EXHIBIT 4.1


                         FORM OF STOCK OPTION AGREEMENT

         AGREEMENT  made as of this 29th day of April 2002 (the "Date of Grant")
between INTERLOCK SERVICES,  INC. (D/B/A NEW YORK INTERNATIONAL COMMERCE GROUP),
a Nevada corporation (the "Company"), and _________________ (the "Optionee").

                              W I T N E S S E T H:

         WHEREAS,  the  Company  wishes  to reward  the  Optionee  for  services
performed on behalf of the Company as a member of the board of directors  during
fiscal year ended December 31, 2002 (the "Services") by awarding,  in accordance
with its 2002 Stock  Incentive  Plan (the  "Plan"),  options  to acquire  common
stock,  par value $.001 per share,  of the Company  (hereinafter  referred to as
"Common Stock");

         NOW, THEREFORE, for and in consideration of the mutual covenants herein
set  forth  and other  good and  valuable  consideration,  the  Company  and the
Optionee hereby agree as follows:

         1. Confirmation of Grant of Option.  Pursuant to a determination by the
Committee,  the  Company,  subject to the terms of the Plan and this  Agreement,
hereby grants to the Optionee, in full compensation for the Services,  the right
to purchase  (the  "Option")  an aggregate  of 300,000  shares of Common  Stock,
subject to  adjustment  as  provided  in the Plan  (such  shares,  as  adjusted,
hereinafter  being referred to as the  "Shares").  The Option is not intended to
qualify as an incentive  stock option under Section 422 of the Internal  Revenue
Code of 1986, as amended (the "Code"), and accordingly, the Optionee is urged to
consult with its individual tax advisor prior to exercising the Option since the
exercise  of the Option may result in adverse  tax  consequences  including  the
payment of additional federal and/or state income taxes.

         2. Purchase Price. The purchase price of shares of Common Stock covered
by the Option will be $0.13 per share,  subject to adjustment as provided in the
Plan.

         3.  Exercise of Option.  Subject to all of the terms and  conditions of
this Agreement and the Plan, the right to purchase shares under the Option shall
vest  as to all of the  Shares  as of the  Date  of  Grant.  The  Option  may be
exercised pursuant to the provisions of this Section 3, by notice and payment to
the Company as provided in Sections 8 and 14 hereof.

         4. Term of Option.  The term of the Option shall be the period from the
Date  of  Grant  until  April  28,  2007  (subject  to  earlier  termination  or
cancellation as provided in this Agreement),  at which date this Option,  to the
extent  unexercised,  shall expire.  The holder of the Option shall not have any
rights to  dividends or any other  rights of a  stockholder  with respect to any
shares of Common  Stock  subject to the Option until such shares shall have been
issued to him (as evidenced by the appropriate entry on the books of the Company
or a duly  authorized  transfer agent of the Company)  provided that the date of
issuance shall not be earlier than the date this Option is exercised and payment
of the full purchase  price of the shares of Common Stock (with respect to which
this Option is exercised) is made to the Company.


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         5.  Non-transferability  of Option.  The Option  shall not be assigned,
transferred or otherwise disposed of, or pledged or hypothecated in any way, and
shall not be subject to execution, attachment or other process, except as may be
provided in the Plan. Any assignment,  transfer, pledge,  hypothecation or other
disposition of the Option  attempted  contrary to the provisions of the Plan, or
any levy of execution,  attachment or other process  attempted  upon the Option,
will be null  and  void  and  without  effect.  Any  attempt  to make  any  such
assignment,  transfer, pledge,  hypothecation or other disposition of the Option
will cause the Option to terminate  immediately  upon the  happening of any such
event;  provided,  however,  that any such  termination  of the Option under the
foregoing provisions of this Section 5 will not prejudice any rights or remedies
which the Company or any Parent or Subsidiary  may have under this  Agreement or
otherwise.

