if the Incentive
Stock Option is being granted to a 10% Holder. Subject to the limitations set
forth in the preceding sentence, the Committee shall have the discretion to
grant Options with an exercise price that is less than or greater than their
then Fair Market Value, which discount or premium shall be stated in the Option
Agreement. The Committee shall have the right to grant options that are subject
to performance criteria selected by the Committee (which need not be uniform).
Any such performance options shall be subject to the terms and conditions
hereof.

         (b) Subject to Section 7, no Optionee may be granted Options during any
calendar year with respect to more than ____ shares of Common Stock.


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         B. Term of Options. Unless otherwise provided by the Committee, each
Option granted under the Plan by its terms shall expire ten (10) years from the
date of its grant.

         C. Exercise of Option After Termination of Employment. (i) In the event
of an Optionee's termination of employment or status as a Consultant for any
reason other than death, Disability or Cause, such Optionee may, but only within
ninety (90) days after the date of such termination (and in no event later than
the expiration date of the term of such Option as set forth in the Option
Agreement), exercise his or her Option to the extent that the Optione, e was
entitled to exercise it at the date of such termination. To the extent that the
Optionee was not entitled to exercise the Option at the date of such
termination, or if the Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.

         (ii) If the Optionee incurs a Disability, he or she may exercise any
Options that were exercisable as of the date of such Disability for a period of
six (6) months from such date; (or the expiration date of the term of such
Option, if earlier). Any portion of the Option that was not exercisable on the
date of Disability and any Option not exercised within the time specified herein
shall terminate.

         (iii) If the Optionee dies while an Employee or Consultant, the
Optionee's beneficiary or personal representative may exercise any portion of
the Option that was exercisable on the date of death no later than six (6)
months following such date.

         (iv) If an Optionee's service with the Corporation is terminated for
Cause,, all outstanding unexercised Options granted pursuant to the Plan shall
be deemed forfeited or canceled, as the case may be, as of the day preceding his
termination.

         D. Termination as to Disqualified Shareholders. An Optionee shall not
be entitled to exercise any option at any time when such Optionee is a
Disqualified Shareholder.

                                   SECTION 7
                    ADJUSTMENT OF SHARES; CORPORATE CHANGES

         A. Recapitalization, Etc. In the event there is any change in the
Common Stock by reason of a reorganization, recapitalization, stock conversion,
stock split, stock dividend or any other increase or decrease in the number of
issued shares of Common Stock without receipt of consideration by the
Corporation, there shall be (i) substituted for or added to each share of Common
Stock thereafter subject, or which may become subject, to any Option, the number
and kind of shares of stock or other securities into which each outstanding
share of Common Stock 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 the per share exercise price thereof also shall be proportionately adjusted,


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but only to the extent such adjustment is appropriate, and (ii) an appropriate
and proportionate adjustment in the maximum aggregate number of shares for which
Options may be granted pursuant to Section 3 of the Plan. The conversion of any
convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Committee, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Corporation
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Option. Any adjustment in Incentive Stock Options under this Section 7 shall be
made only to the extent it does not constitute a "modification" within the
meaning of Section 424(h)(3) of the Code,, and any adjustments under this
Section 7 shall be made in a manner which does not adversely affect any
exemptions provided pursuant to Rule 16b-3 under the Exchange Act. If the
Corporation has consummated an Initial Public Offering, such adjustments or
substitutions with respect to Options intended to qualify as "performance-based
compensation" under Section 162(m)of the Code shall be made only to the extent
that the Committee determines that such adjustments or substitutions may be made
without causing the Corporation to be denied a tax deduction on account of
Section 162(m) of the Code.

