STOCK OPTION AGREEMENT

       This Stock Option Agreement (this "Agreement") is entered into as of "Company"), and Herman Rappaport (the
"Option Holder").

       A. The Company has adopted the 2004 Equity Compensation Plan (the "Plan"). The Option Holder has had an
opportunity to review the Plan.

       B. The Option Holder is a director and the President of the Company and is eligible to receive option grants
under the Plan. This Agreement is intended by the parties to evidence the Company’s grant to the Option Holder of an option to
purchase shares of its common stock.

       NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the Company and the Option Holder hereby agree as follows:

1. Option Grant and Exercise Price.

         (a) Effective as of October 26, 2006 the Company hereby grants to the Option Holder the right and option
(the "Option") to purchase, on the terms and conditions set forth in this Agreement and in the Plan, Eight hundred and fifty
thousand (850,000) shares of its common stock, par value $0.01 per share ("Common Stock"), at an exercise price of $0.15 per
share. The Option exercise price was determined in accordance with Section 2(p) of the Plan.

         (b) The Option is a non-qualified stock option, and is not intended by the Company and the Option Holder to
be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2. Vesting and Term of the Option.

         (a) Option Vesting. The Option is fully vested and is exercisable on October 26, 2006.

         (b) Option Term. The Option shall be exercisable in whole or in part prior to October 26, 2016. The Option
shall terminate on October 26, 2016, and no portion of the Option may be exercised on or after that date. The exercisability of the
Option is not contingent on the termination of the Option Holder’s employment or directorship with the Company, it being
understood that the Option Holder shall retain the right to exercise the Option until October 26, 2016 even after the termination of
his employment or directorship with the Company.

3. Manner of Exercising the Option. The Option Holder may exercise the vested portion of the Option in whole or in part
prior to the Option’s termination, provided that a partial exercise of the Option may not be for fewer than one hundred (100)
shares of Common Stock unless fewer than one hundred (100) shares subject to the vested portion of the Option remain
unexercised, in which event the entire remaining vested portion of the Option must be exercised at one time.

The Option shall not be exercisable with respect to a fraction of a share of Common Stock. The Option Holder may exercise the
vested portion of the Option, in whole or in part, by delivering to the Company’s General Counsel written notice of exercise in
the form of the notice attached to this Agreement as Exhibit A. Such notice shall specify the number of shares of Common Stock
to be purchased and shall be accompanied by payment of the purchase price of the shares. No shares shall be issued by the
Company until full payment of the purchase price has been made.

4. Payment of the Option Exercise Price. Payment of the exercise price of the shares of Common Stock subject to the
exercised portion of the Option shall be made in accordance with Section 6(c) of the Plan.

5. Transferability of the Option.

         (a) Except as provided in this Section 5, the Option Holder may not assign or otherwise transfer the Option,
either voluntarily or by operation of law, other than by will or the laws of descent and distribution, and the Option shall be
exercisable during the Option Holder’s lifetime only by the Option Holder or by the Option Holder’s legal representative.
Following the death of the Option Holder, the Option shall be exercisable by the Option Holder’s legal representative, executor
and beneficiaries.

         (b) The Option Holder may assign and transfer part or all of the Option to a family member or family trust
during the Option Holder’s lifetime but only if: (i) the transfer is made by a gift and not for consideration; (ii) the transferee is a
"family member" (including, without limitation, a family trust) as defined in General Instruction A.1(a)(5) of Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"); (iii) the Option Holder gives the Company at least ten days’ prior
written notice of the proposed transfer; and (iv) the transferee executes and delivers to the Company any documents requested by
the Company (including, without limitation, a counterpart of this Agreement) in order to document the transfer. Any such
transferee of all or part of the Option shall be bound by all of the terms and conditions of the Plan and this Agreement, and the
Option Holder shall be personally liable to the Company for any breach by the transferee of any of the terms of the Plan or this
Agreement.

6. Securities Law Compliance. No shares of Common Stock shall be issued or delivered upon exercise of the Option
unless and until the Board determines that the exercise of the Option and the issuance and delivery of such shares pursuant
thereto will comply with all relevant provisions of law, including, without limitation, the Securities Act, applicable state and
foreign securities laws and the requirements of any stock exchange or over-the-counter trading system upon which the Common
Stock may be listed.

7. Incorporation by Reference of the Plan. The Plan and all of its terms and conditions, as amended from time to time, are
incorporated by reference into this Agreement. The Option Holder acknow