EXHIBIT 10.1

                           ACCUIMAGE DIAGNOSTICS CORP.
                            STOCK OPTION PLAN OF 2001


1.  PURPOSE  AND  SCOPE.  The  purposes  of this Plan are to induce  persons  of
outstanding ability and potential to join and remain with AccuImage  Diagnostics
Corp. (the "Company"), to provide an incentive for such employees as well as for
non-employee consultants to expand and improve the profits and prosperity of the
Company  by  enabling  such  persons  to acquire  proprietary  interests  in the
Company, and to attract and retain key personnel through the grant of Options to
purchase shares of the Company's common stock. As used herein, the term "Option"
includes both Incentive Stock Options and Non-Qualified Stock Options

2. DEFINITIONS. Each term set forth in this Section 2 shall have the meaning set
forth opposite such term for purposes of this Plan unless the context  otherwise
requires,  and for the purposes of such definitions,  the singular shall include
the plural and the plural shall include the singular:

(a) "Affiliate" shall mean any parent  corporation or subsidiary  corporation of
the Company as those terms are defined in Sections  424(e) and (f)  respectively
of the Internal Revenue Code of 1986, as amended.


(b) "Board" shall mean the Board of Directors of the Company.


(c) "Committee" shall have the meaning set forth in Section 3 hereof.


(d) "Company" shall mean AccuImage Diagnostics Corp., a Nevada

corporation.


(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.


(f) "Fair  Market  Value" for a share of Stock means the price that the Board or
the Committee acting in good faith determines,  through any reasonable valuation
method  (including  but not  limited  to  reference  to prices  existing  in any
established  market in which the  Stock is  traded),  to be the price at which a
share of 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.

(g) "Option" shall mean a right to purchase Stock granted pursuant to the Plan.

(h) "Exercise Price" shall mean the purchase price for Stock under an Option, as
determined in Sections 7 - "Incentive  Stock  Options" - and 8 -  "Non-Incentive
Stock Options" - below.

<PAGE>

(i)  "Participant"  shall mean an employee  or  non-employee  consultant  to the
Company to whom an Option is granted under the Plan.


(j) "Plan" shall mean this AccuImage Stock Option Plan.


(k) "Stock" shall mean the $0.001 par value common stock of the Company.


(l) "1934 Act" means the Securities Exchange Act of 1934, as amended.


3. ADMINISTRATION.

(a) The Plan shall be  administered  (i) with respect to individuals who receive
options  under  the  Plan  and  who  are or  become  subject  to  the  reporting
requirements  and  short-swing   liability  provisions  of  Section  16  of  the
Securities  Exchange  Act of 1934,  as  amended  (the  "1934  Act")  ("Reporting
Persons")  by a  committee  consisting  of at least two  members of the Board of
Directors of the Company (the "Board"),  each of whom is a non-employee director
(as such term is  defined  under  Rule  16b-3 of the 1934  Act) (the  "Reporting
Persons Committee") and (ii) with respect to all individuals who receive Options
under the Plan and who are not Reporting Persons,  by a committee which consists
of at least two  members  of the  Board  (the  "Stock  Option  Committee").  For
purposes of this Plan,  references to the  "Committee"  shall mean the Reporting
Persons  Committee,  the Stock  Option  Committee,  or both,  as the context may
require.

(b) The Committee  shall have full authority in its  discretion,  subject to and
not inconsistent with the express  provisions of the Plan, to grant Options,  to
determine the Exercise  Price and term of each Option,  the persons to whom, and
the time or times at which, Options shall be granted and the number of shares of
Stock to be covered by each Option; to interpret the Plan; to prescribe,  amend,
and rescind rules and  regulations  relating to the Plan; to determine the terms
and provisions of the option  agreements  (which need not be identical)  entered
into in  connection  with the grant of Options  under the Plan;  and to make all
other determinations deemed necessary or advisable for the administration of the
Plan. The Board may delegate to one or more of their members,  or to one or more
agents,  such administrative  duties as it may deem advisable,  and the Board or
any person to whom it has  delegated  duties as aforesaid may employ one or more
persons to render  advice with respect to any  responsibility  the Board or such
person may have under the Plan.  The Board may  employ  attorneys,  consultants,
accountants,  or other persons, and the Board shall be entitled to rely upon the
advice,  opinions,  or  valuations  of such  persons.  All actions taken and all
interpretations  and  determinations  made by the Board in good  faith  shall be
final and binding upon all Participants,  the Company,  and all other interested
persons.  No member of the Board  shall be  personally  liable  for any  action,
determination,  or  interpretation  made in good faith with respect to the Plan;
and all members of the Board shall be fully  protected by the Company in respect
of any such action, determination, or interpretation.


