Exhibit 10.9



                           Incentive Stock Option Plan
                                       for
                               Medgrup Corporation

    [Approved by the Board of Directors and Shareholders As of May __, 1999]

                                    Article I
                                    ---------

                                     General
                                     -------

     This Incentive Stock Option Plan (hereafter the "Plan") of Medgrup
Corporation (the "Company") for executive and other employees of the Company, is
intended to advance the Company by providing an incentive for those persons to
increase its value.

     Options issued under this Plan are intended to qualify for the tax
benefitted treatment available under Section 422A of the Internal Revenue Code
of 1986. Such tax benefits will available to Optionees who sell the Common
Shares purchased on exercise of Options, when the sale occurs two years after
the Option was granted and one year after it was exercised. A disposition before
expiration of that holding period will be a "disqualifying disposition" and
result in recognition of some or all of the taxable income which was avoided on
the date the Option originally was exercised. See Article XII. Optionees should
consult their personal tax advisors on the future income tax consequences of
selling or otherwise disposing of the Common Shares bought on the exercise of
Options.

     This Plan also may be used to issue options to persons who are not
employees of the Company, but such options will not be "qualified" options under
the United States Internal Revenue Code of 1986.

     Unless registered with the Securities and Exchange Commission on Form S-8,
the Options and the Common Shares issuable on exercise of Options are restricted
securities under rule 144 of the United States Securities and Exchange
Commission, pursuant to the Securities Act of 1933 and state securities laws.
Options and Common Shares shall be granted and issued in accordance with the
information delivery requirements of the securities laws.


                                   Article II
                                   ----------

                                   Definitions
                                   -----------

     Definitions of certain terms in this Plan:

     a. "Board" shall mean the Company's Board of Directors.

     b. "Code" shall mean the Internal Revenue Code of 1986, and the rules and
regulations promulgated thereunder.

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<PAGE>


     c. "Committee" shall mean the Compensation Committee, or such other
committee of the Board designated by the Board to administer the Plan. Until the
Board designates a committee, this Plan shall be administered by the Board. At
least two persons shall serve on the Committee, whose members shall be appointed
by the Board. Board members may serve on the Committee. No member of the
Committee or of the Board shall vote on issuance of an Incentive Stock Option to
himself or herself. Pursuant to the Colorado Business Corporation Act, only the
Board may authorize the issuance of Options and the issuance of Common Shares on
exercise of Options. Therefore, the Committee, if designated, shall have the
authority to administer all other aspects of this Plan, but with respect to the
issuance of Options and the issuance of Common Shares on exercise of Options,
the Committee shall be limited to making recommendations to the Board.

     d. "Common Shares" shall mean shares of the Company's Common Stock, or, in
the event that the outstanding Common Shares are hereafter changed into or
exchanged for different shares or securities of the Company, such other shares
or securities.

     e. "Company" shall mean Medgrup Corporation, a Colorado corporation, and
any parent or subsidiary corporation as defined in Sections 425(e) and (f) of
the Code.

     f. "Fair Market Value" shall mean, with respect to when a stock option is
granted or exercised, the average of the highest and lowest reported sales
prices of the Common Shares as reported in any trading market where the Company
then is listed, or if there were no trading transactions in the Common Shares on
that day, then the last preceding day on which transactions took place.

     Even if the Common Shares are not traded in any public market, Fair Market
Value may be established by reference to sales of Common Shares by the Company,
or to sales by shareholders of Common Shares held by them (which transaction may
be the sale of the Company to another party, or isolated sales to different
parties), or to sales by third parties of outstanding Common Shares which had
been owned by shareholders of record (for example, sales by a trustee in
bankruptcy or by a secured creditor or by order of court in domestic relations
or probate proceedings).

     Further, in evaluating Fair Market Value, there shall be taken into account
other factors including earnings since the last time Common Shares were sold,
new products and newly recruited personnel or independent contractors, the net
worth of the Company, and its prospective earning power and capacity to pay
dividends, the economic and regulatory outlooks for the Company's business, the
values of companies in the same business sector, and other factors.

     g. "Incentive Stock Option" or "ISO" or "Option" shall mean a stock option
issued under the Plan which is intended to meet the terms of Code Section 422A
for qualified incentive stock options.

     h. "Optionee" or "Option holder" shall mean the person to whom has been
granted an Incentive Stock Option. All persons regularly employed by the Company
or its subsidiaries on a full-time salaried basis are eligible to be Optionees.

