EX-10.1
2000  STOCK  OPTION  PLAN

                        BEACON LIGHT HOLDING CORPORATION
                             1999 STOCK OPTION PLAN

1.     GRANT  OF  OPTIONS  GENERALLY.

     In  accordance  with  the  provisions  hereinafter  set forth in this stock
option  plan,  the  name  of  which is the BEACON LIGHT HOLDING CORPORATION 1999
STOCK  OPTION  PLAN  (the "Plan") , the Board of Directors (the "Board") or, the
Compensation  Committee  (the  "Stock Option Committee") of BEACON LIGHT HOLDING
CORPORATION  (the "Corporation") is hereby authorized to issue from time to time
on  the Corporation's behalf to any one or more Eligible Persons, as hereinafter
defined,  options  to acquire shares of the Corporation's $.001 par value common
stock  (the  "Stock")

2.     TYPE  OF  OPTIONS.

     The  Board  or  the  Stock Option Committee is authorized to issue options,
which meet the requirements of Section 422 of the Internal Revenue Code of 1986,
as  amended (the "Code"), which options are hereinafter referred to collectively
as  ISOs,  or  singularly  as an ISO. The Board or the Stock Option Committee is
also,  in its discretion, authorized to issue options, which are not ISOs, which
options  are  hereinafter  referred to collectively as NSOs, or singularly as an
NSO.  The  Board  or  the  Stock  Option  Committee  is also authorized, but not
obligated,  to  issue  "Reload  Options"  in accordance with Paragraph 8 herein,
which  options  are  hereinafter  referred to collectively as Reload Options, or
singularly  as  a  Reload  Option.  Except  where  the  context indicates to the
contrary,  the  term  "Option" or "Options" means ISOs, NSOs and Reload Options.

3.     AMOUNT  OF  STOCK.

     The  aggregate number of shares of Stock which may be purchased pursuant to
the  exercise of Options shall be 3,000,000 shares. Of this amount, the Board or
the  Stock  Option  Committee  shall  have  the power and authority to designate
whether any Options so issued shall be ISOs or NSOs, subject to the restrictions
on  ISOs  contained elsewhere herein.  If an Option ceases to be exercisable, in
whole  or  in part, the shares of Stock underlying such Option shall continue to
be  available  under this Plan. Further, if shares of Stock are delivered to the
Corporation  as  payment  for  shares  of  Stock purchased by the exercise of an
Options  granted  under  this Plan, such shares of Stock shall also be available
under  this  Plan.  If  there  is any change in the number of shares of Stock on
account  of  the  declaration  of stock dividends, recapitalization resulting in
stock  split-ups, or combinations or exchanges of shares of Stock, or otherwise,
the  number  of  shares  of  Stock  available  for purchase upon the exercise of
Options, the shares of Stock subject to any Option and the exercise price of any
outstanding  Option  shall  be  appropriately adjusted by the Board or the-Stock
Option  Committee.  The Board or the Stock Option Committee shall give notice of
any  adjustments  to each Eligible Person granted an Option under this Plan, and
such  adjustments  shall  be  effective and binding on all Eligible Persons.  If
because  of  one  or  more recapitalizations, reorganizations or other corporate
events,  the holders of outstanding Stock receive something other than shares of
Stock,  then,  upon exercise of an Option, the Eligible Person will receive what

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the  holder  would have owned if the holder had exercised the Option immediately
before  the  first  such  corporate  event  and  disposed of anything the holder
received  as  a  result  of  the  corporate  event.

4.     ELIGIBLE  PERSONS.

(a)     With  respect  to  ISO's an Eligible Person means any individual who has
been  employed  by the Corporation or by any subsidiary of the Corporation for a
continuous  period  of  at  least  sixty  (60)  days.

     (b)     With  respect  to  NSOs an Eligible Person means (i) any individual
who  has  been  employed  by  the  Corporation  or  by  any  subsidiary  of  the
Corporation,  for  a  continuous  period  of  at least sixty (60) days, (ii) any
director  of  the  Corporation  or  any  subsidiary of the Corporation (iii) any
member of the Corporation's advisory board member or of any of the Corporation's
subsidiaries,  or (iv) any consultant of the Corporation or by any subsidiary of
the  Corporation.

