Exhibit 10.1


                              AMENDED AND RESTATED
                           RUBICON MEDICAL CORPORATION
                                 2001 STOCK PLAN

1. Purposes of the Plan. The purposes of this Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees and Consultants of the Company and
its Subsidiaries and to promote the success of the Company's business. Options
granted under the Plan shall be Nonstatutory Stock Options. Stock Purchase
Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

         (a) "Administrator" means the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.

         (b) "APB 25" means Opinion 25 of the Accounting Principles Board, as
amended, and any successor thereof.


         (c) "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code and the applicable laws of any
foreign country or jurisdiction where Options or Stock Purchase Rights are, or
will be, granted under the Plan.

         (d) "Board" means the Board of Directors of the Company.

         (e) "Cause" means "cause" under applicable state law, as interpreted by
the Administrator, and may include, if so determined by the Administrator,
breaches of the Company's policies as set forth in the Company's employee
handbook, as amended from time to time.

         (f) "Code" means the Internal Revenue Code of 1986, as amended.

         (g) "Committee" means a Committee appointed by the Board in accordance
with Section 4 of the Plan.

         (h) "Common Stock" means the Common Stock of the Company.

         (i) "Company" means Rubicon Medical Corporation, a Delaware
corporation.

         (j) "Consultant" means (i) any natural person who is engaged by the
Company or any Parent or Subsidiary to render bona fide consulting or advisory
services, which services (x) are not in connection with the offer and sale of
securities in a capital raising transaction and (y) do not directly or
indirectly promote or maintain a market for the Company's securities, and is
compensated for such services, and (ii) any Director whether compensated for
such services or not. If the Company registers any class of any equity security
pursuant to the Exchange Act, the term Consultant shall thereafter not include
Directors who are not compensated for their services or are paid only a
Director's fee by the Company.

         (k) "Continuous Status as an Employee or Consultant" means that the
employment or consulting relationship with the Company, any Parent or Subsidiary
is not interrupted or terminated. Continuous Status as an Employee or Consultant
shall not be considered interrupted in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. A leave of
absence approved by the Company shall include sick leave, military leave, or any
other personal leave approved by an authorized representative of the Company.

         (l) "Director" means a member of the Board of Directors of the Company.

         (m) "Employee" means 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.

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

         (o) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i) If the Common Stock is listed on any established stock
         exchange or a national market system, including without limitation the
         NASDAQ National Market or The NASDAQ SmallCap Market of The NASDAQ
         Stock Market, or is quoted on the OTC Bulletin Board, its Fair Market
         Value shall be the closing sales price for such stock (or the closing
         bid, if no sales were reported) as quoted on such exchange or system
         for the last market trading day prior to the time of determination, as
         reported in The Wall Street Journal or such other source as the
         Administrator deems reliable;

                  (ii) If the Common Stock is regularly quoted by a recognized
         securities dealer but selling prices are not reported, its Fair Market
         Value shall be the mean between the high bid and low asked prices for
         the Common Stock on the last market trading day prior to the day of
         determination; or

                  (iii) In the absence of an established market for the Common
         Stock, the Fair Market Value thereof shall be determined in good faith
         by the Administrator.

         (p) "FASB" means the Financial Accounting Standards Board.

         (q) "Matured Shares" means Shares that had been held by the Optionee
for a meaningful period of time such as six months or such other period of time
that is consistent with FASB's interpretation of APB 25.

         (r) "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

         (s) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (t) "Option" means a stock option granted pursuant to the Plan.

         (u) "Optioned Stock" means the Common Stock subject to an Option or a
Stock Purchase Right.

         (v) "Optionee" means an Employee or Consultant who receives an Option
or Stock Purchase Right.

         (w) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

         (x) "Plan" means this 2001 Stock Plan.

         (y) "Qualified Note" means a recourse note, with a fixed rate of
interest equal to or greater than the market rate at the time of exercise, that
may, at the discretion of the Administrator, be secured by the Optioned Stock or
otherwise.

         (z) "Restricted Stock" means shares of Common Stock acquired pursuant
to a grant of a Stock Purchase Right under Section 11 below.

         (aa) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
or any successor to Rule 16b-3.

         (bb) "Section 16(b)" means Section 16(b) of the Exchange Act.

         (cc) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.

