EPOCH HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT

The Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined it is in the best interests of the Company to recognize the Optionee’s performance and to provide incentive to the Optionee to remain with the Company by making this grant of Options in accordance with the terms of this Agreement; and

The Option is granted pursuant to the 2004 Omnibus Long-Term Incentive Compensation Plan (the “ Plan ”), as may be amended from time to time, which is incorporated herein for all purposes.  The Optionee hereby acknowledges receipt of a copy of the Plan.  Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein shall have the meanings attributable thereto in the Plan.

1.            Grant of Option.   Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants, as of <Grant Date> (the “ Date of Grant ”), the Optionee, the right, privilege and option (the " Option ") to purchase <# of shares> shares of common stock, par value $.01 per share, of the Company (the “ Common Stock ”) at the exercise price of <the $ price> per share (the “ Exercise Price ”), subject to the vesting periods below.  The future value of such shares is unknown and cannot be predicted with certainty.  If such shares do not increase in value, the Option will have no value. Notwithstanding the foregoing, upon vesting, the options to acquire shares of Common Stock are exercisable only if the volume weighted average price of the Common Stock shall equal or exceed <the $ price> (the “ Hurdle Price ”) for a period of at least <# of days> trading days on the Nasdaq Capital Market, subject to customary adjustments in the event of any change in the outstanding Common Stock by reason of any stock dividend, stock split or other corporate exchange or any extraordinary distribution to shareholders of the Company.

2.            Term and Vesting of Option.   The term of the Option shall be for a period of <# of years> years (" Term ") from the Date of Grant and, subject to the terms and provisions hereof and of the Plan, the Option shall vest and Optionee may exercise the Option in accordance with the vesting schedule specified below and within the Term.  Subject to the foregoing, the Option may be exercised in whole or in part with respect to all or any portion of the shares to which it relates, subject to certain de minimis restrictions.  However, in the event that a vesting date occurs on a day when the NASDAQ is closed, then such vesting date will occur on the next business day.

3.            Method of Exercise; Taxes .  The Option shall be exercised by the transmittal of written notice thereof to the Company at its principal place of business.  Such notice shall specify the number of shares which the Optionee elects to purchase, shall be signed by the Optionee and shall be accompanied by payment of the purchase price for the shares which the Optionee elects to purchase.  The exercise of the Option award shall become effective at the time such a Notice of Exercise has been received by the Company, which must be before the Expiration Date.  Such payment may be made in whole or in part (i) in cash or (ii) by authorizing the Company or a Company approved third party to sell the shares (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any tax withholding resulting from such exercise; provided, however, that the Committee may, at any time before the Optionee files such an election with the Company, revoke the Optionee’s right to make such an election.  The Company is not required to issue Shares upon the exercise of this Option award unless the Optionee first pays to the Company such amounts as may be required by the Company to satisfy any liability it may have to withhold federal, state, local or other taxes relating to such exercise.

4.            Termination of Options; Forfeiture of Non-Vested Options .  The Option shall terminate on the earliest to occur of the following:

(a)           The expiration of <# of years> years from the Date of Grant.

(b)           If the Optionee’s Continuous Service with the Company is terminated for any reason, any Options that are not vested, and that do not become vested pursuant to Section 2 hereof or the Plan as a result of such termination, shall be forfeited immediately upon such termination of Continuous Service and revert back to the Company without any payment to the Optionee; provided that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Option Awards shall be waived in whole or in part in the event of terminations resulting from specified causes.  The Committee shall have the power and authority to enforce on behalf of the Company any rights of the Company under this Agreement in the event of the Optionee’s forfeiture of Non-Vested Options pursuant to this Section 4.

5.            Plan Restrictions .  In all respects this Agreement and the Option granted herein shall be subject to the terms and provisions of the Plan which has been, or is being, provided, or otherwise made available, to the Optionee and is incorporated herein by reference.  Accordingly, the rights of the Optionee under this Agreement and the shares of Common Stock which the Optionee may purchase hereunder are subject to certain restrictions as set forth in the Plan.  The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan.

6.            Rights Prior to Exercise of Option .  The Optionee shall have no rights as a stockholder with respect to the shares of stock subject to the Option until the exercise of his rights hereunder and the issuance and delivery to Optionee of a certificate or certificates evidencing such shares.