          STOCK OPTION AGREEMENT,  made as of the 6th day of February, 2003 (the
"Agreement"),  between CORNICHE GROUP INCORPORATED,  a Delaware corporation (the
"Company"), and MARK WEINREB (the "Optionee").

                          ----------------------------

          WHEREAS,  concurrently  herewith,  the  Company  has  adopted the 2003
Equity Participation Plan (the "Plan").

          WHEREAS,  concurrently  herewith,  the  Company and the  Optionee  are
entering into an Employment Agreement of even date pursuant to which the Company
has agreed to grant to the Optionee an option to purchase  Common  Shares of the
Company pursuant to the Plan.

          NOW, THEREFORE, in consideration of the foregoing,  the Company hereby
grants to the Optionee the right and option to purchase  Common Shares under and
pursuant  to the terms and  conditions  of the Plan and upon and  subject to the
following terms and conditions:

          1.  GRANT OF OPTION.  The Company hereby  grants to the  Optionee  the
right and option (the  "Option")  to purchase  up to Two  Million  Five  Hundred
Thousand  (2,500,000)  Common Shares of the Company (the "Option Shares") during
the  period  commencing  on the date  hereof  and  terminating  at 5:00 P.M.  on
February 5, 2013 (the "Expiration Date").

          2.  NATURE OF OPTION.  The Option is intended to meet the requirements
of Section 422 of the  Internal  Revenue Code of 1986,  as amended,  relating to
"incentive stock options".

          3.  EXERCISE  PRICE.  The exercise  price of each of the Option Shares
shall be Three Cents ($.03) (the  "Exercise  Price").  The Company shall pay all
original issue or transfer taxes on the exercise of the Option.

          4.  EXERCISE OF OPTIONS.  The Option shall be exercised in  accordance
with the  provisions  of the Plan.  In  addition to the  permissible  methods of
exercise  provided  for in the Plan,  the Optionee may elect to have the Company
reduce the  number of shares  otherwise  issuable  to him upon  exercise  of the
Option  by a  number  of  shares  having  a fair  market  value  (determined  in
accordance  with the  provisions of the Plan) equal to the Exercise Price of the
Option being  exercised (a "Net  Exercise").  As soon as  practicable  after the
receipt of notice of exercise and payment of the Option Price as provided for in
the Plan,  or upon a Net  Exercise,  the Company  shall  tender to the  Optionee
certificates  issued in the  Optionee's  name  evidencing  the  number of Option
Shares covered thereby.

          5.  RELOAD OPTIONS.  In  the  event the  Exercise  Price  is  paid  by
delivery of Common Shares (as provided for in Section  13(b)(ii) of the Plan) or
through a Net Exercise,  the Optionee shall receive,  contemporaneously with the
payment  of the  Exercise  Price  in such  manner,  and in  accordance  with the
provisions  of the Plan, a reload stock option to purchase that number of Common
Shares equal to the sum of (i) the number of Common  Shares used to exercise the
Option  (or not  issued in the case of a Net  Exercise)  and (ii) the  number of


<PAGE>

Common  Shares used to satisfy any tax  withholding  incident to the exercise of
the Option, as provided for in the Plan.

          6.  TERMINATION  OF  EMPLOYMENT.  The Option shall remain  exercisable
until the  Expiration  Date  notwithstanding  any  termination  or  cessation of
employment with the Company or its subsidiaries for any reason whatsoever.

          7.  INCORPORATION  BY REFERENCE.  The terms and conditions of the Plan
are hereby incorporated by reference and made a part hereof.

          8.  NOTICES.  Any notice or  other communication given hereunder shall
be deemed  sufficient if in writing and hand  delivered or sent by registered or
certified  mail,  return  receipt  requested,  addressed  to  the  Company,  c/o
Lowenstein  Sandler PC, 65 Livingston Avenue,  Roseland,  New Jersey 07068-1791,
Attention  Alan  Wovsaniker,  Esq. and to the Optionee at the address  indicated
below.  Notices  shall be deemed to have been given on the date of hand delivery
or mailing,  except notices of change of address,  which shall be deemed to have
been given when received.

          9.  BINDING  EFFECT.  This Agreement shall be  binding upon and  inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

          10.  ENTIRE AGREEMENT.  This  Agreement,   together  with  the   Plan,
contains  the entire  understanding  of the parties  hereto with  respect to the
subject matter hereof and may be modified only by an instrument  executed by the
party sought to be charged.


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<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


                                            CORNICHE GROUP INCORPORATED

                                        By:_____________________________________
                                            James Fyfe, Chairman

                                           _____________________________________
                                           Signature of Optionee


                                           Mark Weinreb
                                           _____________________________________
                                           Name of Optionee


                                        c/o Certilman, Balin, Adler & Hyman, LLP
                                        90 Merrick Avenue
                                        East Meadow, New York  11554
                                        Attention: Fred Skolnik

                                        ________________________________________
                                        Address of Optionee



