Wallstreet-Review, Inc.
2001 NON-STATUTORY STOCK OPTION PLAN


1.	Purpose of this Plan.

	This Non-Statutory Stock Option Plan (the
"Plan") is intended as an incentive, to aid in
attracting and retaining in the employ or other
service of Wallstreet-Review, Inc. (the
"Company"), a Delaware corporation, and any
Affiliated Corporation, persons of experience and
ability and whose services are considered
valuable, to encourage the sense of
proprietorship in such persons, and to stimulate
the active interest of such persons in the
development and success of the Company.  This
Plan provides for the issuance of non-statutory
stock options ("NSOs" or "Options") which are not
intended to qualify as "incentive stock options"
within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended the "Code").

2.	Administration of this Plan.

	The Company's Board of Directors ("Board")
may appoint and maintain as administrator of this
Plan the Non-Statutory Stock Option Plan
Committee (the "Committee") of the Board which
shall consist of at least three members of the
Board.  Until such time as the Committee is duly
constituted, the Board itself shall have and
fulfill the duties herein allocated to the
Committee.  The Committee shall have full power
and authority to designate Plan participants, to
determine the provisions and terms of respective
NSOs (which need not be identical as to number of
shares covered by any NSO, the method of exercise
as related to exercise in whole or in
installments, or otherwise), including the NSO
price, and to interpret the provisions and
supervise the administration of this Plan.  The
Committee may in its discretion provide that
certain NSOs not vest (that is, become
exercisable) until expiration of a certain period
after issuance or until other conditions are
satisfied, so long as not contrary to this Plan.

	A majority of the members of the Committee
shall constitute a quorum.  All decisions and
selections made by the Committee pursuant to this
Plan's provisions shall be made by a majority of
its members.  Any decision reduced to writing and
signed by all of the members shall be fully
effective as if it had been made by a majority at
a meeting duly held.  The Committee shall select
one of its members as its chairman and shall hold

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its meetings at such times and places as it deems
advisable.  If at any time the Board shall
consist of seven or more members, then the Board
may amend this Plan to provide that the Committee
shall consist only of Board members who shall not
have been eligible to participate in this Plan
(or similar stock or stock option plan) of the
Company or its affiliates at any time within one
year prior to appointment to the Committee.

	Each NSO shall be evidenced by a written
agreement containing terms and conditions
established by the Committee consistent with the
provisions of this Plan.

3.	Designation of Participants.

	The persons eligible for participation in
this Plan as recipients of NSOs may include full-
time and part-time employees (as determined by
the Committee) and officers of the Company or of
an Affiliated Corporation or any person, firm or
corporation not employed by the Company but
performing services to the Company.  In addition,
directors of the Company or any Affiliated
Corporation who are not employees of the Company
or an Affiliated Corporation and any attorney,
consultant or other adviser to the Company or any
Affiliated Corporation may be eligible to
participate in this Plan.  For all purposes of
this Plan, any director who is not also a common
law employee and is granted an option under this
Plan (as determined by the Committee) may be
considered an "employee" until the effective date
of the director's resignation or removal from the
Board of Directors, including removal due to
death or disability.  The Committee shall have
full power to designate, from among eligible
individuals, the persons to whom NSOs may be
granted.  A person who has been granted an NSO
hereunder may be granted an additional NSO or
NSOs, if the Committee shall so determine.  The
granting of an NSO shall not be construed as a
contract of employment or as entitling the
recipient thereof to any rights of continued
employment.

4.	Stock Reserved for this Plan.

	Subject to adjustment as provided in
Paragraph 9 below, a total of 2,000,000 shares of
Common Stock, $.01 par value per share ("Stock"),
of the Company shall be subject to this Plan.
The Stock subject to this Plan shall consist of

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unissued shares or previously issued shares
reacquired and held by the Company or any
Affiliated Corporation, and such amount of shares
shall be and is hereby reserved for sale for such
purpose.  Any of such shares which may remain
unsold and which are not subject to outstanding
NSOs at the termination of this Plan shall cease
to be reserved for the purpose of this Plan, but
until termination of this Plan, the Company shall
at all times reserve a sufficient number of
shares to meet the requirements of this Plan.
Should any NSO expire or be canceled prior to its
exercise in full, the unexercised shares
theretofore subject to such NSO may again be
subjected to an NSO under this Plan.

