INCENTIVE STOCK OPTION AGREEMENT

            THIS AGREEMENT is made and entered into as of............ by and
between BLC FINANCIAL SERVICES, INC., a Delaware corporation with offices at 645
Madison Avenue, New York, New York 10022 (hereinafter called the "Company") and
 .....................(hereinafter called the "Employee").

                                   WITNESSETH

            WHEREAS, the Board of Directors of the Company has determined that
the interests of the Company will be advanced by encouraging and enabling
certain employees of the Company to acquire proprietary shares in the Company,
thus providing them with a more direct concern for the Company's welfare and
assuring a closer identification of their interests with those of the Company;
and

            WHEREAS, the Board of Directors of the Company has resolved to
facilitate the acquisition by such employees of such proprietary shares in the
Company through the medium of the Company's Stock Option Plan (the "Plan"), the
provisions of which are incorporated in this Agreement as if fully set forth
herein; and

            WHEREAS, the Board of Directors of the Company has determined that
the employee is one of those individuals, referred to above, to whom an option
should be granted under the Plan.

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable considerations, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:

            1. The Company hereby grants to the Employee, as a matter of
separate inducement and agreement in connection with his employment by the
Company, and not in lieu of any salary or other compensation for his services,
the right and option (the "Option") to purchase, on the terms and conditions
hereinafter set forth, all or any part of an aggregate of .........shares of the
presently authorized Common Stock of the Company of the par value of one cent
($.01) per share (the "Shares"), at the purchase price of $......per share.

            2. The term of the Option shall commence on the date of its grant
(which is the date of this Agreement) and shall terminate 4 years from such
date, unless it is sooner terminated as provided in this Agreement.


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<PAGE>

            3. (a) At the end of each year of the term of the Option, the
Employee shall have the right to purchase up to the number of Shares set forth
below in this Section (less the number of Shares purchased by the Employee by
previous exercise of the Option):

                  At the end of the Year              Number of Shares
                  ----------------------              ----------------

                        1                             .......
                        2                             .......
                        3                             .......
                        4                             .......

                  (b) Notwithstanding the provisions of paragraph (a) of this
section, 90 days prior to the end of the fourth year of the term of the Option
(provided it has not theretofore been terminated), the Employee shall become
entitled to purchase the entire number of Shares subject of the Option (less the
number of Shares purchased by the Employee by previous exercise of this Option).

            4. The Employee may exercise the Option, from time to time in
Employee's discretion, to purchase all or any part of the maximum number of
Shares which may then be purchased by him in accordance with the provisions of
this Agreement. In no case may the Employee exercise the Option to purchase a
fraction of a Share.

            5. The Employee shall exercise the Option by giving written notice
thereof to the Company. Such notice shall specify the number of Shares to be
purchased by such exercise, and shall be accompanied by the Employee's payment
of the full purchase price for the Shares to be so purchased. The purchase price
shall be payable in cash; provided, however, that the purchase price may be paid
in whole or in part by the exchange of Common Stock of the Company.

            6. Except as set forth in Section 9 of this Agreement, the Employee
may not exercise the Option unless, at the time of exercise, Employee has been
in the employ of the Company continuously since the date of this Agreement.

            7. The Option may not be transferred, assigned, pledged,
hypothecated or otherwise disposed of (whether by operation of law or otherwise)
except pursuant to a Qualified Domestic Relations Order, as defined in Internal
Revenue Code Section 414(p) ("QDRO"), or by will or the laws of descent and
distribution. The Option shall be exercised during the lifetime of the Employee
only by Employee.

            8. The Option shall not be subject to execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of the Option (except pursuant to a QDRO), or upon a levy or
any attachment or similar process with respect to the Option, the term of the
Option shall terminate and the option shall immediately become null and void.

