Exhibit 8.3

                         AMERITRANS CAPITAL CORPORATION

                        1999 INCENTIVE STOCK OPTION PLAN

         The purpose of the 1999 Incentive Stock Option Plan (the "Plan") is to
attract and retain key employees of Ameritrans Capital Corporation (the
"Company") and its affiliates, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the long-term
growth of the Company by the granting of Incentive Stock Options (individually
referred to herein as an "Option" and collectively as "Options") to purchase the
Company's common stock, par value $0.0001 par value (the "Common Stock").

1.       Administration of the Plan.

         The administration of the Plan shall be under the general supervision
of the 1999 Employee Plan Committee of the Board of Directors of the Company
(the "1999 Employee Plan Committee"). Within the limits of the Plan, the 1999
Employee Plan Committee shall determine the individuals to whom, and the times
at which, Options shall be granted, the type of Option to be granted, the
duration of each Option, the price and method of payment for each Option, and
the time or times within which (during its term) all or portions of each Option
may be exercised. The 1999 Employee Plan Committee may establish such rules as
it deems necessary for the proper administration of the Plan, make such
determinations and interpretations with respect to the Plan and Options granted
under it as may be necessary or desirable and include such further provisions or
conditions in Options granted under the Plan as it deems advisable. To the
extent permitted by law, the 1999 Employee Plan Committee may delegate its
authority under the Plan to a sub-committee of the 1999 Employee Plan Committee.

2.       Shares Subject to the Plan.

         (a) Number of Shares. The aggregate number of shares of Common Stock of
the Company which may be optioned under the Plan is 125,000 shares. In the event
that the 1999 Employee Plan Committee in its discretion determines that any
stock dividend, split-up, combination or reclassification of shares,
recapitalization or other similar capital change affects the Common Stock such
that adjustment is required in order to preserve the benefits or potential
benefits of the Plan or any Option granted under the Plan, the maximum aggregate
number and kind of shares or securities of the Company as to which Options may
be granted under the Plan and as to which Options then outstanding shall be
exercisable, and the option price of such Options, shall be appropriately
adjusted by the 1999 Employee Plan Committee (whose determination shall be
conclusive) so that the proportionate number of shares or other securities as to
which Options may be granted and the proportionate interest of holders of
outstanding Options shall be maintained as before the occurrence of such event.

         (b) Effect of Certain Transactions. In order to preserve a
Participant's (as defined below) rights under an Option in the event of a change
in control of the Company, the 1999 Employee Plan Committee in its discretion
may, at the time an Option is made or at any time thereafter, take one or more
of the following actions: (i) provide for the acceleration of any time period
relating to the exercise or payment of the Option, (ii) provide for payment to
the Participant of cash or other property with a fair market value equal to the
amount that would have been received upon the exercise or payment of the Option
had the Option been exercised or paid upon the change in control, (iii) adjust
the terms of the Option in a manner determined by the 1999 Employee Plan
Committee to reflect the change in control, (iv) cause the Option to be assumed,
or new rights substituted therefor, by another entity, or (v) make such other
provision as the 1999 Employee Plan Committee may consider equitable to the
Participant and in the best interests of the Company, provided such action shall
comply with Section 424 of the Code and will not render any Incentive Stock
Option granted hereunder to be other than an incentive stock option for purposes
of Section 422 of the Code.

         (c) Restoration of Shares. If any Option expires or is terminated
unexercised or is forfeited for any reason, the shares subject to such Option,
to the extent of such expiration, termination or




forfeiture, shall again be available for granting pursuant to Options under the
Plan, subject, however, in the case of Incentive Stock Options, to any
requirements under the Code (as defined below).

         (d) Reservation of Shares. The Company shall at all times while the
Plan is in force reserve such number of shares of Common Stock as will be
sufficient to satisfy the requirements of the Plan. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares.