5.     GRANT  OF  OPTIONS.

     The  Board or the Stock Option Committee has the right to issue the Options
established  by  this  Plan  to  Eligible Persons. The Board or the Stock Option
Committee  shall follow the procedures prescribed for it elsewhere in this Plan.
A  grant  of  Options  shal1  be  set forth in a writing signed on behalf of the
Corporation  or  by a majority of the members of the Stock Option Committee. The
writing  shall identify whether the Option being granted is an ISO or an NSO and
shall  set  forth  the  terms,  which  govern  the  Option.  The  terms shall be
determined  by  the  Board or the Stock Option Committee, and may include, among
other  terms, the number of shares of Stock that may be acquired pursuant to the
exercise of the Options, when the Options may be exercised, the period for which
the  Option  is  granted  and  including  the expiration date, the effect on the
Options  of  the  Eligible Person terminates employment and whether the Eligible
Person  may  deliver  shares  of  Stock  to  pay  for  the shares of Stock to be
purchased  by the exercise of the Option. However, no term shall be set forth in
the  writing which is inconsistent with any of the terms of this Plan. The terms
of  an  Option  granted  to  an  Eligible Person may differ from the terms of an
Option  granted  to  another Eligible Person, and may offer form the terms of an
earlier  Option  granted  to  the  same  Eligible  Person.

6.     OPTION  PRICE.

     The  option  price  per share shall be determined by the Board or the Stock
Option  Committee  at the time any Option is granted, and shall be not less than
(i)  in  the  case  of an ISO, the fair market value, (ii) in the case of an ISO
granted  to a ten percent or greater stockholder, 110% of the fair market value,
or  (iii) in the case of an NSO, not less than 75% of the fair market value (but
in  no  event  less  than  the  par value) of one share of Stock on the date the
Option  is  granted,  as  determined by the Board or the Stock Option Committee.
Fair  market  value  as  used  herein  shall  be:

     (a)     If   shares  of   Stock   shall  be   traded  on   an  exchange  or
over-the-counter  market,  the  closing  price  or the closing bid price of such
Stock  on such exchange or over-the-counter market on which such shares shall be
traded on that date, or if such exchange or over-the-counter market is closed or
if no shares shall have traded on such date, on the last preceding date on which
such shares shall have traded, or such other value as determined by the Board or
the  Stock  Option  Committee  of  the  Corporation.




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     (b)     If  shares  of  Stock  shall  not  be  traded  on  an  exchange  or
over-the-counter  market,  the  value  as  determined  by the Board or the Stock
Option  Committee  of  the  Corporation.

7.     PURCHASE  OF  SHARES.

     An  Option  shall be exercised by the tender to the Corporation of the full
purchase  price  of  the Stock with respect to which the Option is exercised and
written  notice  of  the  exercise.  The purchase price of the Stock shall be in
United  States  dollars,  payable  in  cash  or  by  check,  or  in  property or
Corporation  stock  or Options, if so permitted by the Board or the Stock Option
Committee  in  accordance  with  the  discretion  granted in Paragraph 5 hereof,
having  a  value  equal  to  such  purchase  price. The Corporation shall not be
required to issue or deliver any certificates for shares of Stock purchased upon
the  exercise  of  an  Option  prior to (i) if requested by the Corporation, the
filing  with  the  Corporation  by  the  Eligible  Person of a representation in
writing  that  it  is the Eligible Persons then present intention to acquire the
Stock  being  purchased  for  investment  and  not  for  resale, and/or (ii) the
completion  of  any registration or other qualification of such shares under any
government  regulatory  body,  which  the  Corporation  shall  determine  to  be
necessary  or  advisable.

8.     GRANT  OF  RELOAD  OPTIONS

     In  granting  an  Option  under  this  Plan,  the Board or the Stock Option
Committee  may, but shall not be obligated to include, a Reload Option provision
therein,  subject  to the provisions set forth in Paragraphs 20 and 21 herein. A
Reload  Option  provision provides that if the Eligible Person pays the exercise
price  of  shares  of  Stock  to  be purchased by the exercise of an ISO, NSO or
another  Reload  Option (the "Original Option") by delivering to the Corporation
shares  of  Stock  already owned by the Eligible Person (the "Tendered Shares"),
the Eligible Person shall receive a Reload Option which shall be a new Option to
purchase  shares  of Stock equal in number to the tendered shares.  The terms of
any Reload Option shall be determined by the Board or the Stock Option Committee
consistent  with  the  provisions  of  this  Plan.