5.	Option Price.

	The purchase price of each share of Stock
placed under NSO for officers and directors shall
not be less than One Hundred percent (100%) of
the fair market value of such share on the date
the NSO is granted.   The purchase price of each
share of Stock placed under NSO for all other
eligible participants shall not be less than
Eighty Five percent (85%) of the fair market
value of such share on the date the NSO is
granted.  The fair market value of a share on a
particular date shall be deemed to be the average
of either (i) the highest and lowest prices at
which shares were sold on the date of grant, if
traded on a national securities exchange, (ii)
the high and low prices reported in the
consolidated reporting system, if traded on a
"last sale reported" system, such as NASDAQ, for
over the counter securities, or (iii) the high
bid and high asked price for other over-the-
counter securities.  If no transactions in the
Stock occur on the date of grant, the fair market
value shall be determined as of the next earliest
day for which reports or quotations are
available.  If the common shares are not then
quoted on any exchange or in any quotation medium
at the time the option is granted, then the Board
of Directors or Committee will use its discretion
in selecting a good faith value believed to
represent fair market value based on factors then
known to them.  The cash proceeds from the sale
of Stock are to be added to the general funds of
the Company.



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6.	Exercise Period.

	(a)	The NSO exercise period shall be a
term of not more than ten (10) years from the
date of granting of each NSO and shall
automatically terminate:

	(i)	Upon termination of the optionee's
engagement with the Company for cause;
	(ii)	At the expiration of one (1) year (or
such longer or shorter time as may be established
by the Committee as to a particular NSO) from the
date of termination of the optionee's engagement
with the Company for any reason other than death,
without cause; provided, that if the optionee
dies within such nine-month period, subclause
(iii) below shall apply; or
	(iii)	At the expiration of six (6) months
after the date of death of the optionee.

	(b)	"Employment with the Company" as used
in this Plan shall include employment with any
Affiliated Corporation, and NSOs granted under
this Plan shall not be affected by an employee's
transfer of employment among the Company and any
Parent or Subsidiary thereof.  An optionee's
employment with the Company shall not be deemed
interrupted or terminated by a bona fide leave of
absence (such as sabbatical leave or employment
by the Government) duly approved, military leave
or sick leave.

7.	Exercise of Options.

	(a)	The Committee, in granting NSOs,
shall have discretion to determine the terms upon
which NSOs shall be exercisable, subject to
applicable provisions of this Plan.  Once
available for purchase, unpurchased shares of
Stock shall remain subject to purchase until the
NSO expires or terminates in accordance with
Paragraph 6 above.  Unless otherwise provided in
the NSO, an NSO may be exercised in whole or in
part, one or more times, but no NSO may be
exercised for a fractional share of Stock.

	(b)	NSOs may be exercised solely by the
optionee during his lifetime, or after his death
(with respect to the number of shares which the
optionee could have purchased at the time of
death) by the person or persons entitled thereto
under the decedent's will or the laws of descent
and distribution.


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	(c)	The purchase price of the shares of
Stock as to which an NSO is exercised shall be
paid in full at the time of exercise and no
shares of Stock shall be issued until full
payment is made therefor.  Payment shall be made
either (i) in cash, represented by bank or
cashier's check, certified check or money order
(ii) in lieu of payment for bona fide services
rendered, and such services were not in
connection with the offer or sale of securities
in a capital-raising transaction, (iii) by
delivering shares of the Company's Common Stock
which have been beneficially owned by the
optionee, the optionee's spouse, or both of them
for a period of at least six (6) months prior to
the time of exercise (the "Delivered Stock") in a
number equal to the number of shares of Stock
being purchased upon exercise of the NSO or (iv)
by delivery of shares of corporate  stock which
are freely tradable without restriction and which
are part of a class of securities which has been
listed for trading on the NASDAQ system or a
national securities exchange, with an aggregate
fair market value equal to or greater than the
exercise price of the shares of Stock being
purchased under the NSO, or (v) a combination of
cash, services, Delivered Stock or other
corporate shares.  An NSO shall be deemed
exercised when written notice thereof,
accompanied by the appropriate payment in full,
is received by the Company.  No holder of an NSO
shall be, or have any of the rights and
privileges of, a shareholder of the Company in
respect of any shares of Stock purchasable upon
exercise of any part of an NSO unless and until
certificates representing such shares shall have
been issued by the Company to him or her.