3.       Grant of Options; Eligible Persons.

         (a) Types of Options. Options shall be granted under the Plan either as
incentive stock options ("Incentive Stock Options"), as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or as Options
that do not meet the requirements of Section 422 ("Nonstatutory Stock Options").
Options may be granted from time to time by the 1999 Employee Plan Committee,
within the limits set forth in Sections 1 and 3 of the Plan, to all employees of
the Company or of any parent corporation or subsidiary corporation of the
Company (as defined in Sections 424(e) and (f), respectively, of the Code) (such
individuals collectively referred to herein as "Participants").

         (b) Date of Grant. The date of grant for each Option shall be the date
on which it is approved by the 1999 Employee Plan Committee or such later date
as the 1999 Employee Plan Committee may specify. No Incentive Stock Options
shall be granted hereunder after ten years from the date on which the Plan was
approved by the Board of Directors.

4.       Form of Options.

         Options granted hereunder shall be evidenced by a writing delivered to
the optionee specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions of the Plan as
the 1999 Employee Plan Committee considers necessary or advisable to achieve the
purposes of the Plan or comply with applicable tax and regulatory laws and
accounting principles. The form of such Options may vary among optionees.

5.       Option Price.

         The price at which shares may from time to time be optioned shall be
determined by the 1999 Employee Plan Committee, provided that such price shall
not be less than the current market value of the Common Stock on the date of
grant, and provided further that no Incentive Stock Option shall be granted to
any individual who is ineligible to be granted an Incentive Stock Option because
his ownership of stock of the Company or its parent or subsidiary corporations
exceeds the limitations set forth in Section 422(b)(6) of the Code unless such
option price is at least 110% of the current market value of the Common Stock on
the date of grant.

         To the extent permitted by law, the 1999 Employee Plan Committee may in
its discretion permit the option price to be paid in whole or in part by a note
or in installments or with shares of Common Stock of the Company or such other
lawful consideration as the 1999 Employee Plan Committee may determine.

6.       Term of Option and Dates of Exercise.

         (a) Exercisability. The 1999 Employee Plan Committee shall determine
the term of all Options, the time or times that Options are exercisable and
whether they are exercisable in installments, provided that the term of each
Option granted under the Plan shall not exceed a period of ten years from the
date of its grant, and provided further that no Incentive Stock Option shall be
granted to any individual who is ineligible to be granted such Option because
his ownership of stock of the Company or its parent or subsidiary corporations
exceeds the limitations set forth in Section 422(b)(6) of the Code unless the
term of his Incentive Stock Option does not exceed a period of five years from
the date of its grant. In the absence of such determination, the Option shall be
exercisable at any time or from time to time, in whole or in part, during a
period of ten years from the date of its grant or, in the case of an Incentive
Stock Option, the maximum term of such Option.




         (b) Effect of Disability, Death or Termination of Employment. The 1999
Employee Plan Committee shall determine the effect on an Option of the
disability, death, retirement or other termination of employment of an optionee
and the extent to which, and during the period which, the optionee's estate,
legal representative, guardian, or beneficiary on death may exercise rights
thereunder. Any beneficiary on death shall be designated by the optionee, in the
manner determined by the 1999 Employee Plan Committee, to exercise rights of the
optionee in the case of the optionee's death.

         (c) Other Conditions. The 1999 Employee Plan Committee may impose such
conditions with respect to the exercise of Options, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.

         (d) Withholding. The optionee shall pay to the Company, or make
provisions satisfactory to the 1999 Employee Plan Committee for payment of, any
taxes required by law to be withheld in respect of any Options under the Plan no
later than the date of the event creating the tax liability. The Company and any
parent corporation or subsidiary corporation of the Company (as defined in
Sections 424(e) and (f), respectively, of the Code) may, to the extent permitted
by law, deduct any such tax obligations from any payment of any kind otherwise
due to the optionee.

         (e) Amendment of Options. The 1999 Employee Plan Committee may amend,
modify or terminate any outstanding Option, including substituting therefor
another Option of the same or different type, changing the date of exercise or
realization and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the optionee's consent to such action shall be required
unless the 1999 Employee Plan Committee determines that the action, taking into
account any related action, would not materially and adversely affect the
optionee.