9.     STOCK  OPTION  COMMITTEE

     The Stock Option Committee may be appointed from time to time by the Board.
The  Board may from time to time remove members from or add members to the Stock
Option  Committee.  The  Stock  Option  Committee  shall be constituted so as to
permit  the  Plan  to  comply  in  all respects with the provisions set forth in
Paragraph  20 herein. The members of the Stock Option Committee may elect one to
its  members as its chairman. The Stock Option Committee shall hold its meetings
at such time and places as its chairman shall determine. A majority of the Stock
Option  Committee's  members present in person shall constitute a quorum for the
transaction  of  business. All determinations of the Stock Option Committee will
be made by the majority vote of the members constituting the quorum. The members
may  participate  in  a  meeting  of  the  Stock  Option Committee by conference
telephone  or  similar  communications  equipment  by means of which all members
participating  in the meeting can hear each other. Participation in a meeting in
that  manner  will constitute presence in person at the meeting. Any decision or
determination  reduced  to writing and signed by all members of the Stock Option
Committee  will  be  effective  as if it had been made by a majority vote of all
members  of  the  Stock  Option  Committee at a meeting which is duly called and
held.





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10.     ADMINISTRATION  OF  PLAN

     In  addition to granting Options and to exercising the authority granted to
it  elsewhere  in  this Plan, the Board or the Stock Option Committee is granted
the  full  right  and authority to interpret and construe the provisions of this
Plan,  promulgate,  amend  and  rescind  rules  and  procedures  relating to the
implementation  of  the  Plan  and to make all other determinations necessary or
advisable  for  the  administration  of  the Plan, consistent, however, with the
intent  of  the Corporation that Options granted or awarded pursuant to the Plan
comply  with  the  provisions  of Paragraph 20 and 21 herein. All determinations
made  by  the  Board  or  the Stock Option Committee shall be final, binding and
conclusive on all persons including the Eligible Person, the Corporation and its
stockholders,  employees,  officers  and directors and consultants. No member of
the  Board  or the Stock Option Committee will be liable for any act or omission
in  connection with the administration of this Plan unless it is attributable to
that  member's  willful  misconduct.

11.     PROVISIONS  APPLICABLE  TO  ISOs.

     The  following  provisions  shall apply to all ISOs granted by the Board or
the  Stock  Option  Committee and are incorporated by reference into any writing
granting  an  ISO:

     (a)     An  ISO  may  only  be  granted within ten (10) years from June 29,
1999,  the  date  that  this  Plan  was  originally  adopted  by  the  Board.

     (b)     An  ISO may not be exercised after the expiration of ten (10) years
from  the  date  the  ISO  is  granted.

     (c)     The  option price may not be less than the fair market value of the
Stock  at  the  time  the  ISO  is  granted.

     (d)     An  ISO  is  not  transferable by the Eligible Person to whom it is
granted  except  by  will,  or  the  laws  of  descent  and distribution, and is
exercisable  during  his  or  her  lifetime  only  by  the  Eligible  Person.

     (e)     If  the  Eligible  Person receiving the ISO owns at the time of the
grant  stock possessing more than ten (10%) percent of the total combined voting
power  of  all  classes of stock of the employer corporation or of its parent or
subsidiary  corporation  (as  those  terms  are  defined in the Code) , then the
option  price  shall be at least 110% of the fair market value of the Stock, and
the ISO shall not be exercisable after the expiration of five (5) years from the
date  the  ISO  is  granted.

     (f)     Even  if  the  shares of Stock which are issued upon exercise of an
ISO are sold within one year following the exercise of such ISO so that the sale
constitutes  a  disqualifying  disposition  for ISO treatment under the Code, no
provision  of  this  Plan  shall  be  construed  as  prohibiting  such  a  sale.

     (g)     This  Plan  was  adopted  by  the  Corporation on June 29, 1999, by
virtue  of  its  approval  by  the  Board.  Approval  by the stockholders of the
Corporation  is  to  occur  as  soon  as  practicable.

12.     DETERMINATION  OF  FAIR  MARKET  VALUE

     In  granting  ISOs under this Plan, the Board or the Stock Option Committee
shall  make  a good faith determination as to the fair market value of the Stock
at  the  time  of  granting  the  ISO.



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13.     RESTRICTIONS  ON  ISSUANCE  OF  STOCK

     The Corporation shall not be obligated to sell or issue any shares of Stock
pursuant to the exercise of an Option unless the Stock with respect to which the
Option  is being exercised is at that time effectively registered or exempt from
registration  under  the  Securities  Act  of  1933,  as  amended, and any other
applicable  laws,  rules  and  regulations.  The  Corporation  may condition the
exercise  of  an  Option  granted  in  accordance herewith upon receipt from the
Eligible  Person,  or  any  other purchaser thereof, of a written representation
that  at  the  time  of such exercise it is his or her then present intention to
acquire  the  shares of Stock for investment and not with a view to, or for sale
in  connection  with,  any  distribution  thereof; except that, in the case of a
legal  representative  of an Eligible Person, "distribution" shall be defined to
exclude  distribution  by  will  or  under the laws of descent and distribution.
Prior  to issuing any shares of Stock pursuant to the exercise of an Option, the
Corporation  shall  take  such  steps  as  it  deems  necessary  to  satisfy any
withholding  tax  obligations  imposed  upon  it  by  any  level  of government.

