EQUIFIN INC
EXHIBIT 10.1
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<DESCRIPTION>EXHIBIT 10.1
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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="kg3996_exhibit_10.1"> </A>
<A NAME="toc_kg3996_1"> </A>
<BR></FONT><FONT SIZE=2><B>Exhibit 10.1    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kg3996_equifin,_inc._1997_stock_option_plan"> </A>
<A NAME="toc_kg3996_2"> </A>
<BR></FONT><FONT SIZE=2><B>EQUIFIN,&nbsp;INC.<BR>  1997 STOCK OPTION PLAN    <BR>  </B></FONT></P>

<P><FONT SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;PURPOSES.&nbsp;&nbsp;&nbsp;&nbsp;The
purposes of this 1997 Stock Option Plan (the "Plan") are to attract and retain the best available personnel for positions of substantial responsibility, to
provide additional incentive to the Directors and Employees of the Company or its subsidiaries (as defined in Section&nbsp;2 below) to whom options may be granted under this Plan, and to promote the
success of the Company's business. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options
granted hereunder may be either "incentive stock options," as defined in Section&nbsp;422 of the Internal Revenue Code of 1986, as amended ("ISO's"), or
"Non-ISO's," at the discretion of the Board and as reflected in the terms of the written option agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Plan is not intended as an agreement or promise of employment. Neither the Plan, nor any Option granted pursuant to the Plan, shall confer on any person any right to continue in the
employ of the Company. The right of the Company to terminate an Employee is not limited by the Plan, nor by any Option granted pursuant to the Plan, unless such right is specifically described by the
terms of any such Option. </FONT></P>

<P><FONT SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;DEFINITIONS.&nbsp;&nbsp;&nbsp;&nbsp;As
used herein, the following definitions shall apply: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;"Board"
shall mean the Committee, if one has been appointed, or the Board of Directors of the Company, if no Committee is appointed. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;"Code"
shall mean the Internal Revenue Code of 1986, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;"Committee"
shall mean the Committee appointed under Section&nbsp;4(a) hereof, or, in the absence of such appointment, the Board of Directors of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;"Common
Stock" shall mean the Common Stock of the Company par value $.01 per share. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;"Company"
shall mean InterSystems,&nbsp;Inc., a Delaware corporation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;"Continuous
Service or Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee or Director. Continuous
Status as an Employee or Director shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;"Director"
shall mean any person serving on the Board of Directors. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;"Employee"
shall mean any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director's fee
by the Company shall not be sufficient to constitute "employment" by the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;"Fair
Market Value" shall mean the closing bid price of the Company's Common Stock as reported on the American Stock Exchange (or if the Common Stock is not traded on
the American Stock Exchange, on the Exchange Quotation System or Electronic Bulletin Board which reports or quotes the closing prices for a share of the Company's Common Stock) for any date (or, if no
shares of Common Stock are traded on such date, for the immediately preceding date on which shares of Common Stock were traded) as reported in the Wall Street Journal (or if the Wall Street Journal no
longer reports such price, any newspaper, trade journal or quotation service selected by the Committee); or, if no such price quotation is available, the price which the Committee acting in good faith
determines through any reasonable valuation method that a share of Common Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts. </FONT></P>

</UL>
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<UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;"Incentive
Stock Option" shall mean an Option intended to qualify as an incentive stock option within the meaning of Section&nbsp;422 of the Code. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;"Non-ISO"
shall mean an Option granted under the Plan to purchase stock which is not intended by the Committee to satisfy the requirements of
Section&nbsp;422 of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;"Option"
shall mean a stock option granted pursuant to the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;"Option
Price" shall mean the price per Option Share at which an Option may be exercised. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&nbsp;"Optioned
Stock" shall mean the Common Stock subject to an Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&nbsp;"Optionee"
shall mean an Employee or Director who receives an Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;&nbsp;"Parent"
shall mean a "parent corporation," whether now or hereafter existing, as defined in Section&nbsp;424(e) of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;&nbsp;"Plan"
shall mean this InterSystems,&nbsp;Inc. 1997 Stock Option Plan, as amended from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;&nbsp;"Rule&nbsp;16b-3"
shall mean Rule&nbsp;16b-3 of the General Rules and Regulations under the Exchange Act. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;&nbsp;&nbsp;&nbsp;"Share"
shall mean a share of the Common Stock, as adjusted in accordance with Section&nbsp;11 of the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u)&nbsp;&nbsp;"Subsidiary"
shall mean a "subsidiary corporation," whether now or hereafter existing, as defined in Section&nbsp;424(f) of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;"Ten
Percent Shareholder" shall mean a person who owns (after taking into account the attribution rules of Section&nbsp;424(d) of the Code) more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or a Subsidiary. </FONT></P>

