Exhibit 4.1


     THE INTERESTS EVIDENCED BY THIS OPTION AGREEMENT HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED OR ANY STATE SECURITIES REGISTRATION LAW; HAVE BEEN TAKEN FOR
INVESTMENT; AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTECATED OR
OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. ANY
AUTHORIZED ASSIGNMENT OR TRANSFER OF AN INTEREST REPRESENTED BY THIS AGREEMENT
SHALL BE NULL AND VOID.

     THE SPARTA SURGICAL CORPORATION 1987 KEY EMPLOYEES AND KEY PERSONNEL STOCK
OPTION PLAN ("PLAN") AND THIS OPTION AGREEMENT ARE SUBJECT TO THE APPROVAL OF
THE BOARD OF DIRECTORS AND UNTIL SUCH TIME, THESE OPTIONS WILL NOT BE EFFECTIVE.

                             STOCK OPTION AGREEMENT

     AGREEMENT made by and between Sparta Surgical Corporation, a Delaware
corporation, having its principal place of business at 7066 Koll Center Parkway,
Pleasanton, California ("SPARTA") and Thomas F. Reiner ("Optionee") this 19th
day of January, 1995.

                                    RECITALS

     WHEREAS, Optionee Is presently an employee or director of the Company; and

     WHEREAS, Company is desirous of increasing the incentive of Optionee to
exert Optionee's utmost efforts to improve the business and increase the assets
of the Company.

     NOW, THEREFORE, the Company hereby grants to the Optionee an option to
purchase the common stock of the Company on the terms and conditions set forth
below.

     1. Option.
        -------

          (a) The option granted herein is intended as a "non-statutory" stock
option. Subject to the vesting rights specified in Section 3 (a) below, the
Company hereby grants to the Optionee the option to purchase up to 50,000 fully
paid an non-assessable shares of the common stock of the Company ("Share"). The
option granted herein shall expire and terminate at 5:00 p.m.. on January
19,2005.

          (b) For purposes herein, the date of commencement ("Date of
commencement) of the option shall be the date on which the shareholders of
Sparta Surgical Corporation approve the Plan.

     2. Purchase Price.
        --------------

          The purchase price shall be $0.59 per share for the Shares that vest
and become exercisable under this option.



<PAGE>


          The Company shall pay all fees and expenses necessarily incurred by
the Company in the connection with the exercise of the option, but shall not pay
for the registration of such securities pursuant to applicable securities laws.

     3. Vesting; Exercise of Option.
        ---------------------------

          This option may be exercised by the Optionee (or, after his death, by
the person designed in Section 4) only in accordance with the following
provisions:

          (a) This option may be exercised by the Optionee upon delivery of the
following to the Company at its principal executive offices:

               (i)  a written notice of exercise which identifies this Agreement
                    and states the number of shares of stock then being
                    purchased;

               (ii) a check or cash in the amount of the purchase price in such
                    other form of lawful consideration as the Company's Board of
                    Directors may approve from time to time under the provisions
                    of Section 6 of the Plan);

               (iii) a letter of agreement, if requested by the Company, in such
                    form and substance as the Company may require, setting forth
                    the investment intent of the Optionee and such other
                    agreements and representations as specified by the Plan; and

               (iv) a check or cash, if requested by the Company either before
                    or after the Company's receipt of the notice of exercise, in
                    the amount of any taxes (other than stock issue or transfer
                    taxes) which the Company is obligated to collect or withhold
                    by reason of the exercises of the Option.

          (b) This option shall be exercisable and vest on and after the dates
set forth below, the Optionee shall be entitled to purchase all or any portion
of the shares of stock indicated opposite those respective dates.


                  Date                             Shares/Options
                  ----                             --------------
              January 19, 1998                        50,000

          (c) Notwithstanding any contrary provisions to this Agreement, this
option may not be exercised until the Plan has been approved by the shareholders
of the Company as provided for in the Plan.


                                                                               2

<PAGE>


     4. Exercise in the Event of Termination of Optionee's Employment.
        --------------------------------------------------------------

          (a) In the event all positions of the Optionee as a director of
employee (including his position as an officer) are terminated, either
voluntarily or involuntarily, the option granted to the Optionee hereunder may
be exercised by the Optionee within three (3) months from the date of the
Optionee is terminated to the extent Optionee was entitled to exercise this
option on the date of termination. This option shall terminate thereafter and in
no event may this option be exercised after the expiration of the term of this
option as set forth in Section 1 (a).