         6. Exercise Upon Cessation of Directorship. If the Optionee at any time
ceases to be a director of the Company and of any Parent or Subsidiary by reason
of his removal by the board of directors of the Company (the "Board"),  then the
Option  shall,  at the time of such removal,  terminate  and the Optionee  shall
forfeit all rights hereunder.  If, however, the Optionee ceases to be a director
for any reason other than as provided in the preceding sentence, the Option may,
subject to the  provisions of Section 5 hereof,  be exercised by the Optionee to
the same extent the Optionee  would have been entitled under Section 3 hereof to
exercise  the Option  immediately  prior to such  cessation,  at any time within
three (3) months after such cessation, at the end of which period the Option, to
the extent not then  exercised,  shall  terminate and the Optionee shall forfeit
all rights hereunder, even if the Optionee subsequently returns as a director of
the Company or any Parent or Subsidiary. In no event, however, may the Option be
exercised after the expiration of the term provided in Section 4 hereof.

         7.  Registration.  At the time of issuance,  the shares of Common Stock
subject hereto and issuable upon the exercise hereof may not be registered under
the Securities Act of 1933, as amended (the "Securities  Act"), and, if required
upon  the  request  of  counsel  to  the  Company,  the  Optionee  will  give  a
representation  as to his investment intent with respect to such shares prior to
their  issuance as set forth in Section 8 hereof.  The  Company may  register or
qualify the shares  covered by the Option for sale  pursuant  to the  Securities
Act,  at any  time  prior to or after  the  exercise  in whole or in part of the
Option.

         8.  Method  of  Exercise  of  Option.  (a)  Subject  to the  terms  and
conditions of this  Agreement,  the Option shall be exercisable by notice in the
manner set forth in Exhibit A hereto (the "Notice") and provision for payment to
the Company in accordance with the procedure prescribed herein. Each such Notice
shall:

                (i) state the  election to exercise the Option and the number of
Shares with respect to which it is being exercised;

                (ii) contain a  representation  and  agreement as to  investment
intent,  if required by counsel to the Company with respect to such Shares, in a
form satisfactory to counsel to the Company;

                (iii)  reaffirm the release  provisions  contained in Section 14
hereof as true and correct as of the exercise date of the Option;



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<PAGE>

                (iv) be signed by the Optionee or the person or persons entitled
to exercise  the Option and, if the Option is being  exercised  by any person or
persons  other than the  Optionee,  be  accompanied  by proof,  satisfactory  to
counsel to the Company, of the right of such other person or persons to exercise
the Option;

                (v) include payment of the full purchase price for the shares of
Common Stock to be purchased pursuant to such exercise of the Option; and

                (vi) be  received  by the  Company  on or before the date of the
expiration  of this Option.  In the event the date of  expiration of this Option
falls on a day which is not a regular  business day at the  Company's  executive
office,  then such  written  Notice must be received at such office on or before
the last regular business day prior to such date of expiration.

            (b) Payment of the purchase price of any shares of Common Stock,  in
respect of which the Option shall be exercised, shall be made by the Optionee or
such  person or persons at the place  specified  by the  Company on the date the
Notice is received by the Company (i) by  delivering  to the Company a certified
or bank cashier's check payable to the order of the Company or (ii) if consented
to by the Company in writing,  by  delivering to the Company  properly  endorsed
certificates  of shares  of Common  Stock  (or  certificates  accompanied  by an
appropriate  stock power) with signature  guaranties by a bank or trust company,
or (iii) if  consented to by the Company in writing,  by a concurrent  sale of a
portion of the shares of Common  Stock to be acquired  upon the exercise of this
Option to the extent  permitted  upon  delivery  by the  Optionee  of a properly
executed notice, together with a copy of the Optionee's irrevocable instructions
to a broker acceptable to the Company to sell all or a portion of such shares of
Common  Stock and  deliver  promptly  to the  Company the amount of sale or loan
proceeds  sufficient to pay such exercise price;  provided,  that, in connection
therewith, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms, or (iv) by entering into a binding  obligation with
the  Company  (such  as a  promissory  note)  to pay the  purchase  price to the
Company,  or (v) by  any  combination  of the  foregoing.  For  purposes  of the
immediately  preceding  sentence,  an exercise  effected by the tender of Common
Stock (or  deemed to be  effected  by the  tender of Common  Stock)  may only be
consummated  with  Common  Stock  held by the  Optionee  for a period of six (6)
months.