14.     EXERCISE  IN  THE  EVENT  OF  DEATH  OR  TERMINATION  OF  TRANSFEREE

(a)     If  an  optionee  shall  die  while  an employee of the Corporation or a
Subsidiary  or  within three months after termination of his employment with the
Corporation  or  a  Subsidiary  because  of  his  disability,  or  retirement or
otherwise,  his  Options may be exercised, to the extent that the optionee shall
have  been  entitled  to  do  so on the date of his death or such termination of
employment  by  the  person  or  persons to whom the optionee's rights under the
Option  pass  by will or applicable law, or if no such person has such right, by
his  executors  or  administrators,  at any time, or from time to time.   In the
event  of  termination  of  employment because of his death while an employee or
because  of  disability,  his  Options  may  be  exercised  not  later  than the
expiration date specified in Paragraph 5 or one year after the optionee's death,
     whichever  date  is  earlier,  or in the event of termination of employment
because of retirement or otherwise, not later than the expiration date specified
in  Paragraph 5 hereof or one year after the optionee's death, whichever date is
earlier.

(b)     If  an  optionee's  employment  by the Corporation or a Subsidiary shall
terminate  because  of  his disability and such optionee has not died within the
following three months, he may exercise his Options, to the extent that he shall
     have  been  entitled  to  do  so  at  the  date  of  the termination of his
employment, at any time, or from time to time, but not later than the expiration
date  specified  in  Paragraph  5  hereof  or  one  year  after  termination  of
employment,  whichever  date  is  earlier.

     (c)     If  an  optionee's  employment  shall  terminate  by  reason of his
retirement  in  accordance with the terms of the (c) If an optionee's employment
shall  terminate by reason of his retirement in accordance with the terms of the
Corporation's  retirement  plans  or  with the consent of the Board or the Stock
Option  Committee or involuntarily other than by termination for cause, and such
optionee  had  not  died  within the following three months, he may exercise his
Option  to  the  extent  he shall have been entitled to do so at the date of the
termination  of his employment, at any time and from time to time, but not later
than  the  expiration  date  specified  in  Paragraph  5  hereof.

     (d)     If an optionee's employment shall terminate for cause, all right to
exercise  his  Options  shall  terminate  at  the  date  of  such termination of
employment.




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15.     CORPORATE  EVENTS

     In the event of the proposed dissolution or liquidation of the Corporation,
a  proposed sale of all or substantially all of the assets of the Corporation, a
merger  or  tender  for the Corporation's shares of Common Stock the Board shall
declare that each Option granted under this Plan shall terminate as of a date to
be  fixed  by  the  Board;  provided that not less than thirty (30) days written
notice  of  the  date so fixed shall be given to each Eligible Person holding an
Option, and each such Eligible Person shall have the right, during the period of
thirty (30) days preceding such termination, to exercise his Option as to all or
any part of the shares of Stock covered thereby, including shares of Stock as to
which  such  Option would not otherwise be exercisable. Nothing set forth herein
shall  extend  the  term set for purchasing the shares of Stock set forth in the
Option.

16.     NO  GUARANTEE  OF  EMPLOYMENT

     Nothing  in this Plan or in any writing granting an Option will confer upon
any Eligible Person the right to continue in the employ of the Eligible Person's
employer,  or  will  interfere  with  or  restrict  in  any way the right of the
Eligible Person's employer to discharge such Eligible Person at any time for any
reason  whatsoever,  with  or  without  cause.

17.     NONTRANSFERABILITY

     No  Option  granted under the Plan shall be transferable other than by will
or by the laws of descent and distribution. During the lifetime of the optionee,
an  Option  shall  be  exercisable  only  by  him.

18.     NO  RIGHTS  AS  STOCKHOLDER

     No  optionee  shall  have  any  rights as a stockholder with respect to any
shares  subject  to  his  Option  prior  to  the  date  of  issuance to him of a
certificate  or  certificates  for  such  shares.