4. SHARES  SUBJECT TO THE PLAN.  Subject to adjustment  under the  provisions of
Section  13 - "Effect  of Change in Stock  Subject  to Plan" - of the Plan,  the
maximum number of

<PAGE>

shares of Stock that may be optioned or sold under the Plan is Four  Million One
Hundred Thousand (4,100,000).  Such shares may be authorized but unissued shares
of Stock of the Company, or issued shares of Stock reacquired by the Company, or
shares purchased in the open market expressly for use under the Plan. If for any
reason any shares of Stock as to which an Option  has been  granted  cease to be
subject  to  purchase  thereunder,   then  (unless  the  Plan  shall  have  been
terminated) such shares shall become available for subsequent  awards under this
Plan in the discretion of the Board.  The Company shall,  at all times while the
Plan is in force,  reserve such number of common shares as will be sufficient to
satisfy the requirements of all outstanding Options granted under the Plan.

5. ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING OPTIONS.

(a) Options may be granted to:
    (i)   any regular full-time employee  (including  officers and directors) of
          either the Company or any affiliate of the Company; and
    (ii)  any non-employee consultant of the Company.

(b) In  determining to whom options shall be granted and the number of shares of
Stock to be covered  by each  Option,  the Board  shall  follow  the  guidelines
established in Appendix A of this Plan.


6. TERMS AND CONDITIONS OF OPTIONS.

(a) General.  Options  granted  pursuant to the Plan shall be  authorized by the
Board and shall be evidenced by agreements ("Option Agreements") in such form as
the Board from time to time shall approve.  Such Option  Agreements shall comply
with and be subject to the  following  general terms and  conditions,  and shall
also comply with and be subject to the provisions of Appendix A of this Plan.

(b) Employment Agreement.  The Committee may, in its discretion,  include in the
Plan a condition  that the  Participant  shall agree to remain in the employ of,
and/or to render services to, the Company for a period of time (specified in the
Option  Agreement)  following  the date the Option is  granted.  No such  Option
Agreement  shall impose upon the Company any  obligation to employ and/or retain
the Participant for any period of time.

(c) Manner of Exercise.  A Participant  may exercise an Option by giving written
notice of such exercise to the Company at its principal office, attention to the
Chief  Executive  Officer,  and paying the Exercise  Price either (i) in cash in
full at the time of exercise, or (ii) in the discretion of the Board by delivery
of other previously outstanding common stock of the Company,

(d) Time of Exercise.  Promptly  after the exercise of an Option and the payment
of the  Exercise  Price,  either in full or  pursuant  to the  approved  payment
schedule,  the  Participant  shall  be  entitled  to  the  issuance  of a  stock
certificate evidencing ownership of the appropriate number of shares of Stock. A
Participant  shall have none of the  rights of a  shareholder  until  shares are
issued to him/her,  and no adjustment will be

<PAGE>

made for dividends or other rights for which the record date has occurred  prior
to the date such stock certificate is issued.

(e) Number of Shares.  Each  Option  shall  state the total  number of shares of
Stock to which it pertains.

(f)  Option  Period  and  Limitations  on  Exercise  will be  determined  by the
provisions of Appendix A.


7.  TRANSFERABILITY.  Options  granted under this Plan shall not be transferable
other  than by will or by the laws of  descent  and  distribution,  and during a
Participant's  life  shall  be  exercisable  only by such  Participant.  Options
granted under this Plan shall not be subject to  execution,  attachment or other
process.

8. TERMINATION OF EMPLOYMENT.

(a) Options held by employees,  directors  and  non-employee  consultants  shall
terminate as per the schedule of Appendix A.

(b) If  termination  is due to the  employee's  permanent  and total  disability
within the meaning of Section  22(e)(3) of the Code, the Option may be exercised
at any time within one year following termination.