8.	Assignability.

	No NSO shall be assignable or otherwise
transferable (by the optionee or otherwise)
except by will or the laws of descent and
distribution.  No NSO shall be pledged or
hypothecated in any manner, whether by operation
of law or otherwise, nor be subject to execution,
attachment or similar process.

9.	Reorganizations and Recapitalizations of
the Company

	(a)	The existence of this Plan and NSOs
granted hereunder shall not affect in any way the
right or power of the Company or its shareholders
to make or authorize any and all adjustments,

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recapitalizations, reorganizations or other
changes in the Company's capital structure or its
business, or any merger or consolidation of the
Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or
affecting the Company's Common Stock or the
rights thereof, or the dissolution or liquidation
of the Company, or any sale, exchange or transfer
of all or any part of its assets or business, or
the other corporation act or proceeding, whether
of a similar character or otherwise.

	(b)	The shares of Stock with respect to
which NSOs may be granted hereunder are shares of
the Common Stock of the Company as currently
constituted.  If, and whenever, prior to delivery
by the Company of all of the shares of Stock
which are subject to NSOs granted hereunder, the
Company shall effect a subdivision or
consolidation of shares or other capital
readjustment, the payment of a Stock dividend, a
stock split, combination of shares (reverse stock
split) or recapitalization or other increase or
reduction of the number of shares of the Common
Stock outstanding without receiving compensation
therefor in money, services or property, then the
number of shares of Stock available under this
Plan and the number of shares of Stock with
respect to which NSOs granted hereunder may
thereafter be exercised shall (i) in the event of
an increase in the number of outstanding shares,
be proportionately increased, and the cash
consideration payable per share shall be
proportionately reduced; and (ii) in the event of
a reduction in the number of outstanding shares,
be proportionately reduced, and the cash
consideration payable per share shall be
proportionately increased.

	(c)	If the Company is reorganized,
merged, consolidated or party to a plan of
exchange with another corporation pursuant to
which shareholders of the Company receive any
shares of stock or other securities, there shall
be substituted for the shares of Stock subject to
the unexercised portions of outstanding NSOs an
appropriate number of shares of each class of
stock or other securities which were distributed
to the shareholders of the Company in respect of
such shares of Stock in the case of a
reorganization, merger, consolidation or plan of
exchange; provided, however, that all such NSOs
may be canceled by the Company as of the
effective date of a reorganization, merger,

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consolidation, plan of exchange, or any
dissolution or liquidation of the Company, by
giving notice to each optionee or his personal
representative of its intention to do so and by
permitting the purchase of all the shares subject
to such outstanding NSOs for a period of not less
than thirty (30) days during the sixty (60) days
next preceding such effective date.

	(d)	Except as expressly provided above,
the Company's issuance 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
shares of Stock or other securities, shall not
affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of
Stock subject to NSOs granted hereunder or the
purchase price of such shares.

10.	Purchase for Investment.

	Unless the shares of Stock covered by this
Plan have been registered under the Securities
Act of 1933, as amended, each person exercising
an NSO under this Plan may be required by the
Company to give a representation in writing that
he is acquiring such shares for his own account
for investment and not with a view to, or for
sale in connection with, the distribution of any
part thereof.

11.	 Effective Date and Expiration of this
Plan.

	This Plan shall be effective as of August
14, 2001, the date of its adoption by the Board,
subject to the approval of the Company's
shareholders, and no NSO shall be granted
pursuant to this Plan after its expiration.  This
Plan shall expire on August 14, 2011 except as to
NSOs then outstanding, which shall remain in
effect until they have expired or been exercised.