7.       Non-transferability.

         Options granted under the Plan shall not be transferable by the holder
thereof otherwise than by will or the laws of descent and distribution or, in
the case of a Nonstatutory Stock Option, to the extent consistent with
qualifying for the exemption provided by Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"), pursuant to a qualified domestic
relations order, and shall be exercisable, during the holder's lifetime, only by
him or her or such permitted transferee.

8.       No Right to Employment.

         No persons shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving an optionee the right to
continued employment. The Company expressly reserves the right at any time to
dismiss an optionee free from any liability or claim under the Plan, except as
specifically provided in the applicable Option.

9.       No Rights as a Shareholder.

         Subject to the provisions of the applicable Option, no optionee or any
person claiming through an optionee shall have any rights as a shareholder
with respect to any shares of Common Stock to be distributed under the plan
until he or she becomes the holder thereof.

10.      Amendment or Termination.

         The Board of Directors of the Company may amend, suspend or terminate
the Plan or any portion thereof at any time, subject to any shareholder approval
that the Board of Directors determines to be necessary or advisable, provided
that the Participant's consent will be required for any amendment, suspension or
termination that would adversely affect the rights of the Participant under any
outstanding Options.

11.      Adjustment of Shares; Merger or Consolidation, Etc. of the Company.

         (a)    Recapitalization, Etc. In the event there is any change in the
outstanding Common Stock of the Company by reason of any reorganization,
recapitalization, stock split, stock dividend, combination




of shares, or otherwise, there shall be substituted for or added to each share
of Common Stock theretofore appropriated or thereafter subject, or which may
become subject, to any Option, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock shall be so changed
or for which each such share shall be exchanged, or to which each such share
shall be exchanged, or to which each such share shall be entitled, as the case
may be, and the per share price thereof also shall be appropriately adjusted.
Notwithstanding the foregoing, (i) each such adjustment with respect to an
Incentive Stock Option shall comply with the rules of Section 424(a) of the Code
and (ii) in no event shall any adjustment be made which would render any
Incentive Stock Option granted hereunder to be other than an incentive stock
option for purposes of Section 422 of the Code.

         (b)    Merger, Consolidation, or Change in Control of Company. Upon (i)
the merger or consolidation of the Company with or into another corporation
(pursuant to which the stockholders of the Company immediately prior to such
merger or consolidation will not, as of the date of such merger or
consolidation, own a beneficial interest in shares of voting securities of the
corporation surviving such merger or consolidation having at least a majority of
the combined voting power of such corporation's then outstanding securities), if
the agreement of merger or consolidation does not provide for (1) the
continuance of the Options granted hereunder or (2) the substitution of new
options for Options granted hereunder, or for the assumption of such Options by
the surviving corporation, (ii) the dissolution, liquidation, or sale of all or
substantially all the assets of the Company to a person unrelated to the Company
or to a direct or indirect owner of a majority of the voting power of the
Company's then outstanding voting securities (such sale of assets being referred
to as an "Asset Sale") or (iii) the Change in Control of the Company, then the
holder of any such Option theretofore granted and still outstanding (and not
otherwise expired) shall have the right immediately prior to the effective date
of such merger, consolidation, dissolution, liquidation, Asset Sale, or Change
in Control of the Company to exercise such Option(s) in whole or in part without
regard to any installment provision that may have been made part of the terms
and conditions of such Option(s); provided that all conditions precedent to the
exercise of such Option(s), other than the passage of time, have occurred. The
Company, to the extent practicable, shall give advance notice to affected
Optionees of such merger, consolidation, dissolution, liquidation, Asset Sale,
or Change in Control of the Company. Unless otherwise provided in the subject
award agreement or merger, consolidation, or Asset Sale agreement, all such
Options which are not so exercised shall be forfeited as of the effective time
of such merger, consolidation, dissolution, liquidation, or Asset Sale (but not
in the case of a Change in Control of the Company). In the event the Company
becomes a subsidiary of another corporation (the "Parent Company") with respect
to which the stockholders of the Company (as determined immediately before such
transaction) own, immediately after such transaction, a beneficial interest in
shares of voting securities of the Parent Company having at least a majority of
the combined voting power of such Parent Company's then outstanding securities,
there shall be substituted for Options granted hereunder, options to purchase
common stock of the Parent Company. The substitution described in the
immediately preceding sentence shall be effected in a manner such that any
option granted by the Parent Company to replace an incentive stock option
granted hereunder shall satisfy the requirements of Section 422 of the Code.
Notwithstanding the foregoing, the holder of any such Option shall not have the
right to exercise such Option if such exercise would render any Incentive Stock
Options granted hereunder to be other than an incentive stock option for
purposes of Section 422 of the Code.