          (b) If the Optionee dies (1) while acting in a position with the
Company as a director, officer, or employee, or (ii) after the termination of
all positions as a director, officer or employee of the Company, subject to the
provisions of subsections (a) and (c) of this Section 4, this option may be
exercised by a legatee or legatees of such Optionee under such individual's last
will or by the duly authorized administrator or special administrator of
Optionee's estate or by Optionee had the right to exercise this option on the
date of such death.

          (c) An option may not be exercised pursuant to this Section 4 except
to the extent that the Optionee was vested or otherwise entitled to exercise
this option, or any part thereof, on the earlier of (i) the date of the
termination of all positions as a director, officer or employee held by or (ii)
the date of Optionee's death; provided, however, in no event may the option be
exercised after the original expiration date of the option, as set forth in
Section 1(a).

     5. Transfer of Control.
        --------------------

          "Transfer of Control" shall be deemed to have occurred in the event
any of the following occurs with respect to the Control Company (for the purpose
of 'applying this paragraph 5, the "Control Company" shall mean the corporation
whose stock is or will be subject to this option):

     (a) The direct or indirect sale or exchange by the shareholders of the
Control Company of all or substantially all of the stock of the Control Company
where that shareholders of the Control Company before such sale or exchange do
note retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of the Control Company.

     (b) A merger in which the shareholders of the Control Company before such
merger do not retain, directly or indirectly, at least majority of the
beneficial interest in the voting stock of the Control Company.

     (c) The sale, exchange, or transfer of all or substantially all of the
Control Company's assets (other than a sale, exchange, or transfer to one or
more corporations where the shareholders of the Control Company before such
sale, exchange or transfer retain, directly or indirectly, at least a majority
of the beneficial interest in the voting stock of the corporation(s) to which
the assets were transferred).


                                                                               3

<PAGE>


     In the event of a Transfer of Control, the Board, in its sole discretion,
shall either (i) provide that this option become vested and exercisable for
purpose of paragraph 3 of this Option Agreement effective upon the Transfer of
Control, or (ii) arrange with the surviving, continuing, successor, or
purchasing corporation, as the case may be, that such corporation either assume
the Company's rights and obligations under outstanding Option Agreements or
substitute an option for such corporations' stock for such outstanding Options.
Any Options which are neither exercised as the date of the Transfer of Control
nor assumed by the surviving, continuing, successor, or purchasing corporation,
as the case may be, shall terminate as of the date of the Transfer of Control.

     6. Divisibility and Non-Assignability of the Options.
        --------------------------------------------------

          (a) The Optionee may exercise the options herein granted from time to
time during the periods of their respective effectiveness with respect to any
whole number of Shares included therein, but in no event may an option be
exercised as to a fractional share.

          (b) The Optionee may not give, grant, sell, exchange, transfer legal
title, pledge, assign or otherwise encumber or dispose of the options herein
granted or any interest therein, otherwise than Optionee's lifetime only by the
Optionee. Any purported transfer or assignment of this option shall be void and
of no effect, and shall give the Company the right to terminate this option as
of the date of such purported transfer or assignment.

     7. Stock as Investment.
        -------------------

          By accepting this option, the Optionee agrees for Optionee, Optionee's
heirs and legatees that this option and any Optionee, Optionee's heirs and
legatees that this option and any and all Shares purchased upon exercise of the
options granted hereunder shall be acquired for investment and not for
distribution and, upon acceptance of the option and the exercise of the options
granted hereunder, shall deliver to the Company an Investor Certificate, in the
form attached hereto as Exhibit "A" and incorporated by reference, representing
that such Shares are being acquired in good faith for investment and not for
distribution. The Optionee further acknowledges that he or his financial advisor
has a personal or business relationship with the Company such as to enable a
reasonable prudent purchaser to be aware of the character, business acumen and
general business and financial circumstances of the Company. The Company may
place all restrictive legends deemed by it to be appropriate on the
certificates(s) representing Shares to be issued pursuant to the agreement. Upon
exercise of the options granted hereunder, Optionee agrees the shares
represented by the certificate are subject to an irrevocable voting trust
appointing Thomas F. Reiner, as Trustee, with full authority and voting power
over such shares.