            9. (a) The Option may be exercised within 12 months after the date
of 


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<PAGE>

the Employee's termination of employment on account of Employee's death or
disability (within the meaning of Internal Revenue Code Section 22(e)(3), but
only to the extent it was otherwise exercisable at the date of termination of
employment.

                  (b) The Option may be exercised within three (3) months after
the date of the Employee's termination of employment for any reason other than
Cause (as defined in the Employment Agreement dated ...........) or on account
of death or disability, but only to the extent it was otherwise exercisable at
the date of termination of employment.

                  (c) The provisions of this Section shall in no event operate
to extend the term of the Option beyond the time limit provided for in Section
2.

            10. Notwithstanding any other provision of this Agreement, if

                  (a)   the Employee is convicted of a felony in a court of law,
                        or

                  (b)   the Employee commits any act of dishonesty or moral
                        turpitude which adversely affects the business of the
                        Company, or

                  (c)   the Employee discloses to any person any confidential
                        information or trade secrets of the Company,

                  (d)   The Employment Agreement is terminated for Cause

the Board of Directors of the Company or any Committee appointed by it to
administer the Plan (collectively, the "Committee") may, in its sole discretion,
terminate the term of the Option and the Option shall thereupon become null and
void.

            11. (a) The Option shall be exercisable only if, at the date of
exercise, the Shares are included in a current registration statement effective
under the Securities Act of 1933 (the "Act") or, in the opinion of counsel to
the Company, its exercise would not violate, or cause the Company to be in
violation of, the Act.

                  (b) The Company will use its best efforts, throughout the term
of the Option, to maintain a current registration statement effective under the
Act covering the Shares if, in the opinion of counsel to the Company, such
registration statement is required. Notwithstanding the forgoing, it is
specifically understood and agreed that neither the Company nor any of its
officers, directors or employees shall have any liability, hereunder or
otherwise, in the event the Option shall not be exercisable or its exercise is
delayed on account of the Company's failure to maintain such a registration
statement as aforesaid.

                  (c) The Employee agrees for himself, Employee's heirs and
legal representatives that no Shares shall be sold, transferred, pledged or
otherwise disposed of unless, in the opinion of counsel for the Company, such
sale, transfer, pledge or other disposition is made in compliance with the
provisions of the Act. The Committee may direct that certificates representing
the Shares be inscribed with a legend setting forth the terms of this paragraph.

            12. In the event that, prior to the delivery by the Company of all
the Shares, there shall be any change in the outstanding Common Stock of the
company by reason of any share dividend, recapitalization, merger,
consolidation, split-up, combination or exchange of 


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<PAGE>

shares, or the like, without the payment of any consideration for such change,
either in money, services or property, the number of Shares deliverable upon the
exercise of the Option, and the option price, shall be proportionately adjusted
(but without regard for fractional shares) by the Committee. The determination
of the Committee in each such case shall be conclusive and binding on the
Company and the Employee and Employee's legal representatives.

            13. Neither the Employee nor Employee's legal representatives shall
have any of the rights or privileges of a stockholder of the Company with
respect to any of the Shares unless and until certificates representing such
Shares shall have been delivered pursuant to the terms of this Agreement.

            14. The Committee shall have the authority to make reasonable
constructions of the option, and to correct any defect or supply any omission or
reconcile any inconsistency in the Option, and to prescribe reasonable rules and
regulations relating to the administration of the Option and other options
granted under the Plan.

            15. Any notice to be given under this Agreement shall be deemed to
have been given when received by the party for whom such notice is intended at
his or its address set forth above, or at such other address as such party shall
have specified by notice similarly given.

            16. This Agreement shall be binding upon the parties hereto, their
heirs, executors, administrators or successors.

            17. This Agreement shall be interpreted in accordance with the laws
of the State of Delaware.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day, month and year first above written.

                                          BLC FINANCIAL SERVICES, INC.


                                          By:
                                             ------------------------------
                                             Jennifer Napier, Treasurer

Attest:


---------------------------
                                             ------------------------------
                                             Employee


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