         (dd) "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 11 below.

         (ee) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of Shares which may be subject to Options and
sold under the Plan is 6,000,000 Shares. No person may be granted (in any
calendar year) Options to purchase more than 6,000,000 Shares (subject to
adjustment pursuant to Section 12 below). The foregoing sentence is an annual
limitation on grants and not a cumulative limitation. Any Option repriced during
a year shall count against this annual limitation. The Shares may be authorized
but unissued, or reacquired Common Stock.

         If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an option
exchange program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

4. Administration of the Plan.

         (a) Initial Plan Procedure. Prior to the date, if any, upon which the
Company becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a Committee appointed by the Board.

         (b) Plan Procedure After the Date, if any, upon Which the Company
becomes Subject to the Exchange Act.

                  (i) Multiple Administrative Bodies. The Plan may be
         administered by different Committees with respect to different groups
         of service providers.

                  (ii) Section 162(m) To the extent that the Administrator
         determines that it is desirable to qualify awards as "performance-based
         compensation" within the meaning of Section 162(m) of the Code, the
         Plan shall be administered by a Committee of two or more "outside
         directors" within the meaning of Section 162(m) of the Code.

                  (iii) Rule 16b-3 To the extent desirable to qualify
         transactions hereunder as exempt under Rule 16b-3, the transactions
         contemplated hereunder shall be structured to satisfy the requirements
         for exemption under Rule 16b-3.

         (c) Powers of the Administrator. Subject to the provisions of the Plan
and, in the case of a Committee, the specific duties delegated by the Board to
such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority in its discretion:

                  (i) to determine the Fair Market Value of the Common Stock, in
         accordance with Section 2(o) of the Plan;

                  (ii) to select the Consultants and Employees to whom Options
         and Stock Purchase Rights may from time to time be granted hereunder;

                  (iii) to determine whether and to what extent Options and
         Stock Purchase Rights or any combination thereof are granted hereunder;

                  (iv) to determine the number of Shares to be covered by each
         such award granted hereunder;

                  (v) to approve forms of agreement for use under the Plan;

                  (vi) to determine the terms and conditions of any award
         granted hereunder;

                  (vii) to determine whether and under what circumstances an
         Option may be settled in cash under subsection 9(g) instead of Common
         Stock;

                  (viii) to reduce the exercise price of any Option to the then
         current Fair Market Value if the Fair Market Value of the Common Stock
         covered by such Option has declined since the date the Option was
         granted;

                  (ix) to prescribe, amend and rescind rules and regulations
         relating to the Plan;

                  (x) to provide for conditions and assurances deemed necessary
         or advisable to protect the interests of the Company;

                  (xi) to make all other determinations necessary or advisable
         for the administration of the Plan, to the extent not contrary to the
         explicit provisions of the Plan; and

                  (xii) to construe and interpret the terms of the Plan, awards
         granted pursuant to the Plan and option, stock purchase, exercise or
         other agreements entered into pursuant to the Plan.

         (d) Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options or Stock Purchase Rights.

         (e) Uniformity of Administrator's Decision. The Administrator's
decisions and determinations under the Plan need not be uniform and may be made
selectively among Optionees whether or not such Optionees are similarly
situated.

         (f) Delegation of Administrator's Authority. The Administrator may, in
its discretion, delegate to others responsibilities to assist in administering
the Plan.

5. Eligibility.

         (a) Nonstatutory Stock Options and Stock Purchase Rights may be granted
to Employees and Consultants. An Employee or Consultant who has been granted an
Option or Stock Purchase Right may, if otherwise eligible, be granted additional
Options or Stock Purchase Rights.

         (b) Neither the Plan nor any Option or Stock Purchase Right shall
confer upon any Optionee any right with respect to continuation of his or her
employment or consulting relationship with the Company, nor shall it interfere
in any way with his or her right or the Company's right to terminate his or her
employment or consulting relationship at any time, with or without cause.

6. Term of Plan. The Plan became effective upon the adoption by the Board on
November 7, 2001. It shall continue in effect for a term of ten (10) years
beginning on the date of adoption, unless sooner terminated under Section 15 of
the Plan.

7. Term of Option. The term of each Option shall be the term stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof.

8. Option Exercise Price and Consideration.

         (a) The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Administrator,
but the per Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.