            (c) The Option shall be deemed to have been  exercised  with respect
to any  particular  shares  of  Common  Stock  if,  and only if,  the  preceding
provisions  of this Section 8 and the  provisions of Section 9 hereof shall have
been  complied  with,  in which  event the  Option  shall be deemed to have been
exercised  on the date the Notice  and  related  payment  were  received  by the
Company. Anything in this Agreement to the contrary notwithstanding,  any Notice
given  pursuant  to the  provisions  of this  Section  8 shall be void and of no
effect if all of the preceding  provisions of this Section 8 and the  provisions
of Section 9 shall not have been complied with.

            (d) The certificate or certificates for shares of Common Stock as to
which  the  Option  shall be  exercised  will be  registered  in the name of the
Optionee (or in the name of the  Optionee's  estate or other  beneficiary if the
Option is exercised after the Optionee's  death),  or if the Option is exercised
by the  Optionee and if the  Optionee so requests in the notice  exercising  the
Option,  will be  registered  in the name of the  Optionee  and  another  person
jointly,  with right of survivorship  and will be delivered as soon as practical
after the date the  Notice  is  received  by the Company


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<PAGE>

(accompanied  by full payment of the exercise  price),  but only upon compliance
with all of the provisions of this Agreement.

            (e) If the Optionee  fails to accept  delivery of and pay for all or
any part of the number of Shares specified in such Notice, his right to exercise
the Option with respect to such undelivered Shares may be terminated in the sole
discretion of the  Committee.  The Option may be exercised  only with respect to
full Shares.

            (f) The  Company  shall  not be  required  to issue or  deliver  any
certificate or  certificates  for shares of its Common Stock  purchased upon the
exercise of any part of the Option prior to the payment to the Company, upon its
demand, of any amount requested by the Company for the purpose of satisfying its
liability, if any, to withhold federal, state or local income or earnings tax or
any other applicable tax or assessment (plus interest or penalties  thereon,  if
any,  caused  by a delay in  making  such  payment)  incurred  by  reason of the
exercise of this Option or the transfer of shares thereupon.  Such payment shall
be made by the Optionee in cash or, with the written consent of the Company,  by
tendering to the Company  shares of Common Stock equal in value to the amount of
the required  withholding.  In the alternative,  the Company may, at its option,
satisfy such  withholding  requirements by withholding from the shares of Common
Stock to be delivered  to the  Optionee  pursuant to an exercise of the Option a
number of shares of Common  Stock  equal in value to the amount of the  required
withholding.

         9. Approval of Counsel. The exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by  the  Company's  counsel  of  all  legal  matters  in  connection  therewith,
including,  but  not  limited  to,  compliance  with  the  requirements  of  the
Securities  Act and the  Securities  Exchange Act of 1934,  as amended,  and the
rules and regulations thereunder,  and the requirements of any stock exchange or
automated  trading  medium  upon  which the  Common  Stock may then be listed or
traded.

         10.  Resale of Common Stock.  (a) If so requested by the Company,  upon
any sale or transfer of the Common Stock  purchased  upon exercise of the Option
(subject to the provisions of Section 10(c) hereof),  the Optionee shall deliver
to the Company an opinion of counsel  satisfactory  to the Company to the effect
that either (i) the Common Stock to be sold or transferred  has been  registered
under  the  Securities  Act and that  there is in  effect a  current  prospectus
meeting the  requirements  of Section 10(a) of Securities  Act which is being or
will be delivered  to the  purchaser  or  transferee  at or prior to the time of
delivery  of  the  certificates  evidencing  the  Common  Stock  to be  sold  or
transferred, or (ii) such Common Stock may then be sold pursuant to an exemption
from  registration  requirements  or otherwise  without  violating  Section 5 of
Securities Act.