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<PAGE>


     i. "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Common Shares.

     j. "Ten Percent Shareholder" shall mean an employee who owns ten percent or
more of the Common Shares as such amount is calculated under Code Section
422A(b)(6). Attribution rules under Code Section 425(d) are applicable to
determine whether the ten percent ownership rule is satisfied.

     k. "Vesting" and "vested" shall mean the time(s) when options are
exercisable.

                                   Article III
                                   -----------

                                 Administration
                                 --------------

     3.1 The Committee (or the Board, until a Committee is designated) shall
administer the Plan, but the Committee shall not issue Options or Common Shares
on exercise of Options.

     3.2 The determination of those eligible to receive Incentive Stock Options,
and the amount and terms and conditions of Options shall rest in the sole
discretion of the Board.

     3.3 The Committee may recommend to the Board that it cancel any Incentive
Stock Options if an Optionee conducts herself or himself in a manner which the
Board in good faith determines to be not in the best interests of the Company,
as set forth in Section 10.7.

     3.4 The Committee may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan, or in any granted Incentive Stock Option, as
necessary to carry it into effect.

     3.5 Any recommendation or decision made, or action taken, by the Committee
in good faith and arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.

     3.6 Meetings of the Committee shall be held at such times and places as
shall be determined by the Committee. Notice of meetings shall be made in the
same manner as required for Board meetings under the Bylaws. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present shall decide any
question brought before that meeting. In addition, the Committee may take any
action otherwise proper under the Plan by the signed affirmative vote, taken
without an actual meeting, of all members. All proceedings of the Committee
shall be evidenced by complete and detailed minutes, signed by the Committee
members.

     3.7 No member of the Committee shall be liable for any act or omission of
any other member of the Committee or for any act or omission on her or his own
part, including, but not limited to, the exercise of any power or discretion
given under the Plan, except those resulting from bad faith, gross negligence,
or willful misconduct.

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<PAGE>


     3.8 The Plan shall always be administered in such a manner as to permit the
Options to qualify as "incentive stock options" under Section 422A of the Code.

     3.9 Management of the Company shall supply full and timely information to
the Committee on all matters relating to eligible employees, their duties and
performance, and current information on death, retirement, and disability or
other termination of employment of Optionees, and such other information as the
Committee may require. The Company shall provide the Committee with
administrative assistance as necessary.


                                   Article IV
                                   ----------

                        Number of Reserved Common Shares
                        --------------------------------

     4.1 Reserved Common Shares. The total number of Common Shares of the
Company available for issuance under the Plan shall be 1,500,000. The reserved
shares may be either authorized but unissued, or previously issued and
subsequently reacquired. However, when the exercise price for an Option granted
under this Plan is paid in an "immaculate" or "cashless" exercise with
previously outstanding shares or with the shares underlying the Option which is
being exercised, the total number of Common Shares for which Options granted
under this Plan may thereafter be exercised shall be irrevocably reduced by the
total number of Common Shares for which such Option is thus exercised without
regard to the number of shares received or retained by the Company in connection
with that exercise.

     4.2 Shares Under Expired or Terminated Options. If an Option expires or is
terminated for any reason without having been exercised in full, the unpurchased
Common Shares shall be available for future grants of Options.


                                    Article V
                                    ---------

                       Eligibility, Vesting and Allocation
                       -----------------------------------

     5.1 Eligibility. Qualified Incentive Stock Options may be granted to
officers and employees of the Company, as recommended by the Committee and
authorized by the Board.


     5.2 Vesting. Subject to Section 6.8, Incentive Stock Options generally
shall be exercisable at the time and in the amounts established by the Board.


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<PAGE>
                                   Article VI
                                   ----------

                              Terms and Conditions
                              --------------------

     6.1 Form of Option Agreement. All Incentive Stock Options shall be
evidenced by agreements in the form of Attachment A to this Plan, or in such
other form as may be duly approved pursuant to this Plan. Any such other form
shall be subject to applicable provisions of the Plan, and such other provisions
as the Board may adopt, but always shall include the provisions set forth in
Sections 6.2 through 6.10.

     6.2 Price. The option price per share for Qualified Incentive Stock Options
shall be equal to or more than 100% of the Fair Market Value of a Common Share
on the grant date. The price at which shares may be purchased on exercise of an
Incentive Stock Option by a Ten Percent Shareholder shall be not less than 110
percent of the Fair Market Value on the grant date.