19.     AMENDMENT  AND  DISCONTINUANCE  OF  PLAN

     The Board may amend, suspend or discontinue this Plan at any time. However,
no  such  action  may  prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this Plan
which  has  the effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to Paragraph 3 herein), or
(b) changing the definition of Eligible Person under this Plan, may be effective
unless  and until approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Board is authorized to
seek  the  approval  of  the Corporation's stockholders for any other changes it
proposes  to  make  to this Plan which require such approval, however, the Board
may  modify  the  Plan  as  necessary, to effectuate the intent of the Plan as a
result  of  any  changes  in the tax, accounting or securities laws treatment of
Eligible  Persons  and  the  Plan,  subject  to the provisions set forth in this
Paragraph  19,  and  Paragraphs  20  and  21.

20     COMPLIANCE  WITH  RULE  l6B-3

     This  Plan  is  intended  to  comply in all respects with Rule 16b-3 ("Rule
16b-3")  promulgated  by  the  Securities  and  Exchange  Commission  under  the
Securities  Exchange  Act of 1934, as amended (the "Exchange Act"), with respect
to  participants  who  are  subject  to  Section 16 of the Exchange Act, and any
provision(s)  herein that is/are contrary to Rule 16b-3 shall be deemed null and
void  to  the  extent  appropriate  by  either the Stock Option Committee or the
Board.
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21.     COMPLIANCE  WITH  CODE

     The  aspects  of  this Plan on ISOs are intended to comply in every respect
with  Section 422 of the Code and the regulations promulgated thereunder. In the
event  any  future  statute or regulation shall modify the existing stature, the
aspects  of  this  Plan on ISOs shall be deemed to incorporate by reference such
modification. Any stock option agreement relating to any Option granted pursuant
to  this  Plan  outstanding and unexercised at the time any modifying statute or
regulation  becomes  effective  shall also be deemed to incorporate by reference
such  modification  and  no  notice  of  such  modification  need to be given to
optionee.

     If  any  provision  of  the  aspects  of this Plan on ISOs is determined to
disqualify  the  shares  purchasable  pursuant to the Options granted under this
Plan from the special tax treatment provided by Code Section 422, such provision
shall  be  deemed null and void and to incorporate by reference the modification
required  to  qualify  the  shares  for  said  tax  treatment.

22.     COMPLIANCE  WITH  OTHER  LAWS  AND  REGULATIONS

     The  Plan, the grant and exercise of Options thereunder, and the obligation
of  the  Corporation  to  sell  and  deliver  Stock under such options, shall be
subject  to all applicable federal and state laws, rules, and regulations and to
such  approvals  by  any government or regulatory agency as may be required. The
Corporation  shall  not  be  required  to  issue or deliver any certificates for
shares of Stock prior to (a) the listing of such shares on any stock exchange or
over-the-counter  market  on  which  the  Stock  may  then be fisted and (b) the
completion of any registration or qualification of such shares under any federal
or  state  law,  or  any  ruling  or regulation of any government body which the
Corporation  shall,  in  its  sole  discretion,  determine  to  be  necessary or
advisable.  Moreover,  no option may be exercised if its exercise or the receipt
of  Stock  pursuant  thereto  would  be  contrary  to  applicable  laws.

23.     DISPOSITION  OF  SHARES.

     In  the  event  any  share  of  Stock  acquired by an exercise of an Option
granted  under  the Plan shall be transferable other than by will or by the laws
of descent and distribution within two years of the date such Option was granted
or  within  one year after the transfer of such Stock pursuant to such exercise,
the  optionee shall give prompt written notice thereof to the Corporation or the
Stock  Option  Committee.

24.     NAME.

     The  Plan  shall  be  known  as  the "Beacon Light 1999 Stock Option Plan."

25.     NOTICES

     Any notice hereunder shall be in writing and sent by certified mail, return
receipt  requested  or  by  facsimile  transmission  (with electronic or written
confirmation  of receipt) and when addressed to the Corporation shall be sent to
it at its office, 100 Pearl Street - 14th Floor, Hartford, Connecticut 06103 and
when  addressed  to  the  Committee shall be sent to it, 100 Pearl Street - 14th
Floor,  Hartford,  Connecticut  06103,  subject  to the right of either party to
designate  at any time hereafter in writing some other address, facsimile number
or  person  to  whose  attention  such  notice  shall  be  sent.





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26.     HEADINGS

     The  headings  preceding  the text of Sections and subparagraphs hereof are
inserted solely for convenience of reference, and shall not constitute a part of
this  Plan  nor  shall  they  affect  its  meaning,  construction  or  effect.

27.     EFFECTIVE  DATE

     The Plan, was adopted by the Board on November 22, 1999. The effective date
of  the  Plan  shall  be  the  same  date.


Dated  as  of  November  22,  1999


BEACON  LIGHT  HOLDING  CORPORATION


By:/s/  Jerry  Gruenbaum
   ---------------------
Jerry  Gruenbaum
Its  President





































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