</UL>

<P><FONT SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;STOCK
AUTHORIZED.&nbsp;&nbsp;&nbsp;&nbsp;Subject to the provisions of Section&nbsp;11 of the Plan, the maximum aggregate number of shares which may be Optioned and sold under the Plan shall
not exceed one million two hundred fifty thousand (1,250,000) shares of authorized, but unissued, or reacquired Common Stock. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for further grant under the Plan. </FONT></P>


<P><FONT SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;ADMINISTRATION. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</FONT><FONT
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Procedure.&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered by the Board of Directors or by a Committee of not fewer than two
members of the Board of Directors (the "Committee") to be designated by the Board of Directors of the Company. No member of the Committee shall be eligible at any time during his or her tenure to
receive Options under the Plan. In addition, no member of the Committee shall have received any Options under the Plan during the one (1)&nbsp;year period prior to his or her tenure on the
Committee. A majority vote of the members of the Committee shall be required for all of its actions. The provisions of the immediately preceding two sentences shall not be applicable to the extent
Rule&nbsp;16b-3 is amended such that similar requirements are no longer applicable for the exemption offered thereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
majority of the entire Committee shall constitute a quorum, and the action of the majority of the Committee members present at any meeting at which a quorum is present shall be the
action of the Committee. All decisions, determinations, and interpretations of the Committee shall be final and conclusive on all persons affected thereby and shall, as to Incentive Stock Options, be
consistent with </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>
Section&nbsp;422 of the Code. The Committee shall have all of the powers and duties set forth herein, as well as such additional powers and duties as the Board of Directors may delegate to it;
provided, however, that the Board of Directors expressly retains the right in its sole discretion (i)&nbsp;to elect and to replace the members of the Committee, and (ii)&nbsp;to terminate or amend
this Plan in any manner consistent with applicable law. The Board of Directors may from time to time elect members of the
Committee in substitution for and in addition to members previously elected, may fill vacancies in the Committee, however caused, and may discharge the Committee. Duly authorized actions of the
Committee shall constitute actions of the Board of Directors for the purpose of this Plan and the administration thereof. Notwithstanding anything to the contrary contained herein unless the last
sentence of the first paragraph of Section&nbsp;4(a) is applicable, no member of the Committee shall serve as such under this Plan unless such person is a "disinterested person" within the meaning
of Rule&nbsp;16b-3(c)(2)(i)&nbsp;of the Exchange Act. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</FONT><FONT
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Powers of the Committee.&nbsp;&nbsp;&nbsp;&nbsp;Subject to the provisions of the Plan, the Committee shall have the authority, in
its discretion: (i)&nbsp;to grant Incentive Stock Options, in accordance with Section&nbsp;422 of the Code, or to grant "Non-ISO's;" (ii)&nbsp;to determine the Fair Market Value of
the Common Stock; (iii)&nbsp;to determine the exercise price per share of Options to be granted which exercise price shall be determined in accordance with Section&nbsp;8(a) of the Plan;
(iv)&nbsp;to determine the Employees and Directors to whom, and the time or times at which, Options shall be granted and the number of Shares to be represented by each Option; (v)&nbsp;to
interpret the Plan; (vi)&nbsp;to prescribe, amend and rescind rules and regulations relating to the Plan; (vii)&nbsp;to determine the terms and provisions of each Option granted (which need not be
identical) and, with the consent of the holder thereof, modify or amend each Option; (viii)&nbsp;to accelerate or defer (with the consent of the Optionee) the exercise date of any Option;
(ix)&nbsp;to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Board; and (x)&nbsp;to make all other
determinations deemed necessary or advisable for the administration of the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)</FONT><FONT
SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Effect of the Committee's Decision.&nbsp;&nbsp;&nbsp;&nbsp;All decisions, determinations and interpretations of the Committee shall
be final and binding on all Optionees and any other holders of any Options granted under the Plan. </FONT></P>