         B. Certain Corporate Events. In the event of any Approved Transaction
or Change in Control, each outstanding Option under the Plan shall become
exercisable in full in respect of the aggregate number of shares covered
thereby, notwithstanding any contrary vesting schedule in the Option Agreement,
effective upon the Change in Control or immediately prior to consummation of the
Approved Transaction. In the case of an Approved Transaction, the Corporation
shall provide notice of the pendency of the Approved Transaction to Each
Optionee at least fifteen (15) days prior to the expected date of consummation
thereof. Each Optionee shall thereupon be entitled to exercise the Option at any
time prior to consummation of the Approved Transaction. Any such exercise as to
any portion of the Option that will only become vested as a result of and
immediately prior to the consummation of the Approved Transaction in accordance
with the foregoing acceleration provision, shall be contingent on such
consummation. Any exercise as to any other portion of the Option will not be
contingent on such consummation unless so elected by the Optionee in a notice
delivered to the Corporation simultaneously with the exercise. Upon consummation
of the Approved Transaction, all Options shall expire to the extent such
exercise has not occurred. Notwithstanding the foregoing, the Committee may, in
its discretion, determine that any or all outstanding Options will not vest or
become exercisable on an accelerated basis in connection with an Approved
Transaction and/or will not terminate if not exercised prior to consummation of
the Approved Transaction, if the Committee or the surviving or acquiring
corporation, as the case may be, shall take, or make effective provision for the
taking of, such action as in the opinion of the Committee is equitable and
appropriate in order to substitute new options for such Options, or to assume
such Options (which assumption may be effected by any means determined by the
Committee, in its discretion, including, but not limited to, by a cash payment
to each Optionee, in cancellation of the Options held by him or her, of such
amount as the Committee determines, in its sole discretion, represents the then
value of the Options) and in order to make such new or assumed Options, as
nearly as practicable, equivalent to the old Options (before giving effect to
any acceleration of the vesting or Exercisability thereof), taking into account,
to the extent applicable, the kind and amount of securities, cash or other
assets into or for which the Common Stock may be changed, converted or exchanged
in connection with the Approved Transaction.


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                                    SECTION 8
                              REPURCHASE OF SHARES

         A. Right of Repurchase. (a) The Corporation shall have the right, but
shall not be required, to repurchase from the Optionee all or part of(i) the
shares of Common Stock that the Optionee acquires upon the exercise of an Option
and (ii) any other shares of Common Stock or other securities issued or acquired
with respect to the shares specified in the preceding clause (i) or this clause
(ii) in connection with any stock dividend, stock split, reclassification,
recapitalization, reorganization, split-up, spin-off, combination, exchange of
shares, warrants or rights offering to purchase Common Stock, or other similar
corporate event. Such right shall be exercisable at any time and from time to
time during the period of six (6) months commencinF on the date of termination
of the Optionee's employment or Consultant status (the "Repurchase Period").

         (b) The Corporation shall repurchase from any Optionee who becomes a
Disqualified Shareholder, all of (i) the Shares of Common Stock that such
Optionee acquires or acquired upon exercise of an Option and (ii) any other
shares of Common Stock or other securities. issued or acquired with respect to
the shares specified in the preceding clause (i) or this clause (ii) in
connection with any stock dividend, stock split, reclassification,
recapitalization, reorganization, split-up, spin-off, combination exchange of
shares, warrants or rights offering to purchase Common Stock, or other similar
corporate event. Such repurchase shall occur and be effective immediately before
the event that results in the Optionee becoming a Disqualified Shareholder and
shall not require any notice, election or other action by the Corporation in
order to be effective.

         B. Exercise of Repurchase Right. The Corporation's right of repurchase
shall be exercised by delivery of written notice to the Optionee specifying the
number of shares or other securities to be repurchased and the effective date of
the repurchase, which date shall not be earlier than the date of the notice, nor
later than the date of termination of the Corporation's right of repurchase. If
an Optionee transfers shares or other securities that are subject to the
Corporation's fight of repurchase, the shares or other securities shall remain
subject to the Corporation's fight of repurchase during the Repurchase Period.

