EXHIBIT 10.81



                                  STOCK OPTION

                                   GRANTED BY

                                  DYNAGEN, INC.
                       (hereinafter called the "Company")

                                       TO


                                C. ROBERT CUSICK
                        (hereinafter called the "Holder")


         For valuable consideration, the receipt of which is hereby
acknowledged, the Company hereby grants to the Holder the following option:

         FIRST: Subject to the terms and conditions hereinafter set forth, the
Holder is hereby given the right and option to purchase from the Company shares
of the common stock, $.01 par value per share, ("Common Stock"), of the Company.
Schedule A hereto, the provisions of which are incorporated by reference herein,
sets forth (a) the maximum number of shares that the Holder may purchase upon
exercise of this Option, (b) the exercise price per share of Common Stock
purchasable hereunder, (c) the expiration date of this Option, (d) the vesting
rate and (e) certain other terms and conditions applicable to this Option.

         This Option shall be exercised in whole or in part by the Holder's
delivery to the Company of written notice (the "Notice of Exercise") setting
forth the number of shares with respect to which this Option is to be exercised,
together with (a) cash in an amount, or a check, bank draft or postal or express
money order payable in an amount, equal to the aggregate exercise price for the
shares being purchased, (b) with the consent of the Board, shares of Common
Stock having a fair market value equal to such aggregate exercise price; (c)
with the consent of the Board, a personal recourse note issued by the Holder to
the Company in a principal amount equal to such aggregate exercise price and
with such other terms, including interest rate and maturity, as the Board may
determine in its discretion, provided that the interest rate borne by such note
shall not be less than the lowest applicable federal rate, as defined in Section
1274(d) of the Internal Revenue Code of 1986, as amended; (d) with the consent
of the Board, such other consideration that is acceptable to the Board and that
has a fair market value, as determined by the Board, equal to such aggregate
exercise price; or (e) with the consent of the Board, any combination of the
foregoing. The "fair market value" of the Common Stock shall equal (i) the
closing price per share on the date of grant of the Option as reported by a
national stock exchange, (ii) if the Common Stock is not listed on such an
exchange, as reported by the National Market System or another automated
quotation system of the National

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Association of Securities Dealers, Inc., or (iii) if the Common Stock is not
quoted on any such system, the fair market value as determined by the Board.

         SECOND: The Company, in its discretion, may file a registration
statement on Form S-8 under the Securities Act of 1933, as amended, to register
shares of Common Stock reserved for issuance hereunder. At any time at which
such a registration statement is not in effect, it shall be a condition
precedent to any exercise of this Option that the Holder shall deliver to the
Company a customary "investment letter" satisfactory to the Company and its
counsel in which, among other things, the Holder shall (a) state that he is
acquiring shares of Common Stock subject to the Option for his or her own
account for investment and not with a view to the resale or distribution thereof
and (b) acknowledge that those shares are not freely transferable except in
compliance with federal and state securities laws.

         THIRD: In order to exercise this option in whole or in part, the Holder
shall deliver to the Company the Notice of Exercise and related investment
letter, if required, and payment of the exercise price pursuant to Paragraphs
First and Second hereof. As promptly as practicable after receipt by the
Company, such materials, the Company shall deliver to the Holder (or if any
other individual or individuals are exercising this Option, to such individual
or individuals) a certificate registered in the name of the Holder (or the names
of the other individual or individuals exercising this Option) and representing
the number of shares with respect to which this Option is then being exercised;
provided, however, that if any law or regulation or order of the Securities and
Exchange Commission or any other body having jurisdiction in the premises shall
require the Company or the Holder (or the individual or individuals exercising
this Option) to take any action in connection with the shares then being
purchased, the date for the delivery of the certificate for such shares shall be
extended for the period necessary to take and complete such action. The Company
may imprint upon said certificate a legend to the following effect:

                  The shares of stock represented by this certificate have been
                  acquired for investment and have not been registered under the
                  Securities Act of 1933. Such securities may not be sold,
                  transferred, pledged or hypothecated unless the registration
                  provisions of said Act have been complied with or unless the
                  Corporation has received an opinion of its counsel that such
                  registration is not required, except upon such registration or
                  upon receipt by the Corporation of an opinion of counsel
                  satisfactory to the Corporation, in form and substance
                  satisfactory to the Corporation, that registration is not
                  required for such sale or transfer.

and such other legends as counsel for the Company may consider appropriate.
Delivery by the Company of the certificates for such shares shall be deemed
effected for all purposes when the Company or a stock transfer agent of the
Company shall have deposited such certificates in the United States mail,
addressed to the Holder, at the address specified in the Notice. The Company
will pay all fees or expenses necessarily incurred by the Company in connection
with the issuance and delivery of shares pursuant to the exercise of this
Option.


<PAGE>

         The Company will, at all times while any portion of this Option is
outstanding, reserve and keep available, out of shares of its authorized and
unissued Common Stock or shares of Common Stock held in treasury, a sufficient
number of shares of its Common Stock to satisfy the requirements of this Option.

         FOURTH: If the Company shall effect any subdivision or consolidation of
shares of its stock or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares outstanding, in
any such case without receiving compensation therefor in money, services or
property, then the number, class and per share price of shares of stock subject
to this Option shall be appropriately adjusted in such a manner as to entitle
the Holder to receive upon exercise of this Option, for the same aggregate cash
consideration, the same total number and class of shares as he or she would have
received as a result of the event requiring the adjustment had he or she
exercised this Option in full immediately prior to such event.