     6.3 Time of Grant. All Incentive Stock Options must be granted within 10
years from the date this Plan is adopted by the Board.

     6.4 Time of Exercise. No Incentive Stock Option granted to any Ten Percent
Shareholder shall be exercisable for more than five years.

     If an Incentive Stock Option vests over time, the rights to exercise shall
cumulate until expiration. Vesting provisions shall be stated in the Option
Agreement.

     6.5 Exercise. An Incentive Stock Option shall be exercised by delivery of
(a) a written notice of exercise (in the form of Attachment B hereto) to the
Company specifying the number of Common Shares to be purchased, and (b) payment
of the exercise price as set forth in Section 6.6. Not less than 1000 Common
Shares may be purchased at one time unless the number purchased is the total
number at the time available for purchase. Until the Common Shares represented
by an exercised option are issued to an Optionee, she or he shall have none of
the rights of a shareholder. When an Option has been duly exercised, the Company
shall issue a restricted certificate for the Common Shares purchased, which
Common Shares shall be duly issued as fully paid and nonassessable shares. In
the event of partial exercise of an Option, no new Option for the exercised
balance need be issued.

     6.6 Method of Payment. In general, the purchase price for an Incentive
Stock Option or portion thereof may be paid in the methods stated below, or by
such other method as may be permitted by law.

          a. In United States dollars by cashier's check, certified check, bank
draft, or money order payable to order of the Company in an amount equal to the
option price; or

          b. In an "immaculate" or "cashless" manner which would allow the
Optionee to keep the number of Common Shares "in the money," i.e., if the Fair
Market Value of the Common Shares exceeds the purchase price under the Option,
as follows: The Optionee may use some of the Common Shares as to which the

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<PAGE>


Option is then being exercised, in which case the notice of exercise need not be
accompanied by any stock certificates, but shall include a statement (i)
specifying the number of Common Shares to be purchased; (ii) directing the
Company to keep that number of Common Shares underlying the Option which equals
(x) the aggregate purchase price of the Common Shares to be purchased, divided
by (y) Fair Market Value on the date the notice of exercise is received by the
Company; and (iii) directing the Company to issue a certificate for the number
of Common Shares which equals (i) minus (ii).

          If the Company is required to withhold from the Option holder for any
tax imposed because of this "immaculate" or "cashless" exercise method, then the
stock surrendered or retained shall include an additional number of shares whose
Fair Market Value equals the amount required to be withheld.

     6.7 Restrictions on Transferability of Options. Except by will or the laws
of descent and distribution, no right or interest in any Incentive Stock Option
shall be assignable or transferable. Incentive Stock Options shall be
exercisable during the Optionee's lifetime only by the Optionee, except as
provided by Section 6.8(c) below.

     6.8 Termination of Employment, Disability, or Death of Optionee. If an
Optionee shall cease to be employed by the Company, die, or become permanently
or totally disabled (within the meaning of Section 22(e)(3) of the Code) while
he or she is holding Options, each Option shall expire as follows:

          a. If the Optionee's termination of employment occurs for any reason
during the first 12 months after grant of the Option, the Optionee's right to
exercise shall terminate; provided, however, that if during the same period the
Optionee shall (i) retire pursuant to Company-approved retirement policies then
in effect or (ii) become permanently and totally disabled (within the meaning of
Section 105(b)(4) of the Code), the Option shall become exercisable in full on
the date of such retirement or disability and remain exercisable for three
months.

          b. If the Optionee's employment is terminated by the Company for any
reason, except death, more than 12 months after grant of the Option, the
Optionee shall have the right to exercise the Option for 30 days after
termination to the extent that it was exercisable on the date of termination.
However, if the Optionee voluntarily leaves the employment of the Company, all
unexercised Options shall terminate immediately and no longer be exercisable.


                      [This Space Intentionally Left Blank]




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<PAGE>


          c. If the Optionee shall die while employed by the Company or within
three months after termination of employment, the personal representative or
administrator of the Optionee's estate or the person(s) to whom the Option was
validly transferred by personal representative or administrator, shall have the
right to exercise the Option for up to three years after the death of the
Optionee, to the extent the Option (i) was exercisable on the date of death and
(ii) was not exercised.

     No transfer of an Incentive Stock Option by the will of an Optionee, or by
the laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish validity of the transfer.

