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                                 Exhibit 10.16
                        UROPLASTY, INC. AND SUBSIDIARIES

                                 UROPLASTY, INC.
                             1995 STOCK OPTION PLAN
                           AS AMENDED DECEMBER 7, 1999

1.   PURPOSE

     The purpose of this Stock Option Plan (the "Plan") is to promote the
     interests of UROPLASTY, INC., a Minnesota Corporation (the "Company"), by
     providing employees of the Company with an opportunity to acquire a
     proprietary interest in the Company and thereby develop a stronger
     incentive to contribute to the Company's continued success and growth. In
     addition, the opportunity to acquire a proprietary interest in the Company
     by the offering and availability of stock options will assist the Company
     in attracting and retaining key personnel of outstanding ability.

2.   DEFINITIONS

     Wherever used in the Plan, the following terms have the meanings set forth
     below:

     2.1  "Board" means the Board of Directors of the Company.

     2.2  "Code" means the Internal Revenue Code of 1986, as amended, and the
          rules and regulations promulgated thereunder.

     2.3  "Committee" means the Committee which may be designated from time to
          time by the Board pursuant to Section 3.5 of the Plan.

     2.4  "Non-Statutory Stock Option" or "NSO" means a stock option to purchase
          stock that does not qualify as an incentive stock option as defined in
          Section 422 of the Code.

     2.5  "Option" means, where required by the context of the Plan, a NSO
          granted pursuant to the Plan.

     2.6  "Optionee" means a Participant in the Plan who has been granted one or
          more Options under the Plan.

     2.7  "Participant" means an individual described in Section 5 of this Plan
          who may be granted Options under the Plan.

     2.8  "Stock" means the Common Stock, $.01 par value, of the Company.

     2.9  "Subsidiary" means any corporation other than the Company in an
          unbroken chain of corporations beginning with the Company if each of
          the corporations other than the last corporation in the unbroken chain
          owns 50% or more of the voting stock in one of the other corporations
          in such chain.

3.   ADMINISTRATION

     3.1  The Plan shall be administered by the Board, which shall have full
          power, subject to the provisions of the Plan, to grant Options,
          construe and interpret the Plan, establish rules and regulations with
          respect to the Plan and Options granted hereunder, and perform all
          other acts,

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          including the delegation of administrative responsibilities, that it
          believes reasonable and necessary.

     3.2  The Board shall have the sole discretion, subject to the provisions of
          the Plan, to determine the Participants eligible to receive Options
          pursuant to the Plan and the amount, type and terms of any Options and
          the terms and conditions of option agreements relating to any Option.

     3.3  The Board may correct any defect, supply any omission or reconcile any
          inconsistency in the Plan or in any Option granted hereunder in the
          manner and to the extent it shall deem necessary to carry out the
          terms of the Plan.

     3.4  Any decision made, or action taken, by the Board arising out of or in
          connection with the interpretation and administration of the Plan
          shall be final, conclusive and binding upon Optionees.

     3.5  The Board may designate a Committee from time to time to administer
          the Plan. If designated, the Committee shall be composed of not less
          than three persons (who need not be members of the Board) who are
          appointed from time to time by the Board. If the Board has appointed a
          Committee pursuant to this Section 3.5, then the Committee may
          administer the Plan and exercise all of the rights and powers granted
          to the Board in this Plan including, without limitation, the right to
          grant Options pursuant to the Plan and to establish the Option price
          as provided in the Plan.

4.   SHARES SUBJECT TO THE PLAN

     4.1  NUMBER. The total number of shares of Stock reserved for issuance upon
          exercise of Options under the Plan is one million (1,000,000). Such
          shares shall consist of authorized but unissued Stock. If any Option
          granted under the Plan lapses or terminates for any reason before
          being completely exercised, the shares covered by the unexercised
          portion of such Option may again be made subject to Options under the
          Plan.

     4.2  CHANGES IN CAPITALIZATION. In the event of any change in the
          outstanding shares of Stock in the Company by reason of any stock
          dividend, split, recapitalization, reorganization, merger,
          consolidation, combination, exchange of shares or rights offering to
          purchase stock at a price substantially below fair market value or
          other similar corporate change, the aggregate number of shares which
          may be subject to Options under the Plan and the terms of any
          outstanding Option, including the number and kind of shares subject to
          such Options and the purchase price per share thereof, shall be
          appropriately adjusted by the Board, consistent with such change and
          in such manner as the Board, in its sole discretion, may deem
          equitable to prevent substantial dilution or enlargement of the rights
          granted to or available for Optionees. Notwithstanding the preceding
          sentence, in no event shall any fraction of a share of Stock be issued
          upon the exercise of an Option.