         If the Company shall be a party to a reorganization or merger with one
or more other corporations (whether or not the Company is the surviving or
resulting corporation), shall consolidate with or into one or more other
corporations, shall be liquidated, or shall sell or otherwise dispose of
substantially all of its assets to another corporation (each a "Transaction"),
then:

                  (a) subject to the provisions of clauses (b) and (c) below,
         after the effective date of the Transaction, the Holder of this Option
         shall be entitled, upon exercise hereof and at no additional cost, to
         receive shares of Common Stock or, if applicable, shares of such other
         stock or other securities, cash or property as the holders of shares of
         Common Stock received pursuant to the terms of the Transaction;

                  (b) the Board may accelerate the time for exercise of this
         Option to a date prior to the effective date of the Transaction, as
         specified by the Board; or

                  (c) this Option may be canceled by the Board as of the
         effective date of the Transaction, provided that (i) notice of such
         cancellation shall have been given to the Holder and (ii) the Holder
         shall have the right to exercise this Option to the extent the same is
         then exercisable or, if the Board shall have accelerated the time for
         exercise of this Option, in full during the thirty-day period preceding
         the effective date of the Transaction.

         Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to this Option.

         FIFTH: Neither the Holder nor any other person shall, by virtue of the
granting of this Option, be deemed for any purpose to be the owner of any shares
of Common Stock subject to



<PAGE>

this Option or to be entitled  to the rights or  privileges  of a holder of such
shares  unless and until this  Option has been  exercised  pursuant to the terms
hereof with respect to such shares and the Company has issued and  delivered the
shares to the Holder.

         SIXTH: This Option is not transferable by the Holder or by operation of
law, otherwise than by will or under the laws of descent and distribution. This
Option is exercisable, during the Holder's lifetime, only by the Holder.

         SEVENTH: If the Company in its discretion determines that it is
obligated to withhold tax with respect to shares of Common Stock received on
exercise of this Option, the Holder agrees that the Company may withhold from
the Holder's wages, if and to the extent that the Holder is then employed by the
Company and subject to such withholding, the appropriate amount of federal,
state or local withholding taxes attributable to the Holder's exercise of such
Option. At the Company's discretion, the amount required to be withheld may be
withheld in cash from such wages or (with respect to compensation income
attributable to the exercise of this Option) in kind from the Common Stock
otherwise deliverable to the Holder on exercise of this Option. The Holder
further agrees that, if the Company does not withhold an amount from the
Holder's wages sufficient to satisfy the Company's withholding obligation, the
Holder will remit to the Company on demand, in cash, the amount estimated by the
Company to be underwithheld.

         EIGHTH: Any notice to be given to the Company hereunder shall be deemed
sufficient if addressed to the Company and delivered at the office of the Chief
Financial Officer of the Company, or such other address as the Company may
hereafter designate, or when deposited in the mail, postage prepaid, addressed
to the attention of the Chief Financial Officer of the Company at such office or
other address.

         Any notice to be given to the Holder hereunder shall be deemed
sufficient if addressed to and delivered in person to the Holder at his address
furnished to the Company or when deposited in the mail, postage prepaid,
addressed to the Holder at such address.

         NINTH: This Option is subject to all laws, regulations and orders of
any governmental authority which may be applicable thereto and, notwithstanding
any of the provisions hereof, the Holder agrees that he will not exercise the
Option granted hereby nor will the Company be obligated to issue any shares of
stock hereunder if the exercise thereof or the issuance of such shares, as the
case may be, would constitute a violation by the Holder or the Company of any
such law, regulation or order or any provision thereof.



<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed in its name and on its behalf as of the effective date.


                                            DYNAGEN, INC.
[SEAL]


                                            By: /s/ Dhananjay Wadekar
                                                ---------------------------
                                                Dhananjay G. Wadekar
                                                Executive Vice President




Acknowledgment

         The undersigned Holder acknowledges receipt of this Stock Option
Agreement, including Schedule A hereto, and agrees to be bound by all
obligations of the Holder as set forth in such Stock Option Agreement.

                HOLDER

                --------------------------------------------------
                Name


<PAGE>


                                   SCHEDULE A

                                  DYNAGEN, INC.

                                  STOCK OPTION


Date of Grant:                              November 19, 1998

Name of Holder:                             C. Robert Cusick

Address:
                                            ------------------------

                                            ------------------------
Maximum number of shares for which
this Option is exercisable:                 2,000,000

Exercise (purchase) price per share:        $.125

Expiration date of this Option:             November 19, 2005

Vesting rate:                               Option becomes exercisable in equal
                                            installments at the end of each
                                            fiscal quarter of the Company over
                                            two years, beginning with the fiscal
                                            quarter ending June 30, 1998;
                                            provided, that if the Holder resigns
                                            or is removed as Chairman of the
                                            Board of Directors of the Company at
                                            any time prior to March 1, 1999,
                                            then only the portion of this Option
                                            then vested shall be exercisable
                                            thereafter, and if the Holder
                                            resigns or is removed from such
                                            position at any time on or after
                                            March 1, 1999, then the entire
                                            Option shall become fully
                                            exercisable.

Other terms and conditions:                 None