     6.9 Leaves of Absence. For purposes of the Plan, it shall not be considered
a termination of employment when an Optionee is placed by the Company on
military or sick leave or other type of leave of absence considered as
continuing intact the employment relationship. In case of such leave of absence,
the employment relationship shall be continued until the later of the date when
such leave equals 90 days or the date when the Optionee's right to reemployment
with the Company shall no longer be guaranteed by statute or contract.

     6.10 Annual $100,000 Limit For Each Optionee. The aggregate Fair Market
Value (determined as of the time the Option is granted) of the Common Shares
with respect to which an Incentive Stock Option is exercisable for the first
time by the Optionee during any calendar year shall not exceed $100,000. Options
in excess of the annual limit will be "nonqualified stock options" but otherwise
will be exercisable and subject to all terms and provisions of this Plan. For
example, if Options to buy 50,000 Common Shares are granted, and if the Fair
Market Value of the Common Shares is $2.00 or less on grant date, then all of
the Options will be considered Incentive Stock Options when the Options are
exercised, provided the Fair Market Value on exercise date is $2.00 or less. But
if under the example, Fair Market Value is $3.00 at the time of exercise,
Incentive Stock Option treatment under the Code would be limited to 33,333
Common Shares, and the remainder would not qualify for such treatment

                                   Article VII
                                   -----------

                    Adjustments and Corporate Reorganizations
                    -----------------------------------------

     7.1 Adjustments. If the outstanding shares of Common Stock of the Company
are increased or decreased, or are changed into or exchanged for a different
number or kind of shares or securities or other forms of property (including
cash) or rights, as a result of one or more reorganizations, recapitalizations,
spin-offs, stock splits, reverse stock splits, stock dividends or the like, then
appropriate adjustments shall be made in the number and/or kind of shares or
securities or other forms of property (including cash) or rights for which
Options may thereafter be granted under this Plan and for which Options then
outstanding under this Plan thereafter may be exercised. Any such adjustment in
outstanding Options shall be made without changing the aggregate exercise price
applicable to the unexercised portions of such Options.

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<PAGE>


     In connection with any reorganization, recapitalization, spin-off or other
transaction in which the outstanding shares of Common Stock of the Company (or
other class of stock of the Company then covered by this Plan) are changed into
or exchanged for property (including cash), rights and/or securities other than,
or in addition to, stock of the Company's issue, an outstanding Option may under
this Section 7.1 be adjusted to become exercisable for either: (a) the property
(including cash), rights and/or securities receivable in that transaction by a
holder of the number and kind of outstanding shares of Common Stock (or
securities of another class of stock of the Company then covered by this Plan)
subject to the Option immediately prior to the transaction; or (b) stock of the
Company or of a successor employer corporation, or a parent or subsidiary
thereof, provided that (i) such adjustment may preserve but may not increase any
amount by which the Fair Market Value of the stock subject to the Option exceeds
the Option exercise price (comparing such excess immediately before and
immediately after the transaction); and (ii) such adjustment may preserve but
may not reduce the ratio of the Option exercise price to the Fair Market value
of the stock subject to the Option, comparing such ratio immediately before and
immediately after the transaction.

     7.2 Anti-Dilution Provisions (Adjustment to Exercise Price of Options). If
the Company should at any time (after Options have been granted under this Plan)
issue or sell any Common Shares for a consideration per share less than the
exercise price of Options which then are outstanding, then upon such issue or
sale, the exercise price for the outstanding Options shall be automatically
adjusted to a price determined by dividing (i) the sum of (x) the number of
Common Shares outstanding immediately prior to the time of such issue or sale,
multiplied by the Option exercise price then in effect prior to the issue or
sale, plus (y) the consideration, if any, received by the Company upon such
issue or sale, by (ii) the total number of Common Shares outstanding immediately
after such issue or sale. The issuance of Common Shares in transactions covered
by Sections 7.1 and 7.3 shall not result in the application of the anti-dilution
provisions of this Section 7.2.

          For purposes of making the calculation under this Section 7.2, the
following provisions shall apply:

          a. Warrants and Convertible Securities - When Common Shares Deemed
Outstanding. If there are outstanding Options, and if the Company then grants
any right to subscribe for or purchase, or any warrant to purchase Common
Shares, or for the purchase of any preferred stock or other securities
convertible into or exchangeable for Common Shares (the "Convertible
Securities"), and if the minimum price per share for which Common Shares are
issuable pursuant to such rights or warrants or for the Convertible Securities
shall be less than the Option exercise price in effect immediately before such
rights or warrants or Convertible Securities were issued by the Company, then
the total maximum number of Common Shares issuable under such rights or warrants
or for the Convertible Securities shall be deemed outstanding, and be deemed to
have been issued for a price per share equal to all consideration received or
receivable for their initial issue and their exercise or conversion.