         (b) 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 Administrator. Such consideration may consist of (1) cash, (2) check, (3)
Qualified Note, (4) Matured Shares which have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which such
Option shall be exercised, (5) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and a broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price, (6)
delivery of properly executed instructions directing the Administrator to
withhold from the number of Shares issuable upon exercise of the Option a number
of Shares having a Fair Market Value on the date of exercise equal to the
aggregate exercise price of such Option, or (7) any combination of the foregoing
methods of payment. In making its determination as to the type of consideration
to accept, the Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company.

9. Exercise of Option.

         (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator, including performance criteria with respect to
the Company and/or the Optionee, and as shall be permissible under the terms of
the Plan.

         An Option may not be exercised for a fraction of a Share.

         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 Administrator, consist of any
consideration and method of payment allowable under Section 8 hereof. Until the
issuance (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, receive dividends or any other rights
as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Option. No adjustment shall 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 Section 12 hereof.

         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.

         (b) Termination of Employment or Consulting Relationship. In the event
of termination (other than for Cause, as a result of disability, as defined in
subsection 9(c) below, or death) of an Optionee's Continuous Status as an
Employee or Consultant (but not in the event of an Optionee's change of status
from Employee to Consultant or from Consultant to Employee), such Optionee may,
but only within such period of time as is determined by the Administrator, of at
least thirty (30) days, but in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement, exercise his or her
Option to the extent that the Optionee was entitled to exercise it at the date
of such termination. To the extent that the Optionee was not entitled to
exercise the Option at the date of such termination, or if the Optionee does not
exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

         (c) Disability of Optionee. In the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a result of his or
her disability, the Optionee may, but only within twelve (12) months from the
date of such termination (and in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), exercise the Option
to the extent otherwise entitled to exercise it at the date of such termination.
To the extent that the Optionee was not entitled to exercise the Option at the
date of termination, or if the Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

         (d) Death of Optionee. In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the date
of death (and in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement) 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 that the Optionee was entitled to exercise the Option on
the date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If, after the
Optionee's death, the Optionee's estate or a person who acquires the right to
exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

         (e) Termination For Cause. In the event an Optionee's Continuous Status
as an Employee or Consultant is terminated for Cause, all unexercised Options
shall automatically be canceled, whether or not vested, effective upon such
termination, without the necessity of any further action by the Company.

         (f) Rule 16b-3. Options granted to persons subject to Section 16(b) of
the Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

         (g) Buyout Provisions. The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

10. Non-Transferability of Options and Stock Purchase Rights. Options and Stock
Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent and
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.

11. Stock Purchase Rights.

         (a) Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. The purchase price for the Shares
subject to the grant shall be the Fair Market Value of the Shares at the time of
grant. After the Administrator determines that it will offer Stock Purchase
Rights under the Plan, it shall advise the offeree in writing of the terms,
conditions and restrictions related to the offer, including the number of Shares
that such person shall be entitled to purchase, the price to be paid, and the
time within which such person must accept such offer, which shall in no event
exceed sixty (60) days from the date upon which the Administrator makes the
determination to grant the Stock Purchase Right. The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the
Administrator. Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock."

         (b) Repurchase Option. Unless the Administrator determines otherwise,
the Restricted Stock purchase agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
purchaser's employment with the Company for any reason (including death or
disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine. The repurchase option must be exercised for cash or
cancellation of purchase money indebtedness for the Shares within 90 days of the
termination of service.

         (c) Other Provisions. The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

         (d) Rights as a Shareholder. Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those of a shareholder
and shall be a shareholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company. No adjustment shall be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 12 of
the Plan.

12. Adjustments Upon Certain Changes.

         (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
recapitalization, combination or reclassification of 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; provided, however, that the Board shall make such
adjustment so that the adjustment shall not result in an accounting consequence
under APB 25 and FASB Interpretation No. 44, as amended, or any successors
thereto. 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
or Stock Purchase Right.

         (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an
Option or Stock Purchase Right shall terminate immediately prior to the
consummation of such proposed action.

13. Change in Control.

         (a) Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change in Control, except as otherwise provided
at the time of grant:

                  (i) Immediately prior to such Change in Control, all
         outstanding Options which are not then exercisable and vested, shall
         become fully exercisable and vested to the full extent of the original
         grant.