(c) No terms in this Plan  shall be  construed  to extend the term of any Option
nor to permit anyone to exercise the Option after expiration of its term.

(d)  Options  granted  under  this Plan shall not be  affected  by any change of
duties or position of the  Participant so long as Participant  continues to be a
regular,  full-time  employee  of the  Company.  Any  Option,  or any  rules and
regulations relating to the Plan, may contain such provisions as the Board shall
approve with reference to the  determination of the date employment  terminates.
Nothing in the Plan or in any Option  granted  pursuant to the Plan shall confer
upon any Participant any right to continue in the employ of the Company or shall
interfere in any way with the right of the Company to terminate such  employment
at its will at any time.


9.  RIGHTS IN THE EVENT OF DEATH.  If an  employee  dies during the term of this
Option,  his/her  legal  representative  or  representatives,  or the  person or
persons  entitled to do so under the employee's last will and testament or under
applicable  in testate laws,  shall have the right to exercise this Option,  but
only for the number of shares as to which the  employee was entitled to exercise
this  Option on the date of his  death,  and such  right  shall  expire and this
Option shall terminate on the expiration date of this Option.

10. LEAVES OF ABSENCE.  For purposes of the Plan, an employee on approved  leave
of absence from the Company  shall be  considered  as currently  employed for 90
days  following  beginning  the  leave  or for  so  long  as  his/her  right  to
reemployment is guaranteed by statute or contract, whichever is longer.

<PAGE>

11. EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN.

(a) In the event that outstanding  common shares are hereafter changed by reason
of reorganization,  merger, consolidation,  recapitalization,  reclassification,
stock split,  combination  of shares,  stock  dividends and the like,  the Board
shall make adjustments as it deems appropriate in the aggregate number of shares
advisable under the Plan and the number and price subject to outstanding option.
Any adjustment shall apply  proportionately  and only to the unexercised portion
of options granted.

(b) In the event the Company  dissolves or liquidates or another entity succeeds
to its assets,  or in the event of an acquisition or merger or  consolidation in
which the  Company  is not the  surviving  entity,  or in the event of a reverse
merger in which the Company survives but its common stock immediately  preceding
the merger is converted  into other  property by virtue of the merger,  then the
exercise dates of all options granted pursuant to this Plan shall  automatically
accelerate  and  all  options  granted   pursuant  to  this  Plan  shall  become
exercisable in full,  notwithstanding any other provision of this Plan or of any
outstanding  options granted  hereunder.  Notwithstanding  the foregoing,  in no
event  shall any  Option be  exercisable  after the date of  termination  of the
exercise period of such Option.

12. AGREEMENT AND REPRESENTATION OF EMPLOYEES.

(a) Acquiring stock for investment  purposes.  As a condition to the exercise of
any  Option,  the  Company  may  require  the person  exercising  such Option to
represent  and  warrant  at the time of such  exercise  that any shares of Stock
acquired at exercise  are being  acquired  only for  investment  and without any
present  intention to sell or distribute  such shares only if, in the opinion of
Company's  counsel,  such  representation  is  required or  desirable  under the
Securities Act of 1933 or any other applicable law,  regulation,  or rule of any
governmental agency.

(b)  Withholding.  With respect to the exercise of any Option granted under this
Plan, each Participant shall fully and completely  consent to whatever the Board
directs to satisfy the federal and state tax withholding  requirements,  if any,
which the Board in its discretion deems applicable to such exercise.

(c)  Delivery.  The Company is not  obligated to deliver any common shares until
there has been qualification under or compliance with all state or federal laws,
rules and regulations  deemed  appropriate by the Company.  The Company will use
all reasonable efforts to obtain such qualification and compliance.


13. AMENDMENT AND TERMINATION OF PLAN. The Board, by resolution,  may terminate,
amend,  or revise the Plan with  respect to any shares as to which  Options have
not been granted;  provided however, that any amendment that would: (i) increase
the  aggregate  number of shares of common  stock  that may be issued  under the
Plan, (ii) materially  increase the benefits accruing to Participants,  or (iii)
materially  modify the  requirements as to eligibility for  participation in the
Plan, shall be subject to shareholder  approval

<PAGE>

within 12 months before or after adoption. It is expressly contemplated that the
Board may amend the Plan in any respect  necessary to provide employees with the
maximum  benefits  available  under  and/or to satisfy  the  requirements  of or
amendments to Section 422 of the Code.