          However, if the exercise price of Options is adjusted once under
Section 7.2 by application of subsection 7.2(a), no further adjustment shall be

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<PAGE>


required for the actual issuance of Common Shares unless they are issued for a
per share price which is different from the price used in the initial
calculation. Further, if rights, warrants or Convertible Securities expire after
a Section 7.2 calculation has been made and the exercise price of Options has
been adjusted, then another calculation shall be made to take away the impact of
the Common Shares which were deemed to be outstanding under the unexercised
rights or warrants or unconverted or unexchanged Convertible Securities. This
other calculation shall adjust back the exercise price of the Options to the
extent required to reflect the non-issue of Common Shares under the unexercised
rights or warrants or unconverted or unexchanged Convertible Securities.

          If there are Options outstanding with different exercise prices, the
anti-dilution calculation shall be made for each class of Options which are
affected by the transaction.

          b. Officer's Certificate. Whenever the exercise price of Options shall
be adjusted under Section 7.2, the Company promptly shall prepare and file with
the Secretary of the Company (and with any transfer agent for the Company) an
Officer's Certificate showing the adjusted exercise price(s) and supporting
calculations. A copy of each Officer's Certificate shall be delivered promptly
to each Optionee.

     7.3 Corporate Reorganizations. Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the Company as a
result of which the outstanding shares of Common Stock are changed into or
exchanged for property (including cash), rights or securities not of the
Company's issue, or any combination thereof, or upon a sale of all or
substantially all of the property of the Company to, or the acquisition of stock
representing more than 80% of the voting stock of the Company then outstanding
by, another corporation or person, this Plan shall terminate, and all Options
which had been granted shall terminate (subject to the rights of the next
paragraph), unless provision is made in writing, in connection with such
transaction, for the continuing of the Plan and/or for the assumption of Options
which had been granted, or the substitution for such Options of new options
covering the stock of a successor employing corporation, or a parent or a
subsidiary thereof, with appropriate adjustments in accordance with this Plan as
to the number and kind of shares optioned and their exercise prices, in which
event this Plan and Options which had been granted under this Plan shall be
continued in the manner and under the new terms provided. The stock option
agreement for the new Options may also provide for the acceleration of otherwise
nonexercisable parts of the Option (a) if the Option shall terminate under the
preceding sentence, which acceleration would become effective immediately before
the closing of the transaction which will cause the termination of the Option,
and/or (b) upon other specified events or occurrences, such as involuntary
terminations of the Option holder's employment following certain changes in the
control of the Company.

          If the Option shall terminate pursuant to the preceding paragraph of
this Section 7.3, then the Option holder or other person then entitled to
exercise this Option shall have the right, at such time prior to the
consummation of the transaction causing such termination as the Company shall
designate, to exercise the unexercised part of the Option, including the
portions which would (but for this Section 7.3) not yet be exercisable or
"vested." No corporate reorganization event shall cut off or diminish the rights

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<PAGE>


of Optionees, but they shall be afforded the opportunity to participate as if
they owned Common Shares acquired on exercise of Options as of the date the
corporate reorganization event is consummated.

     7.4 Notices to Optionees. If (i) the Company is to pay any dividend or make
any distribution on the Common Shares, or if the Company shall offer to holders
of Common Shares the rights to subscribe for or buy any shares of stock of any
class or any other rights; or (ii) the Company is to participate in any way in a
capital reorganization, reclassification of capital stock, consolidation or
merger with another corporation, or sell, lease or transfer all or most of its
property to another entity or person, or dissolve or liquidate, then the Company
shall deliver notice of the proposed event to the Optionees at least 10 days
prior to the actual event (or the date of a record date for dividends or rights
to subscribe or buy).