<P><FONT SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;ELIGIBILITY.&nbsp;&nbsp;&nbsp;&nbsp;Options
may be granted only to consultants, advisors, Employees and to Directors who are not serving on the Committee, except to the extent provided in the
last sentence of the first paragraph of Section&nbsp;4(a). Any Employee or Director, consultant or advisor who has been granted an Option may, if he is otherwise eligible, be granted an additional
Option or Options. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
grant of an Option shall be evidenced by an Option Agreement, and each Option Agreement shall (1)&nbsp;specify whether the Option is an Incentive Stock Option or a
Non-ISO and (2)&nbsp;incorporate such other terms and conditions as the Committee acting in its absolute discretion deems consistent with the terms of this Plan, including, without
limitation, a restriction on the number of shares of stock subject to the Option which first become exercisable during any calendar year. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
the extent that the aggregate Fair Market Value of the stock of the Company subject to Incentive Stock Options granted any Optionee which first become exercisable in any calendar year
exceeds $100,000, such Options shall be treated as Non-ISO's. This $100,000 limitation shall be administered in accordance with the rules under Section&nbsp;422(d) of the Code. </FONT></P>

<P><FONT SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;EFFECTIVE
DATE AND TERM OF PLAN.&nbsp;&nbsp;&nbsp;&nbsp;The effective date of this Plan ("Effective Date") shall be the date it is adopted by the Board, provided the stockholders of the Company
(acting at a duly called meeting of such stockholders) approve this Plan within twelve (12)&nbsp;months after such Effective Date. The effectiveness of Options granted under this Plan prior to the
date such shareholder approval is obtained shall be contingent on such shareholder approval. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the provisions of Section&nbsp;13 hereof, no Option shall be granted under this Plan on or after the earlier of: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;the
tenth anniversary of the Effective Date of this Plan in which event the Plan otherwise thereafter shall continue in effect until all outstanding Options shall have
been surrendered or exercised in full or no longer are exercisable, or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;the
date on which all of the Common Stock reserved for issuance under Section&nbsp;3 of this Plan has (as a result of the exercise or expiration of Options granted
under this Plan) has been issued or no longer is available for use under this Plan, in which event the Plan also shall terminate on such date. </FONT></P>

</UL>

<P><FONT SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;TERM
OF OPTION.&nbsp;&nbsp;&nbsp;&nbsp;An Option shall expire on the date specified in such Option, which date shall not be later than the tenth anniversary of the date on which the Option was
granted, except that if any Employee or Director, at any time an Incentive Stock Option is granted to him, owns stock representing more than ten percent of the total combined voting power of all
classes of Common Stock (or, under Section&nbsp;424(d) of the Code is deemed to own stock representing more than ten percent of the total combined voting power of all such classes of Common Stock,
by reason of the ownership of such classes of stock, directly or indirectly, by or for any brother, sister, spouse, ancestor or lineal descendant of such Employee or Director, or by or for any
corporation, partnership, state or trust of which such Employee or Director is a shareholder, partner or beneficiary), the Incentive Stock Option granted him shall not be exercisable after the
expiration of five years from the date of grant or such earlier expiration as provided in the particular Option agreement. </FONT></P>


<P><FONT SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;EXERCISE
PRICE AND CONSIDERATION. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The
Option Price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Committee, but shall be subject to the
following: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;In
the case of an Incentive Stock Option </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;&nbsp;granted
to an Employee who, immediately before the grant of such Incentive Stock Option, owns stock (considering attribution under Section&nbsp;424(d) of the Code)
representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the Option Price shall be no less than 110% of the Fair Market Value
per Share on the date of grant. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&nbsp;granted
to an Employee, the per share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;In
the case of an Option granted on or after the effective date of registration of any class of equity security of the Company pursuant to Section&nbsp;12 of the
Exchange Act and prior to six months after the termination of such registration, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the
date of grant. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;The
consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board and may consist
entirely of cash, check or a promissory note. </FONT></P>