            (b) The Common Stock  issued upon  exercise of the Option shall bear
the following (or similar) legend if required by counsel for the Company:

         THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT BEEN
         REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE
         SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I)
         REGISTERED  UNDER  SECURITIES ACT AND UNDER  APPLICABLE  STATE
         SECURITIES  LAWS OR (II)  INTERLOCK  SERVICES,  INC., A NEVADA


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         CORPORATION (THE "COMPANY"),  SHALL HAVE RECEIVED FROM COUNSEL
         REASONABLY  ACCEPTABLE  TO THE COMPANY,  AN OPINION,  IN FORM,
         SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, THAT
         REGISTRATION OF SUCH SHARES UNDER THE SECURITIES ACT AND UNDER
         THE  PROVISIONS OF  APPLICABLE  STATE  SECURITIES  LAWS IS NOT
         REQUIRED.

            (c) The Optionee  hereby agrees that, if so requested by the Company
or any  representatives  of the  underwriters  (the "Managing  Underwriter")  in
connection  with any  registration  of the  offering  of any  securities  of the
Company  under the  Securities  Act,  the  Optionee  shall not sell or otherwise
transfer any shares of Common Stock or other  securities  of the Company  during
the six (6) month  period (or such longer or shorter  period as may be requested
in writing by the Managing Underwriter and agreed to in writing by the Company )
(the "Market  Standoff  Period")  following the effective date of a registration
statement of the Company filed under the Securities Act. Such registration shall
apply  only  to the  first  registration  statement  of the  Company  to  become
effective under the Securities Act that includes securities to be sold on behalf
of the  Company  to the  public in an  underwritten  public  offering  under the
Securities Act. The Company may impose  stop-transfer  instructions with respect
to securities subject to the foregoing restrictions until the end of such Market
Standoff Period.

         11.  Reservation  of Shares.  The Company shall at all times during the
term of the  Option  reserve  and keep  available  such  number of shares of the
Common  Stock  as  will  be  sufficient  to  satisfy  the  requirements  of this
Agreement.

         12.   Limitation   of  Action.   The  Optionee  and  the  Company  each
acknowledges  that every right of action  accruing to him or it, as the case may
be, and arising out of or in connection with this Agreement  against the Company
or a Parent or  Subsidiary,  on the one hand,  or against the  Optionee,  on the
other  hand,  shall,  irrespective  of the place where an action may be brought,
cease and be barred by the expiration of three years from the date of the act or
omission in respect of which such right of action arises.

         13. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person, by recognized overnight courier or by certified mail to
the proper  address.  All  notices  to the  Company  or the  Committee  shall be
addressed  to them at Interlock  Services,  Inc.  (a/k/a New York  International
Commerce Group,  Inc.), 75 Airpark Drive,  Unit 77,  Ronkonkoma,  New York 11779
(Attn: Chief Executive  Officer),  or to such other address as may be designated
for such  purpose by the Company from time to time by notice given in the manner
herein provided.  All notices to the Optionee shall be addressed to the Optionee
or such other  person or  persons at the  Optionee's  address  above  specified.
Anyone to whom a notice may be given under this  Agreement  may  designate a new
address by notice to that effect.

         14. Benefits of Agreement. This Agreement shall inure to the benefit of
the Company, the Optionee and their respective heirs, executors, administrators,
personal representatives, successors and assigns.

         15. Severability.  In the event that any one or more provisions of this
Agreement  shall be deemed to be illegal or  unenforceable,  such  illegality or
unenforceability  shall  not  affect  the


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<PAGE>

validity and  enforceability  of the remaining legal and enforceable  provisions
hereof,  which shall be construed as if such illegal or unenforceable  provision
or provisions had not been inserted.  If one or more of the provisions contained
in this  Agreement  is held to be  excessively  broad as to  duration,  scope or
subject,  such  provisions  will  be  construed  by  limiting  them  so as to be
enforceable to the maximum extent compatible with applicable law.

         16.  Governing  Law. This  Agreement  will be construed and governed in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflicts of law rules thereof.

         17. Definitions. Unless otherwise defined herein, all capitalized terms
used in this Agreement shall have the same  definitions as set forth in the Plan
or any then-effective consulting agreement between the Company and the Optionee;
provided that in the event of any conflict between the definitions  contained in
the Plan or any such then-effective  consulting  agreement,  the definitions set
forth in such consulting agreement shall control.