12.	Amendments or Termination.

	The Board may amend, alter or discontinue
this Plan at any time in such respects as it
shall deem advisable in order to conform to any
change in any other applicable law, or in order
to comply with the provisions of any rule or

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regulation of the Securities and Exchange
Commission required to exempt this Plan or any
NSOs granted thereunder from the operation of
Section 16(b) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), or in any
other respect not inconsistent with Section 16(b)
of the Exchange Act; provided, that no amendment
or alteration shall be made which would impair
the rights of any participant under any NSO
theretofore granted, without his consent (unless
made solely to conform such NSO to, and necessary
because of, changes in the foregoing laws, rules
or regulations), and except that no amendment or
alteration shall be made without the approval of
shareholders which would:

	(a)	Increase the total number of shares
reserved for the purposes of this Plan or
decrease the NSO price provided for in Paragraph
5 (except as provided in Paragraph 9), or change
the classes of persons eligible to participate in
this Plan as provided in Paragraph 3; or

	(b)	Extend the NSO period provided for in
Paragraph 6; or

	(c)	Materially increase the benefits
accruing to participants under this Plan; or

	(d)	Materially modify the requirements as
to eligibility for participation in this Plan; or

	(e)	Extend the expiration date of this
Plan as set forth in Paragraph 11.

13.	Government Regulations.

	This Plan, and the granting and exercise of
NSOs hereunder, and the obligation of the Company
to sell and deliver shares of Stock under such
NSOs, shall be subject to all applicable laws,
rules and regulations, and to such approvals by
any governmental agencies or national securities
exchanges as may be required.

14.	Liability.

	No member of the Board of Directors, the
Committee or officers or employees of the Company
or any Affiliated Corporation shall be personally
liable for any action, omission or determination
made in good faith in connection with this Plan.



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15.	Miscellaneous.

	(a)	The term "Affiliated Corporation"
used herein shall mean any Parent or Subsidiary.

	(b)	The term "Parent" used herein shall
mean any corporation owning 50 percent or more of
the total combined voting stock of all classes of
the Company or of another corporation qualifying
as a Parent within this definition.

	(c)	The term "Subsidiary" used herein
shall mean any corporation more than 50 percent
of whose total combined voting stock of all
classes is held by the Company or by another
corporation qualifying as a Subsidiary within
this definition.

16.	Options in Substitution for Other Options.

	The Committee may, in its sole discretion,
at any time during the term of this Plan, grant
new options to an optionee under this Plan or any
other stock option plan of the Company on the
condition that such optionee shall surrender for
cancellation one or more outstanding options
which represent the right to purchase (after
giving effect to any previous partial exercise
thereof) a number of shares, in relation to the
number of shares to be covered by the new
conditional grant hereunder, determined by the
Committee.  If the Committee shall have so
determined to grant such new options on such a
conditional basis ("New Conditional Options"), no
such New Conditional Option shall become
exercisable in the absence of such optionee's
consent to the condition and surrender and
cancellation as appropriate.  New Conditional
Options shall be treated in all respects under
this Plan as newly granted options.  Option may
be granted under this Plan from time to time in
substitution for similar rights held by employees
of other corporations who are about to become
employees of the Company or an Affiliated
Corporation, or the merger or consolidation of
the employing corporation with the Company or an
Affiliated Corporation, or the acquisition by the
Company or an Affiliated Corporation of the
assets of the employing corporation, or the
acquisition by the Company or an Affiliated
Corporation of stock of the employing corporation
as the result of which it becomes an Affiliated
Corporation.



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17.	Withholding Taxes.

	Pursuant to applicable federal and state
laws, the Company may be required to collect
withholding taxes upon the exercise of a NSO.
The Company may require, as a condition to the
exercise of a NSO, that the optionee concurrently
pay to the Company the entire amount or a portion
of any taxes which the Company is required to
withhold by reason of such exercise, in such
amount as the Committee or the Company in its
discretion may determine.  In lieu of part or all
of any such payment, the optionee may elect to
have the Company withhold from the shares to be
issued upon exercise of the option that number of
shares having a Fair Market Value equal to the
amount which the Company is required to withhold.


         CERTIFICATION OF PLAN ADOPTION

	I, the undersigned Secretary of this
Corporation, hereby certify that the foregoing
2001 Non-Statutory Stock Option Plan was duly
approved by the Board of Directors on August 14,
2001.


/s/Jeff Daly
------------------------
Jeff Daly, Secretary

(SEAL)

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