<P><FONT SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;EXERCISE
OF OPTION. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Procedure
for Exercise; Rights as a Shareholder.&nbsp;&nbsp;&nbsp;&nbsp;Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by
the Committee, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An
Option may not be exercised for a fraction of a Share. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise
the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any consideration
and method of payment allowable under Section&nbsp;8(b) of the Plan. Until the issuance, which in no event will be delayed more than thirty (30)&nbsp;days from the date of the exercise of the
Option (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exercise
of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Termination
of Service as an Employee or Director. If the Continuous Service of any Employee or Director terminates, he may, but only within thirty (30)&nbsp;days (or
such other period of time not exceeding three (3)&nbsp;months as is determined by the Committee) after the date he ceases to be an Employee or Director of the Company, exercise his Option to the
extent that he was entitled to exercise it as of the date of such termination. To the extent that he was not entitled to exercise the Option at the date of such termination, or if he does not exercise
such Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Disability
of Optionee. Notwithstanding the provisions of Section&nbsp;9(b) above, in the event an Optionee who is at the time of his becoming disabled an Employee or
Director is unable to continue his Continued Service with the Company as a result of his total and permanent disability (as defined in Section&nbsp;105(d)(4) of the Code, as amended), he may, but
only within three (3)&nbsp;months (or such other period of time not exceeding twelve (12)&nbsp;months as is determined by the Committee) from the date of disability, exercise his Option to the
extent he was entitled to exercise it at the date of such disability and to the extent such Option has not already expired by its terms. To the extent that he was not entitled to exercise the Option
at the date of disability, or if he does not exercise such Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Death
of Optionee. In the event of the death of an Optionee: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;during
the term of the Optionee who is at the time of his death an Employee or Director of the Company and who shall have been in Continuous Status as an Employee or
Director since the date of grant of the Option, the Option may be exercised, at any time within twelve (12)&nbsp;months following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living one (1)&nbsp;month
after the date of death; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;within
thirty (30)&nbsp;days (or such other period of time not exceeding three (3)&nbsp;months as is determined by the Committee) after the termination of
Continuous Status as an Employee or Director, the Option may be exercised, at any time within three (3)&nbsp;months following the date of death, by the Optionee's estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination and not yet expired. </FONT></P>

</UL>

<P><FONT SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;TRANSFERABILITY
OF OPTIONS. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Incentive
Stock Options.&nbsp;&nbsp;&nbsp;&nbsp;The Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than
by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Non-qualified
Stock Options.&nbsp;&nbsp;&nbsp;&nbsp;The Committee may, in its discretion, authorize all or a portion of the options to be granted to the Optionee to be
on terms which permit transfer by such Optionee to (i)&nbsp;the spouse, children or grandchildren or parents of the Optionee ("Immediate Family Members"), (ii)&nbsp;a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iii)&nbsp;a partnership or limited liability company in which such Immediate Family Members are the only partners or members, provided that
(x)&nbsp;there is no consideration paid for any such transfer and (y)&nbsp;subsequent transfers shall be prohibited except in accordance with the laws of descent and distribution, or by will.
Following transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of Sections 4, 5, 8 and
9 hereof, the term "Optionee" shall be deemed to refer to the transferee. The events of termination of employment of Section&nbsp;9 hereof shall continue to be applied with respect to the original
Optionee, following which the options shall be exercisable by the transferee only to the extent, and for the periods specified at Section&nbsp;9 hereof. </FONT></P>


<P><FONT SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION OR MERGER.&nbsp;&nbsp;&nbsp;&nbsp;Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock split or the payment of a stock dividend with respect to the Common Stock or any other increase or decrease in the number
of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event of the proposed dissolution or liquidation of the Company, or in the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board
and give each Optionee the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. </FONT></P>

<P><FONT SIZE=2>12.&nbsp;&nbsp;&nbsp;&nbsp;TIME
FOR GRANTING OPTIONS.&nbsp;&nbsp;&nbsp;&nbsp;The date of grant of an Option shall, for all purposes, be the date on which the Board makes the determination granting such Option. Notice of
the determination shall be given to each Employee to whom an Option is so granted within a reasonable time after the date of such grant. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>13.&nbsp;&nbsp;&nbsp;&nbsp;AMENDMENT
AND TERMINATION OF THE PLAN. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The
Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable; provided that, the following revisions or amendments shall
require approval of the holders of a majority of the outstanding shares of the Company entitled to vote: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;any
material increase in the number of Shares subject to the Plan, other than in connection with an adjustment under Section&nbsp;11 of the Plan; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;if
shareholder approval of such amendment is required for continued compliance with Rule&nbsp;16b-3 or Section&nbsp;422 of the Code. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Shareholder
Approval. Any amendment requiring shareholder approval under Section&nbsp;13(a) of the Plan shall be solicited as described in Section&nbsp;19 of the
Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;Effect
of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force
and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and
the Company. </FONT></P>

<P><FONT SIZE=2>14.&nbsp;&nbsp;&nbsp;&nbsp;RIGHTS
AS A STOCKHOLDER.&nbsp;&nbsp;&nbsp;&nbsp;The holder of an option shall have no rights as a stockholder with respect to any shares covered by the option (including, without limitation,
any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to him or her for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. </FONT></P>