(a) No termination,  modification or amendment of the Plan may however, alter or
impair the rights conferred by an Option previously  granted without the consent
of the individual to whom the Option was previously granted.

(b) Unless  sooner  terminated,  the Plan shall remain in effect for a period of
ten years from the date of the Plan's  adoption  by the  Board.  Termination  or
amendment of the Plan shall not affect any Option previously granted.


14. USE OF PROCEEDS.  The proceeds from the sale of shares pursuant to Options
granted under the Plan shall constitute general funds of the Company.

15.  EFFECTIVE  DATE OF PLAN. The Effective Date of this Plan is April 20, 2001,
the effective date it was adopted by the Board, provided the shareholders of the
Company  approve this Plan within twelve (12) months after such effective  date.
All Options  granted under the prior plan shall be governed by the terms of this
Plan.

16.  INDEMNIFICATION  OF  COMMITTEE.   In  addition  to  such  other  rights  of
indemnification  as they may have and subject to limitations of applicable  law,
the members of the Committee  shall be  indemnified  by the Company  against all
costs and expenses  reasonably  incurred by them in connection  with any action,
suit or  proceeding 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
rights  granted  thereunder  and against all amounts paid by them in  settlement
thereof or paid by them in satisfaction  of a judgment of any such action,  suit
or proceeding, the Board or Committee member or members shall notify the Company
in writing, giving the Company an opportunity at its own cost to defend the same
before such  Committee  member or members  undertake to defend the same on their
own behalf.

17.  GOVERNING  LAW.  The Plan shall be governed by, and all  questions  arising
hereunder,  shall  be  determined  in  accordance  with  the  laws of  State  of
California as such laws are applied to agreements between  California  residents
entered into and to be performed entirely within California.



Amended and  Adopted by the Board of  Directors  on July 1, 1999
Amended by the Board of Directors on December 22, 1999
Approved by the Shareholders on June 29, 2000


<PAGE>



                        ACCUIMAGE DIAGNOSTICS STOCK PLAN
                                   APPENDIX A

GENERAL RULES:

1.       All employees,  directors and major contractors are eligible to receive
         stock options.

2.       All awards will be valued on the preceding  day's closing quote for the
         stock.

3.       All  awards  will  have  vesting   dates  tied  to  the  date  of  hire
         irrespective of award date.

4.       All options will have a term of 10 years.

5.       Usual vesting will be over a 4-year period,  25% of the options vesting
         at each anniversary.

6.       Subject to satisfactory review,  employees will receive an award of the
         same amount of options as are vesting on each anniversary.

7.       The  number of  options  will be  adjusted  accordingly  to the plan as
         employees  are  promoted.  The  adjustment  will be on the date of hire
         anniversary following the promotion.

8.       Under special  circumstances,  where stock is used to  supplement  pay,
         vesting may be as of the date of award.

9.       Vesting  periods stop on the day of  separation,  except for  employees
         terminated  without  cause,  in  which  there  will be an  extra 90 day
         vesting period.

10.      For  employees  terminating  voluntarily,  they  will have 90 days from
         termination  date to  exercise  their  options.  For  those  terminated
         without cause this period is 180 days. For those  terminated for cause,
         the  option  period  will be 7 days from  termination.  For  employee's
         terminating  because  of  permanent  and total  disability  within  the
         meaning of Section  22(e)(3) of the Code, the option period will be one
         year from separation. In the case of a breach of employment contract or
         violation of company policies,  confidentiality  contract, or any other
         contract  between  company and  employee,  whether  this breach  occurs
         during or after employment,  the company shall have the right to cancel
         any outstanding options.

<PAGE>



                                  AWARD LEVELS:

_____________________________________________ ________________________________
                    LEVEL                                 AWARD QUANTITY
_____________________________________________ ________________________________
             C.E.O. & President                         200,000 - 300,000
_____________________________________________ ________________________________
               Vice President                           100,000 - 150,000
_____________________________________________ ________________________________
        Director and Senior Developer                    80,000 - 120,000
_____________________________________________ ________________________________
 Developer and other individual contributor              70,000 - 100,000
                 categories
_____________________________________________ ________________________________
            Supervised categories                        10,000 - 40,000
_____________________________________________ ________________________________