                  (ii) Immediately prior to such Change in Control, any
         restrictions and deferral limitations applicable to any Restricted
         Stock shall lapse, and such Restricted Stock shall become free of all
         restrictions and become fully vested and transferable to the full
         extent of the original grant and share certificates relating to
         Restricted Stock shall be delivered to participants forthwith.

                  (iii) In the event of a Change in Control, the Committee may,
         in the exercise of its discretion, cancel any Options that have not
         been exercised and remain outstanding as of the effective date of the
         Change in Control, in exchange for a cash payment to be made to each of
         the Optionees holding such unexercised Options in an amount to be
         determined by the Committee based on the excess of the Fair Market
         Value of the Common Stock on the date of the Change in Control (or the
         consideration paid or to be paid in the Change in Control transaction
         for unexercised Options, if applicable), over the exercise price of
         each such Option, multiplied by the number of shares that are subject
         to such Option, less any applicable withholding taxes or other
         payments.

         (b) Definition of Change in Control. For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the following events:

                  (i) An acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
         "Person") of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Exchange Act) of 30% or more of either (1) the
         then outstanding shares of common stock of the Company (the
         "Outstanding Company Common Stock") or (2) the combined voting power of
         the then outstanding voting securities of the Company entitled to vote
         generally in the election of directors (the "Outstanding Company Voting
         Securities"); excluding, however, the following: (1) Any acquisition
         directly from the Company, other than an acquisition by virtue of the
         exercise of a conversion privilege unless the security being so
         converted was itself acquired directly from the Company, (2) Any
         acquisition by the Company, (3) Any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by the Company or any
         corporation controlled by the Company, (4) Any acquisition by any
         corporation pursuant to a transaction which complies with clauses (1),
         (2) and (3) of subsection (iii) of this Section 13(b), or (5) Any
         increase in the ownership of any individual, entity or group whose
         ownership on November 7, 2001 exceeded the 30% ownership threshhold set
         forth above; or

                  (ii) A change in the composition of the Board such that the
         individuals who, as of the effective date of the Plan, constitute the
         Board (such Board shall be hereinafter referred to as the "Incumbent
         Board") cease for any reason to constitute at least a majority of the
         Board; provided, however, for purposes of this Section 13(b), that any
         individual who becomes a member of the Board subsequent to the
         effective date of the Plan, whose election, or nomination for election
         by the Company's shareholders, was approved by a vote of at least a
         majority of those individuals who are members of the Board and who were
         also members of the Incumbent Board (or deemed to be such pursuant to
         this proviso) shall be considered as though such individual were a
         member of the Incumbent Board; but, provided further, that any such
         individual whose initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a Person other than the Board shall not be so considered as a
         member of the Incumbent Board; or

                  (iii) The approval by the shareholders of the Company of a
         reorganization, merger or consolidation or sale or other disposition of
         all or substantially all of the assets of the Company ("Corporate
         Transaction"); excluding however, such a Corporate Transaction pursuant
         to which (1) all or substantially all of the individuals and entities
         who are the beneficial owners, respectively, of the Outstanding Company
         Common Stock and Outstanding Company Voting Securities immediately
         prior to such Corporate Transaction will beneficially own, directly or
         indirectly, more than 60% of, respectively, the outstanding shares of
         common stock, and the combined voting power of the then outstanding
         voting securities entitled to vote generally in the election of
         directors, as the case may be, of the corporation resulting from such
         Corporate Transaction (including, without limitation, a corporation
         which as a result of such transaction owns the Company or all or
         substantially all of the Company's assets either directly or through
         one or more subsidiaries) in substantially the same proportions as
         their ownership, immediately prior to such Corporate Transaction, of
         the Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be, (2) no Person (other than the Company,
         any employee benefit plan (or related trust) of the Company or such
         corporation resulting from such Corporate Transaction) will
         beneficially own, directly or indirectly, 30% or more of, respectively,
         the outstanding shares of common stock of the corporation resulting
         from such Corporate Transaction or the combined voting power of the
         outstanding voting securities of such corporation entitled to vote
         generally in the election of directors except to the extent that such
         ownership existed prior to the Corporate Transaction, and (3)
         individuals who were members of the Incumbent Board which approved the
         agreement providing for the Corporate Transaction will constitute at
         least a majority of the members of the board of directors of the
         corporation resulting from such Corporate Transaction; or

                  (iv) The approval by the stockholders of the Company of a
         complete liquidation or dissolution of the Company.