                                                                               4

<PAGE>


     8. Risk Factors.
         ------------

     The options exercised hereunder by the Optionee is an investment in the
Company that should be considered to be a speculatory investment. The shares
being offered involve a high degree of risk and prospective Optionee should
carefully consider the specific factors and risk factors including history of
losses and negative cash flows the Company has experienced in the previous
fiscal year of operations. An investment in the Company provides limited
liquidity since the shares are not freely transferable. No market exists for the
resale of the shares. The company's ability to carry out its expansion plans and
increase its results and operating cash flows will depend in part on its raising
additional capital. There can be no assurance that the Company will be able to
accomplish the foregoing in a timely or profitable manner. Before you decide to
exercise any options under this ESOP, the Company urges you to read the
Management's Discussion and Analysis of Financial Condition and Results of
Operation sections contained in Form 1OKSB and 10QSB.

     9. Restriction on Issuance of Shares.
        ----------------------------------

     This option and the obligation of the Company to transfer shares hereunder
shall be subject to all applicable federal and state laws, rules and
regulations, including those related to disclosure of financial and other
information to the Optionee, and to such approvals by any governmental or
regulatory agency as may be required. The Company shall not be required to issue
or deliver any certificate for Shares of its common stock purchased upon the
exercise of any option prior to (a) the completion of all registrations or
qualifications of such shares under any federal or state law, or any rule or
regulation of any governmental body which the Company shall, in its sole
discretion, determine may be necessary or advisable; and (b) permission for the
listing of such shares shall have been given by any national securities exchange
on which the common stock of the Company is at the time of issuance listed, or
(c) counsel to the Company has determined, in his professional judgment, that
such registration, qualification, or listing is not necessary.

     10. Adjustment Upon Changes in Capitalization.
         ------------------------------------------

          (a) In the event of changes in the outstanding common stock of the
Company by reason of stock dividends, stock splits, recapitalization, mergers,
consolidations, combinations, exchanges of shares, separations, reorganizations,
and assuming the Company is a surviving corporation, the number and class of
shares as to which the options may be exercised shall be correspondingly
adjusted by the Company. Such adjustment shall be made by the Board of Directors
of the Company, whose determination in that respect shall be final, binding and
conclusive.

          (b) Any adjustment in the number of Shares shall apply proportionately
only to the unexercised portion of an option granted hereunder If fractions of a
share would result from any such adjustment, the adjustment shall be revised to
the next higher whole number of shares.

          (c) Any issue by the Company for consideration of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect the number or price of Shares subject to the option, and no
adjustment by reason thereof shall be made.


                                                                               5
<PAGE>



     11. No Rights in Option Stock.
         -------------------------

     Optionee shall have no rights as a shareholder in respect of Shares as to
which the option granted hereunder shall not have been exercised and payment
made as herein provided.

     12. Certain Corporate Transactions.
         ------------------------------

     Nothing in this agreement shall in any way prohibit or affect the right and
power of the Company to make adjustments, reclassifications or changes of its
capital or business structures, or from merging with or consolidating into
another corporation, or from selling or transferring all or substantially all of
its assets, or from distributing all or substantially all of its assets to its
stockholders in liquidation, or from dissolving and terminating its corporate
existence.

     13. No Effect Upon Employment.
         -------------------------

     This agreement does not give the Optionee any right to continued employment
by the Company, whether as officer, employee or consultant

     14. Bindinq Effect.
         ---------------

     Except as herein otherwise expressly provided, this agreement shall be
binding upon and insure to the benefit of the parties hereto, their successors,
legal representatives and assigns.

     15. Subject to Terms of the Plan.
         -----------------------------

     This Agreement shall be subject in all respects to the terms and conditions
of the Plan. Your signature herein represents your acknowledgment of receipt of
a copy of the Plan. Any dispute or disagreement which shall arise under to as a
result of or pursuant to this Agreement shall be finally and conclusively
determined by the Board in its sole discretion, and such determination shall be
binding upon all parties.

     16. Tax Effects
         ------------

     THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO
CHANGE. ACCORDINGLY, AN OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) ANY
OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.