         C. Repurchase Price. With respect to each share or other security to be
repurchased by the Corporation, the repurchase price shall be the Fair Market
Value of the share or' security as of the effective date of the repurchase. The
Corporation may elect to pay the amount: owed to the Optionee (or to the person
or entity holding the share or other security to be repurchased) either (i) in
cash, in which case the amount shall be paid, without interest, within thirty
(30) days following the effective date of the repurchase or (ii) in three equal
installments, with the first installment payable on the first anniversary of the
effective date of the repurchase, and the remaining installments payable on the
corresponding date in each of the next two years, with each installment to
inelude interest on the unpaid principal computed at the prime rate published in
the Wall Street Journal for the first business day of the month in which the
effective date of the


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repurchase occurs, for the period from the effective date of the repurchase or
the date of the most recent installment, as the case may be, to the due date of
the installment being paid.

         D. Termination of the Right of Repurchase. Any right of repurchase of
the Corporation shall terminate upon the occurrence of a Change in Control or an
Approved Transaction (other than an Approved Transaction in connection with
respect to which the Committee determines, in accordance with the last sentence
of Section 7(B), that Options otherwise subject to such right of repurchase will
not vest or become exercisable on an accelerated basis and/or will not terminate
if not exercised prior to consummation of the Approved Transaction). Any right
of repurchase of the Corporation shall also terminate on the consummation of an
Initial Public Offering or upon the effective date of the registration by the
Corporation of any class of any equity security pursuant to Section 12 of the
Exchange Act.

                                   SECTION 9
                            MISCELLANEOUS PROVISIONS

         A. Assignment or Transfer. No grant or award of any Option under the
Plan or any rights or interests therein shall be assignable or transferable by
an Optionee except by will or the laws of descent and distribution. During the
lifetime of an Optionee, Options granted hereunder shall be exercisable only by
the Optionee.

         B. Regulations and Other Approvals.

         (a) The obligation of the Corporation to sell or deliver shares of its
Common Stock with respect to Options granted under the Plan shall be subject to
all applicable laws,. rules and regulations, including all applicable federal,
state and foreign securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the
Committee.

         (b) Each Option is subject to the requirement that, if at any time the,
Committee determines, in its sole discretion, that the listing, registration or
qualification of the Common Stock issuable pursuant to the Plan is required by
any securities exchange or under any state, federal or foreign law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option or
the issuance of the Common Stock, no Options shall be granted or payment made or
Common Stock issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of any
conditions as acceptable to the Committee.



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         (c) In the event that the disposition of the Common Stock acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act, and is not otherwise exempt from such registration,
such Common Stock shall be restricted against transfer to the extent required by
the Securities Act or regulations thereunder, and the Committee may require any
individual receiving shares of Common Stock pursuant to the Plan, as a condition
precedent to receipt of such shares, to represent to the Corporation in writing
that the shares of Common Stock acquired by such individual are acquired for
investment only and not with a view to distribution. The certificate for such
shares shall include any legend that the Committee deems appropriate to reflect
any restrictions on transfer.

         C. Withholding of Taxes. No later than the date as of which an amount
first becomes includible in the gross income of an Optionee for federal income
tax purposes with respect to Options granted under the Plan, the Optionee shall
pay to the Corporation, or the Optionee (or his designated beneficiary) shall
make arrangements satisfactory to the Corporation regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. The obligations of the Corporation under
this Plan shall be conditioned on such payment or arrangements, and the
Corporation shall, to the extent permitted by law, have the, right to deduct any
such taxes from any payment of any kind otherwise due to the Optionee. Shares of
Common Stock may not, in any event, be withheld to satisfy tax withholding in
excess of the minimum statutory withholding rates.

         D. Stockholders Agreement. Unless otherwise provided in the applicable
Option Agreement, the Optionee shall be required, as a condition to the issuance
of any shares of Common Stock that the Optionee acquires upon the exercise of
the Option, to execute and deliver to the Corporation a stockholders agreement
in such form as may be in use by the Corporation at the time of such exercise,
or a counterpart thereof, together with, unless the Optionee is unmarried, a
spousal consent in the form required thereby, unless the Optionee has previously
executed and delivered such documents and they are in effect at the time the
shares are to be issued.

         E. Other Incentive Plans. The adoption of the Plan does not preclude
the adoption by appropriate means of any other incentive plan.