14. Time of Granting Options and Stock Purchase Rights. The date of grant of an
Option or Stock Purchase Right shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option or Stock Purchase
Right, or such other date as is determined by the Administrator. Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase Right is so granted within a reasonable time after the date of
such grant.

15. Amendment and Termination of the Plan.

         (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 under the Exchange
Act (or any other applicable law or regulation, including the requirements of
the NASD or an established stock exchange), the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required. Notwithstanding the foregoing, the consent of the Optionee or holder
of a Stock Purchase Right shall not be required with respect to any amendment or
alteration made by the Board to comply with any Applicable Laws, NASD or stock
exchange rule, or intended accounting treatment.

         (b) Effect of Amendment or Termination. Except as provided in Section
15(a) above, any such amendment or termination of the Plan shall not affect
Options or Stock Purchase Rights already granted, and such Options and Stock
Purchase Rights 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 Administrator, which agreement must be in writing and signed by
the Optionee and the Company.

16. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option or Stock Purchase Right unless the exercise of such
Option or Stock Purchase Right 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.

         As a condition to the exercise of an Option or Stock Purchase Right,
the Company may require the person exercising such Option or Stock Purchase
Right 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.

17. Reservation of Shares. The Company, during the term of this Plan, shall at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         The 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.

18. Agreements. Options and Stock Purchase Rights shall be evidenced by written
agreements in such form as the Administrator shall approve from time to time.
The Administrator may at any time amend any such agreement, but no amendment
shall be made which would impair the rights of any Optionee under the grant
theretofore made, without his or her consent.

19. Information to Optionees and Purchasers. The Company shall provide to each
Optionee and to each individual who acquires Shares pursuant to the Plan, not
less frequently than annually during the period such Optionee or purchaser has
one or more Options or Stock Purchase Rights outstanding, and, in the case of an
individual who acquires Shares pursuant to the Plan, during the period such
individual owns such Shares, copies of annual financial statements. The Company
shall not be required to provide such statements to key employees whose duties
in connection with the Company assure their access to equivalent information.

20. Withholding.

         (a) Withholding Requirements. The Company's obligations under the Plan
shall be subject to the satisfaction of all applicable federal, state and local
income and employment tax withholding requirements. Such federal, state and
local income and employment taxes imposing withholding obligations on the
company shall be referred to as "Taxes."

         (b) Using Shares. The Administrator may, in its discretion, provide any
or all holders of Options or Stock Purchase Rights under the plan with the right
to use Shares in satisfaction of all or part of the taxes incurred by such
holders in connection with the exercise of their rights under the Plan;
provided, however, that this form of payment shall be limited to the withholding
amount calculated using the minimum statutory rates. Such right may be provided
to any holder in either or both of the following formats:

                  (i) Stock Withholding. The election to have the Company
         withhold, from the Shares otherwise issuable upon the exercise of such
         rights, a portion of the Shares with an aggregate Fair Market Value
         equal to the Taxes calculated using minimum statutory rates.

                  (ii) Stock Delivery. The election to deliver to the Company,
         at the time the Option is exercised or the Taxes are otherwise
         triggered, Shares previously acquired by such holder (other than in
         connection with the Option exercise or other event triggering the
         Taxes) with a Fair Market Value equal to the Taxes calculated using the
         minimum statutory rates.

21. Governing Law. This Plan, and the agreements entered into pursuant to this
Plan, shall be governed by and construed in accordance with the laws of the
State of Utah excluding that body of law pertaining to conflicts of law.

                  CERTIFICATE OF ADOPTION BY BOARD OF DIRECTORS

         The undersigned, Dennis M. Nasella, Secretary of Rubicon Medical
Corporation, hereby certifies that the foregoing Amended and Restated Rubicon
Medical Corporation 2001 Stock Plan was approved by the Board of Directors of
the Company at a meeting of the Board of Directors duly called and held on
September 24, 2003.

                                                       /s/  Dennis M. Nasella
                                                      --------------------------
                                                       Dennis M. Nasella
                                                       Secretary