         (c)    Definition of Change in Control of the Company. As used herein,
a "Change in Control of the Company" shall be deemed to have occurred if any
person (including any individual, firm, partnership or other entity), together
with all Affiliates and Associates (as defined under Rule 12b-2 of the General
Rules and Regulations promulgated under the Exchange Act) of such person (but
excluding (i) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any subsidiary of the Company, (ii) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of the Company, (iii) the
Company or any subsidiary of the Company, or (iv) only as provided in the
immediately following sentence, a Participant together with all Affiliates and
Associates of the Participant) who is not a stockholder or an Affiliate or
Associate of a stockholder of the Company on the date of stockholder approval of
the Plan is or becomes the beneficial Owner (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of
the Company representing 40% or more of the combined voting power of the
Company's then outstanding securities. The provisions of clause (iv) of the
immediately preceding sentence shall apply only with respect to the Option(s)
held by the Participant who, together with his




Affiliates or Associates, if any, is or becomes the direct or indirect
Beneficial Owner of the percentage of securities set forth in such clause.

12.      Stockholder Approval.

         The Plan is subject to approval by the stockholders of the Company by
the affirmative vote of the holders of a majority of the shares of capital stock
of the Company entitled to vote thereon and present or represented at a meeting
duly held in accordance with the laws of the State of New York, or by any other
action that would be given the same effect under the laws of such jurisdiction,
which action in either case shall be taken within twelve (12) months from the
date the Plan was adopted by the Board of Directors.

         In the event such approval is not obtained, all Options granted under
the Plan shall be void and without effect.

13.      Governing Law.

         The provisions of the plan shall be governed by and interpreted in
accordance with the laws of the State of New York.

14.      Successor to Elk Associates Funding Corporation Non-Employee Director
Stock Option Plan.

         (a)    Notwithstanding anything herein, this Plan shall be effective
only upon the consummation of a Share Exchange Plan with Elk Associates Funding
Corporation ("Elk") pursuant to which each outstanding share of the common
stock, par value $0.01 per share of Elk (the "Elk Common Stock"), would vest in
the Company, Elk would become a wholly-owned subsidiary of Ameritrans, and the
holders of all the outstanding shares of Elk Common Stock would become the
stockholders of the Company and receive one share of the Company for each share
of Elk owned (the "Share Exchange").

         (b)    Upon completion of the Share Exchange, and without any further
action on the part of the Company or of Elk, this Plan will be deemed to be the
successor plan to the Elk Associates Funding Corporation 1998 Incentive Stock
Option Plan (the "Elk 1998 Incentive Plan"), and options issued under the Elk
1998 Incentive Plan will be deemed to have been issued pursuant to this Plan,
and (iii) upon consummation of the Share Exchange, options, if any, granted
under the Elk 1998 Incentive Plan would be treated as options granted under this
Plan and will be exercisable only to purchase shares of the Company's Common
Stock.

         This Plan was approved by the Board of Directors on May 21, 1999. This
Plan was approved by the Shareholders on May 21, 1999.