                                  Article VIII
                                  ------------

                        Amendment and Termination of Plan
                        ---------------------------------

     8.1 The Board, without further approval of the shareholders, and at any
time and from time to time, may suspend or terminate the Plan in whole or in
part or amend it in such respects as the Board deems appropriate and in the best
interest of the Company; provided, however, that no such amendment shall be made
which would, without approval of the shareholders:

          a. Materially modify the eligibility requirements for receiving
Options;

          b. Increase the total number of Common Shares which may be issued
pursuant to Options, except in accordance with Article VII;

          c. Reduce the minimum exercise price per Common Share, except in
accordance with Article VII;

          d. Extend the period of granting Options; or

          e. Materially increase in any other way the benefits to Optionees.

     8.2 No amendment, suspension, or termination of this Plan shall, without
the Optionee's consent, alter or impair any of the rights or obligations under
issued Options.

     8.3 The Board may amend the Plan, subject to the limitations cited above,
as may be necessary to permit the granting of Incentive Stock Options meeting
the requirements of the Code.

     8.4 No Option may be granted during any suspension of the Plan or after
termination of the Plan.

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<PAGE>


                                   Article IX
                                   ----------

                        Government and Other Regulations
                        --------------------------------

     9.0 The obligation of the Company to issue Common Shares for exercised
Incentive Stock Options shall be subject to all applicable laws and regulations,
including without limitation (i) for citizens of the United States, the
Securities Act of 1933 and state securities laws, (ii) for citizens of Canada
and other jurisdictions, the securities laws of Canada and other jurisdictions,
and (iii) for the Company, the listing maintenance requirements of the NASDAQ
markets, or other exchanges or quotation markets.


                                    Article X
                                    ---------

                            Miscellaneous Provisions
                            ------------------------

     10.1 No Right to Employment. No person shall have any claim or right to be
granted an Option under the Plan, and the grant thereof under the Plan shall not
be construed as giving any person the right to be employed by the Company, or to
continue any employment with the Company.

     10.2 Plan Expenses. Any expenses of administering this Plan shall be borne
by the Company.

     10.3 Use of Exercise Proceeds. Any cash received from exercise of Options
shall be used for the general corporate purposes of the Company.

     10.4 Foreign Nationals. Without amending the Plan, grants may be made to
employees of the Company who are foreign nationals or employed outside the
United States, or both, on terms and conditions consistent with the Plan's
purpose but different from those specified in the Plan as may be necessary or
desirable to create equitable opportunities, given differences in tax laws.

     10.5 Indemnification. In addition to such other rights of indemnification
as they may have as members of the Board or the Committee, 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 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 a judgment based upon a finding of bad faith; provided
that upon the institution of any such action, suit, or proceeding, a Committee
member shall, in writing, give the Company notice thereof and an opportunity, at
its own expense, to handle and defend the same before such member undertakes to
handle and defend it on her or his own behalf.

     10.6 Substitute Options. Options may be granted under this Plan from time
to time in substitution for options held by employees of other corporations who
become employees of the Company as the result of a merger or the consolidation

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of the employing corporation with the Company or the acquisition by the Company
of the assets of the employing corporation or the acquisition by the Company of
stock of the employing corporation as a result of which it becomes a subsidiary
of the Company.


     10.7 Forfeiture for Certain Acts. Notwithstanding anything to the contrary
in the Plan, if the Board in good faith finds by a majority vote, after full
consideration of the facts presented on behalf of both the Company and the
Optionee, that the Optionee has been engaged in fraud, embezzlement, theft,
commission of a felony or dishonesty in the course of her or his employment by
the Company or any subsidiary corporation, or has disclosed trade secrets
(including but not limited to client lists) of the Company or any subsidiary
corporation, then the Optionee shall be terminated from employment and shall
forfeit all unexercised Options. The decision of the Board as to the cause of an
Optionee's discharge shall be final.


                                   Article XI
                                   ----------

                        Information Delivery Requirements
                        ---------------------------------

     11.0 In order that the Company complies with its obligations under the
securities laws, an Optionee desiring to exercise his or her options will notify
the Chief Executive Officer or Chief Financial Officer of the Company of his or
her intention, in writing. Such officer shall deliver the following information
to the individual: If the Company is filing reports with the Securities and
Exchange Commission, copies of the most recently filed annual and interim
reports and proxy statement. If the Company is not filing such reports, the
information shall consist of audited financial statements for the last fiscal
year and unaudited interim financial statements; a summary of current and
expected contracts and overall business strategy; a summary of the provisions of
or copies of the articles of incorporation and significant business contracts in
place; and any other document material to the evaluation of an investment in the
Company. Prior to exercise of the Option, the Optionee shall acknowledge receipt
of the delivered information in writing.