         18.  Acknowledgment of Optionee.  The Optionee  represents and warrants
that as of the Date of Grant of the Option,  he does not own (within the meaning
of Section  422(b)(6) of the Code) shares  possessing more than 10% of the total
combined  voting  power of all classes of shares of the Company or of any Parent
or Subsidiary.

         19. Incorporation of Recitals. The recitals contained in this Agreement
are hereby incorporated and made a part of this Agreement; it being acknowledged
and agreed by the parties hereto that the Company,  in granting the Option,  has
relied upon (and it is of the essence of this Agreement) that the Optionee is an
independent   contractor   and  accepts   the  Options  in  full  and   complete
consideration for the Services.

         20. Incorporation of Terms of Plan. This Agreement shall be interpreted
under,  and subject to, all of the terms and  provisions of the Plan,  which are
incorporated  herein by  reference.  In the event of any  conflict  between  the
provisions  of this  Agreement  and the express  requirements  of the Plan,  the
requirements  of the Plan shall  control.  This  Agreement and the Plan together
constitute  the  entire  understanding  between  the  Optionee  and the  Company
regarding the Option,  and any prior  agreements,  commitments  or  negotiations
concerning the Option are hereby superseded.  No provision of this Option may be
amended,  modified  or waived,  except in writing  signed by all of the  parties
hereto.

         21. Entire Agreement.  This Agreement  contains the entire agreement of
the parties,  and supersedes all prior  agreements and  understandings,  oral or
otherwise,  between  the  parties,  with  respect to the  granting of Options to
Optionee and other matters contained herein

                           [SIGNATURE PAGE TO FOLLOW]



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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
Date of Grant set forth above.

                                            INTERLOCK SERVICES, INC.



                                            By:_________________________________
                                               Name:
                                               Title:



                                               _________________________________
                                               Optionee Name:

                                               Address: ________________________

                                               _________________________________

                                               _________________________________

                                               _________________________________
                                               Social Security Number





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<PAGE>

                                                                       EXHIBIT A


                           STOCK OPTION EXERCISE FORM

                                                            __________ ___, 20__

Interlock Services, Inc.


Attn:  Board of Directors

Dear Sirs:

         Pursuant to the provisions of the Stock Option  Agreement dated _______
____,  2002 (the  "Agreement"),  whereby  you have  granted to me an Option (the
"Option") to purchase up to  __________  shares of the Common Stock of Interlock
Services,   Inc.  a/k/a  New  York  International   Commerce  Group,  Inc.  (the
"Company"),  subject to the terms of the  Agreement,  I hereby notify you that I
elect to exercise my option to purchase  ________ of the shares of Common  Stock
covered by such Option at the $____ per share price specified  therein.  In full
payment of the price for the shares being purchased  hereby,  I am delivering to
you herewith (i) certified or bank  cashier's  check payable to the order of the
Company in the amount of  $____________,1  or (ii) a certificate or certificates
for _______ shares of Common Stock of the Company,  and which have a fair market
value as of the date hereof of $___________,  [and a certified or bank cashier's
check,   payable   to  the   order   of  the   Company,   in   the   amount   of
$________________].2 Any such stock certificate or certificates are endorsed, or
accompanied by an appropriate stock power, to the order of the Company,  with my
signature  guaranteed  by a bank or trust company or by a member firm of the New
York Stock Exchange.  I hereby acknowledge that I am purchasing these shares for
investment purposes only and not for resale in violation of any federal or state
securities laws.

                                          Very truly yours,

                                          ___________________________

                                          ___________________________
                                          ___________________________
                                          (Address    for    notices,
                                          reports,   dividend  checks
                                          and other communications to
                                          stockholders.)

--------

1        $____________  of this amount is the purchase price of the shares,  and
         the balance represents payment of withholding taxes as follows: Federal
         $____________, State $___________ and Local $___________

2        $___________  of this amount is at least  equal to the  current  market
         value of one  share of Common  Stock of the  Company,  and the  balance
         represents   payment  of   withholding   taxes  as   follows:   Federal
         $___________, State $___________ and Local $___________.