         F. Plurals and Gender. Where appearing in the Plan, masculine gender
shall include the feminine and neuter genders, and the singular shall include
the plural, and vice versa, unless the context clearly indicates a different
meaning.

         G. Headings. The headings and sub-headings in this Plan are inserted
for the convenience of reference only and are to be ignored in any construction
of the provisions hereof.

         H. Severability. In case any provision of this Plan shall be held
illegal or void, such illegality or invalidity shall not affect the remaining
provisions of this Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provisions had never been
inserted herein.


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         I. Cooperation of Parties. All parties of this Plan and any person
claiming any interest hereunder agree to perform any and all acts and execute
any and all documents and papers which are necessary or desirable for carrying
out this Plan or any of its provisions.

         J. Governing Law. All questions pertaining to the validity,
construction and administration of the Plan shall be determined in accordance
with the laws of the State of New York without regard to the conflicts of law
principles thereof.

         K. Notices. Each notice relating of the Plan shall be in writing and
delivered in person, by air courier or by certified mail to the proper address.
All notices to the Corporation or the Committee shall be addressed to it at:
M.J. Gross & Company, Inc., 184-13 Horace Harding Expressway, Fresh Meadows, New
York 11365, Attn: President. All notices to Optionees, former Optionees,
beneficiaries or other persons acting for or on behalf of such persons shall be
addressed to such person at the last address for such person maintained on the
Committee's records.

         L. Written Agreements. Each Option shall be evidenced, with respect to
an Incentive Stock Option by a signed written Incentive Stock Option Agreement,
and with respect to a Nonqualified Stock Option by a signed written Nonqualified
Stock Option Agreement between the Corporation and the Optionee containing the
terms and conditions of the award.

         M. Conflict. In the event of any conflict between the terms of this
Plan and any employment agreement between the Corporation and an Optionee, the
terms of such employment agreement shall control. In the event of any conflict
between the terms of this PlaJa and any Option Agreement, the terms hereof shall
control.

                                   SECTION 10

                        AMENDMENT OR TERMINATION OF PLAN

         The Board of Directors may amend, alter, suspend, discontinue, or
terminate the Plan or any portion thereof at any time, provided, that no such
amendment, alteration, suspension, discontinuation or termination shall be made
without shareholder approval if such approval is necessary to comply with any
tax or regulatory requirement applicable to the Plan (including as necessary to
prevent the Corporation from being denied a tax deduction on account of Section
162(m) of the Code), and provided further, that any such amendment, alteration,
suspension, discontinuance or termination that would impair the rights of any
Optionee or any holder or beneficiary of any Option theretofore granted shall
not to that extent be effective without the consent of the affected Optionee,
holder or beneficiary. Except as otherwise provided herein, no amendment,
suspension or termination of the Plan shall alter or impair any Options
previously granted under the Plan, without the consent of the holder thereof.

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                                   SECTION 11
                           EFFECTIVENESS; TERM OF PLAN

                  The Plan is effective as of the Effective Date; provided, that
the effectiveness of the Plan and the validity and exercisability of any and all
Options granted pursuant to the Plan is contingent upon approval of the Plan by
the shareholders of the Company in a manner intended to comply with the
shareholder approval requirements of Sections 162(m) and 422(b)(i) of the Code.

                  The expiration date of the Plan, on and after which no Options
may be granted[ hereunder, shall be the day prior to the tenth anniversary of
the Effective Date; provided however that the administration of the Plan shall
continue in effect until all matters relating to Options previously granted
have been settled.



                                       14
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                     Amendment of the 2001 Stock Option Plan

         RESOLVED, that the Corporation's 2001 Stock Option Plan (the "Plan") is
hereby amended as follows:

         (i)      The number of common shares reserved for issuance under the
                  Plan is decreased from 336,410 to 250,000; and

         (ii)     The Plan is amended to provide that options may be granted
                  also to non-employee directors. To that end, the definition of
                  "Optionee" in Section 2 of the Plan is amended as to read as
                  follows:

         "Optionee" shall mean an Employee, Director or Consultant who is
granted an Option under the terms of this Plan."