                                   Article XII
                                   -----------

     Disposition of Stock Acquired on Exercise of an Incentive Stock Option
     ----------------------------------------------------------------------

     12.1 Qualifying Disposition. A disposition of Common Shares acquired by
exercise of an Option, where the disposition occurs after two years from the
grant of the Option will qualify the receipt of proceeds from disposition as
capital gains income, provided that at least one year has elapsed between
exercise of the Option and disposition of the Common Shares.

     12.2 Disqualifying Disposition. A disposition of Common Shares acquired by
exercise of an option, where the disposition occurs less than two years from the
grant of the Option, will disqualify the receipt of proceeds from disposition as
capital gains income, such that (a) the receipt of such proceeds will be

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<PAGE>


recognized as compensation income in the calendar year of disposition, equal to
the difference between the exercise price and the fair market value of the
Common Shares at the time of exercise; and (b) for purposes of calculating
capital gains tax on disposition proceeds, the basis shall equal the exercise
price plus the amount of compensation income recognized.


                                  Article XIII
                                  ------------

                     Shareholder Approval and Effective Date
                     ---------------------------------------

     13.0 This Plan is effective as of the date of approval by the Board, and
must be approved by the shareholders of the Company within 12 months of the date
of approval by the Board.

     Approved by the Board of Directors and Shareholders as of May __, 1999.



                                       13
<PAGE>

                              Attachment A to Plan
                              --------------------

                             Stock Option Agreement

Number of Shares: ______   Date of Grant: _______ __, 199_


     This Stock Option Agreement is made this __ day of _________________,
199__, by and between _________________ ("Optionee") and Medgrup Corporation, a
Colorado corporation (the "Company").

     1. Grant of Option. The Company, pursuant to the provisions of the
Company's Incentive Stock Option Plan ("Plan"), attached hereto, hereby grants
to the Optionee, subject to the terms and conditions set forth or incorporated
herein, an Option to purchase from the Company all or any part of an aggregate
of __________ Common Shares, at the purchase price of $________ per Share. All
of the terms and provisions of the Plan are incorporated herein by reference.

     In the event of any conflict between this Agreement and the Plan, the Plan
shall control.

     2. Exercise. This Option shall be exercisable in whole or in part (in
multiples of 1000 Shares, unless for the balance of this Option) on or before
______________, 20__.

     [Add vesting if applicable]

     This Option shall be exercisable by delivery to the Company of a copy of
this Stock Option Agreement and a manually signed notice of election to
exercise, in the form attached hereto, specifying the number of Shares to be
purchased and accompanied by payment of the full purchase price in the manner
allowed by the Plan.



Medgrup Corporation


-----------------------------
(Name of officer)     (Date)


                                       14

<PAGE>

                              Attachment B to Plan
                              --------------------

                            Date _____________, 200__

Medgrup Corporation
1880 Willow Park Way
Monument, Colorado 80132

     In accordance with Paragraph 2 of the Stock Option Agreement evidencing the
Option granted to me on ________ __, ____, I hereby elect to exercise this
Option to the extent of ______ Common Shares, by (circle method used):

     1. A cashier's check, certified check, bank draft, or money order payable
to order of the Company in an amount equal to the option price; or

     2. My notice to the Company that I intend to exercise in an "immaculate" or
"cashless" manner. Please consider my Option exercised to the extent of ______
Common Shares which I am purchasing. Please keep that number of Common Shares
underlying the Option which equals (x) the aggregate purchase price of the
Common Shares I am purchasing, divided by (y) the Fair Market Value per share on
the date you receive this notice of exercise, and issue me a certificate for the
number of Common Shares equal to the difference between what I am purchasing and
the number of shares you are to keep.

     When the certificate for Common Shares which I have elected to purchase has
been issued, please deliver it to me, along with Schedule I to my Stock Option
Agreement, endorsed to show this exercise, at the following address:

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

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

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


                                            Very truly yours,

                                            ------------------------------------
                                            Optionee Signature

                                            ------------------------------------
                                            Print Name:

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

                                       15

<PAGE>




                                   Schedule I

                     [Endorsed by Company for each exercise]

================================================================================

           Date             Shares Purchased        Payment*      Option Balance
--------------------------------------------------------------------------------

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

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

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

================================================================================





-------------
* Indicate amount of payment. If payment is by "immaculate" or "cashless"
method, as permitted by the Option, attach the calculation sheet to this
Schedule I.

                                       16