     17. Notification of Sale.
         ---------------------

     Optionee, or any person acquiring Shares upon exercise of this Option,
shall notify the Company not more than five (5) days after any sale or
disposition of such Shares.


                                                                               6

<PAGE>

     18. Miscellaneous.
         -------------

     This Agreement shall be construed under the laws of the State of
California. Headings have been included herein for convenience of reference
only, and shall not be deemed a part of the Agreement

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

                                                  Sparta Surgical Corporation

                                                  By:  /s/  Tom Reiner
                                                       -------------------------

                                                  Its:  CHM/President
                                                        ------------------------


                                   ACCEPTANCE

     Optionee acknowledges receipt of the Nonqualified Stock Option Agreement,
copies of the Company's Annual Reports and SEC filings since the end of the last
fiscal year, and an Investor's Certificate. Optionee represents that Optionee
has read and understands the terms and provisions thereof, and hereby accepts
this option subject to all of the terms and conditions thereof. Optionee hereby
agrees to accept as binding, conclusive, and final all decisions or
interpretations required of the Board of Directors of the Company by and as to
this Option.

                                            By:  /s/  Tom Reiner
                                                 -------------------------------

                                                                               7

<PAGE>


                                    EXHIBIT A

                             INVESTOR'S CERTIFICATE

                 (For Use With Offerings Under SEC Regulation D
                and California Corporations Code Section 25102 (f)


     The undersigned, as a condition to purchase shares of the common, no par
stock (the "Securities") of Sparta Surgical Corporation, a Delaware corporation
(the "Company"), certifies to the Company as follows:

     1. My full name, residence address and business address are as follows:

                           Name                         Address
                           ----                        -------

                    Thomas F. Reiner              4478 Fleetwood Rd
--------------------------------------------------------------------------------
                    CHM/President/CEO             Danville, Calif. 94506
--------------------------------------------------------------------------------



     2. I am purchasing the Securities in my own name and for my own account (or
for a trust account if I am a trustee), and no other person has any interest or
right with respect to the Securities, nor have I agreed to give any person any
such interest or right in the future.

     3. 1 am acquiring the Securities for investment and not with a view to or
for sale in connection with any distribution of the Securities. I recognize that
the Securities have not been registered under the Federal Securities Act of
1933, nor qualified under the California Corporate Securities Law of 1968, that
any disposition of the Securities is subject to restrictions imposed by federal
and state law and that the certificates representing the Securities may bear a
restrictive legend. I also recognize that I cannot dispose of the Securities
absent registration and qualification, and that no undertaking has been made
with regard to registering or qualifying the Securities in the future. I
understand that the availability of an exemption in the future will depend in
part on circumstances outside my control and that I may be required to hold the
Securities for a substantial period. I recognize that no representation has been
made to me that a public market with respect to the Securities will exist at a
future date. I understand that the California Commissioner of Corporations has
made no finding or determination relating to the fairness for investment of the
Securities offered by the Company and that the Commissioner has not and will not
recommend or endorse the Securities.


                                                                               8

<PAGE>


     4. 1 have not seen or received any advertisement or general solicitation
with respect to the sale of the Securities.


     5. I believe, by reason of my business or financial experience that I am
capable of evaluating the merits and risks of this investment and of protecting
my own interests in connection with this investment.

     6. 1 acknowledge that during the course of this transaction and prior to
purchasing the Securities I have been provided with financial and other written
information about the Company, I have been given the opportunity by the Company
to obtain such information and ask such questions concerning the Company, the
Securities, and my investment as I felt necessary, and to the extent I availed
myself of such opportunity, I received satisfactory information and answers. If
I requested any additional information which the Company possessed or could
acquire without unreasonable effort or expense and which was necessary to verify
the accuracy of the financial and other written information furnished to me by
the Company, that additional information was provided to me. In reaching the
decision to invest in the Securities, I have carefully evaluated my financial
resources and investment position and the risks associated with this investment,
and I acknowledge that I am able to bear the economic risks of this investment.
I further acknowledge that my financial condition is such that I am under any
present necessity or constraint to dispose of the Securities to satisfy any
existent or contemplated debt or undertaking.

     Dated: This 31st day of March, 2000.


                                              /s/  Thomas F. Reiner
                                              ----------------------------------
                                                   Signature


                                                                               9