<P><FONT SIZE=2>15.&nbsp;&nbsp;&nbsp;&nbsp;CANCELLATION
AND NEW GRANT OF OPTIONS, ETC.&nbsp;&nbsp;&nbsp;&nbsp;The Board of Directors shall have the authority to effect, at any time and from time to time, with the consent of the affected
Optionees, (i)&nbsp;the cancellation of any or all outstanding options under the Plan and the grant in substitution therefore of new options under the Plan covering the same or different numbers of
shares and having an option exercise price per share which may be lower or higher than the exercise price per share of the cancelled options or (ii)&nbsp;the amendment of the terms of any and all
outstanding options under the Plan to provide an option exercise price per share which is higher or lower than the then-current exercise price per share of such outstanding options. </FONT></P>

<P><FONT SIZE=2>16.&nbsp;&nbsp;&nbsp;&nbsp;CONDITIONS
UPON ISSUANCE OF SHARES.&nbsp;&nbsp;&nbsp;&nbsp;Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to
such compliance. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law. </FONT></P>

<P><FONT SIZE=2>17.&nbsp;&nbsp;&nbsp;&nbsp;RESERVATION
OF SHARES.&nbsp;&nbsp;&nbsp;&nbsp;The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Inability
of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><FONT SIZE=2>18.&nbsp;&nbsp;&nbsp;&nbsp;OPTION
AGREEMENT.&nbsp;&nbsp;&nbsp;&nbsp;Options shall be evidenced by written Option agreements in such form as the Committee shall approve. The stock option agreement authorized under the
Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the Option, as the Committee shall deem advisable. Any such stock option agreement shall
contain such limitations and restrictions upon the exercise of the Option as shall be necessary in order that such option will be an Incentive Stock Option as defined in Section&nbsp;422 of the
Code. </FONT></P>

<P><FONT SIZE=2>19.&nbsp;&nbsp;&nbsp;&nbsp;SHAREHOLDER
APPROVAL.&nbsp;&nbsp;&nbsp;&nbsp;Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve months before or after the date the Plan is
adopted. If such shareholder approval is obtained at a duly held stockholders' meeting, it may be obtained by the affirmative vote of the holders of a majority of the outstanding shares of the Company
present or represented and entitled to vote thereon. The approval of such stockholders of the Company shall be (1)&nbsp;solicited substantially in accordance with Section&nbsp;14(a) of the
Exchange Act and the rules and regulations promulgated thereunder, or (2)&nbsp;solicited after the Company has furnished in writing to the holders entitled to vote substantially the same information
concerning the Plan as that which would be required by the rules and regulations in effect under Section&nbsp;14(a) of the Exchange Act at the time such information is furnished. </FONT></P>


<P><FONT SIZE=2>20.&nbsp;&nbsp;&nbsp;&nbsp;INDEMNIFICATION
OF COMMITTEE.&nbsp;&nbsp;&nbsp;&nbsp;In addition to such other rights of indemnification as they may have as Directors or as members of the Committee, the members of the
Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Board member is liable
for negligence or misconduct in the performance of his duties; provided that within 60&nbsp;days after institution of any such action, suit or proceeding a Board member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same. </FONT></P>

<P><FONT SIZE=2>21.&nbsp;&nbsp;&nbsp;&nbsp;APPLICATION
OF FUNDS.&nbsp;&nbsp;&nbsp;&nbsp;The proceeds received by the Company from the sale of Common Stock pursuant to Options will be used for general corporate purposes. </FONT></P>

<P><FONT SIZE=2>22.&nbsp;&nbsp;&nbsp;&nbsp;NO
OBLIGATION TO EXERCISE OPTION.&nbsp;&nbsp;&nbsp;&nbsp;The granting of an Option shall impose no obligation upon the Optionee to exercise such Option. </FONT></P>

<P><FONT SIZE=2>23.&nbsp;&nbsp;&nbsp;&nbsp;OTHER
COMPENSATION PLANS.&nbsp;&nbsp;&nbsp;&nbsp;The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Company or any
Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees and directors of the Company or any Subsidiary. </FONT></P>

<P><FONT SIZE=2>24.&nbsp;&nbsp;&nbsp;&nbsp;SINGULAR,
PLURAL; GENDER.&nbsp;&nbsp;&nbsp;&nbsp;Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. </FONT></P>

<P><FONT SIZE=2>25.&nbsp;&nbsp;&nbsp;&nbsp;HEADINGS,
ETC., NO PART OF PLAN.&nbsp;&nbsp;&nbsp;&nbsp;Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan. </FONT></P>

<P><FONT SIZE=2>26.&nbsp;&nbsp;&nbsp;&nbsp;GOVERNING
LAW.&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, except to the extent preempted by Federal law. The Plan
is intended to comply with Rule&nbsp;16b-3. Any provisions inconsistent with Rule&nbsp;16b-3 shall be inoperative and shall not affect the validity of the Plan, unless the
Board of Directors shall expressly resolve that the Plan is no longer intended to comply with Rule&nbsp;16b-3. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kg3996_equifin,_inc._form_of_proxy"> </A>
<A NAME="toc_kg3996_3"> </A>
<BR></FONT><FONT SIZE=2><B>EQUIFIN,&nbsp;INC.    <BR>  <BR>  <BR>    FORM OF PROXY    <BR>  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned hereby appoints WALTER M. CRAIG, JR. and DANIEL T. MURPHY, and each of them with full power of substitution, proxies to vote all shares of common
stock of EquiFin,&nbsp;Inc. (the "Company") owned by the undersigned at the Annual Meeting of Stockholders on November&nbsp;19, 2002, and at any adjournment thereof on the items of business set
forth on the reverse and on such other business as may properly come before the meeting. </FONT></P>

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<TR VALIGN="TOP">
<TD WIDTH="3%"><FONT SIZE=2>/x/</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>PLEASE MARK YOUR</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%"><FONT SIZE=2>NOMINEES:</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="43%"><FONT SIZE=2>WALTER M. CRAIG, JR.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="23%"><FONT SIZE=2>VOTES AS IN THIS</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="6%" ALIGN="RIGHT"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="43%"><FONT SIZE=2>ALLEN H. VOGEL</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="3%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="6%" ALIGN="RIGHT"><FONT SIZE=2><BR>
FOR</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="15%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="43%"><FONT SIZE=2><BR>
WITHHOLD AUTHORITY</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="3%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="23%"><FONT SIZE=2><BR>
Election of all nominees as directors until their successors shall be duly elected</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="6%" ALIGN="RIGHT"><FONT SIZE=2><BR>
/ /</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="15%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="43%"><FONT SIZE=2><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/ /<BR></FONT>
</TD>
</TR>
</TABLE>
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<P><FONT SIZE=2>TO WITHHOLD AUTHORITY TO VOTE FOR ANY SPECIFIC NOMINEE(S), PRINT NAMES BELOW </FONT></P>

<P><FONT SIZE=2>Proposal
to approve, adopt, and ratify an amendment to the Company's 1997 Stock Option Plan </FONT></P>

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<TD WIDTH="31%" ALIGN="CENTER"><FONT SIZE=2>FOR</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="31%" ALIGN="CENTER"><FONT SIZE=2>AGAINST</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="31%" ALIGN="CENTER"><FONT SIZE=2>ABSTAIN</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="31%" ALIGN="CENTER"><FONT SIZE=2>/ /</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="31%" ALIGN="CENTER"><FONT SIZE=2>/ /</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="31%" ALIGN="CENTER"><FONT SIZE=2>/ /<BR></FONT>
</TD>
</TR>
</TABLE></DIV>
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<P><FONT SIZE=2>THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF THE UNDERSIGNED FAILS TO SPECIFY HOW THE PROXY IS TO BE VOTED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
AND FOR THE PROPOSALS. </FONT></P>

<P><FONT
SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>(L.S.)
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>(L.S.)
DATE <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
2002<BR>
SIGNATURE OF STOCKHOLDER&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SIGNATURE OF STOCKHOLDER </FONT></P>

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<TR VALIGN="TOP">
<TD WIDTH="9%"><FONT SIZE=2>NOTE:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="88%"><FONT SIZE=2>(Please sign your name exactly as it appears on the proxy. When signing as attorney, agent, executor, administrator, trustee, guardian or corporate officer, please give full title as such. Each joint owner should sign the
proxy).</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<BR>
<P><br><A NAME="03NYC3996_4">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_kg3996_1">Exhibit 10.1</A></FONT><BR>
</UL>
<FONT SIZE=2><A HREF="#toc_kg3996_2">EQUIFIN, INC. 1997 STOCK OPTION PLAN</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kg3996_3">EQUIFIN, INC. FORM OF PROXY</A></FONT><BR>

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</TEXT>
</DOCUMENT>