5.   ELIGIBLE PARTICIPANTS

          Non-Statutory Stock Options may be granted pursuant to the Plan to (i)
          any employee of the Company or any Subsidiary, including any officer
          or director who is also an employee of the Company or any Subsidiary,
          (ii) any non-employee director of the Company or any Subsidiary and
          (iii) any consultant to, or other independent contractor of, the
          Company.

6.   GRANT OF OPTIONS

     6.1  Subject to the terms, conditions and limitations set forth in this
          Plan, the Company, by action of its Board, may from time to time grant
          Options to purchase shares of the Company's Stock to

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          those eligible Participants as may be selected by the Board, in such
          amounts and on such other terms as the Board in its sole discretion
          shall determine. Such Options shall be "Non-Statutory Stock Options"
          that, when granted, do not qualify as incentive stock options under
          Section 422 of the Code. The date on which the Board approves the
          granting of an Option shall be the date of grant of such Option. Each
          grant of an Option under the Plan shall be evidenced by a written
          stock option agreement between the Company and the Optionee setting
          forth the terms and conditions, not inconsistent with the Plan, under
          which the Option so granted may be exercised pursuant to the Plan and
          containing such other terms with respect to the Option as the Board in
          its sole discretion may determine.

     6.2  CHANGE IN CONTROL. If a change in control occurs, the exercisability
          of all outstanding options, including those subject to vesting and/or
          performance targets, will automatically accelerate immediately before
          the effective date of the change in control. This means that all
          options outstanding immediately before the effective date of the
          change in control shall become fully exercisable for all of the shares
          of common stock subject to each option at that time.

          A change in control is defined as:

          (i)   a third person, including a syndicate or group deemed to be a
                person under Section 13(d)(3) of the Exchange Act, becomes the
                beneficial owner (as so determined) of Stock having thirty
                percent (30%) or more of the total number of votes which may be
                cast for the election of members of the Board;

          (ii)  all or substantially all of the assets and business of the
                Company are sold, transferred or assigned to, or otherwise
                acquired by, any other entity or entities; or

          (iii) as a result of, or in connection with, any cash tender or
                exchange offer, merger or other business combination, sale of
                assets or contested election, or any combination of the
                foregoing transactions, the persons who are members of the Board
                before any such transaction shall cease to constitute a majority
                of the Board of the Company or any successor to the Company.

     Notwithstanding the foregoing, in no event shall the distribution of stock
     in a subsidiary by the Company to its stockholders be deemed a Change in
     Control.

7.   OPTION PRICE AND FORM OF PAYMENT

     The purchase price for a share of Stock subject to an Option granted
     hereunder shall not be less than 100% of the fair market value of the
     Stock. For purposes of this Section 7, the "fair market value" of the Stock
     shall be determined as follows:

     (a)  If the Stock of the Company is listed or admitted to unlisted trading
          privileges on a national securities exchange, the fair market value on
          any given day shall be the closing sale price for the Stock, or if no
          sale is made on such day, the closing bid price for such day on such
          exchange;

     (b)  If the Stock is not listed or admitted to unlisted trading privileges
          on a national securities exchange, the fair market value on any given
          day shall be the closing sale price for the Stock as reported on the
          NASDAQ National Market System on such day, or if no sale is made on
          such day, the closing bid price for such day as entered by a market
          maker for the Stock;

     (c)  If the Stock is not listed on a national securities exchange, is not
          admitted to unlisted trading privileges on any such exchange, and is
          not eligible for inclusion in the NASDAQ National

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          Market System, the fair market value on any given day shall be the
          average of the closing representative bid and asked prices as reported
          by the National Quotation Bureau, Inc. or, if the Stock is not quoted
          on the National Association of Securities Dealers Automated Quotations
          System, then as reported in any publicly available compilation of the
          bid and asked prices of the Stock in any over-the-counter market on
          which the Stock is traded; or

     (d)  If there exists no public trading market for the stock, the fair
          market value on any given day shall be an amount determined in good
          faith by the Board in such manner as it may reasonably determined in
          its discretion, provided that such amount shall not be less than the
          book value per share, as reasonably determined by the Board as of the
          date of determination, or less than the par value of the Stock.

     Except as provided herein, the purchase price of each share of Stock
     purchased upon the exercise of any Option shall be paid:

     (a)  in United States dollars in cash or by check, bank draft or money
          order payable to the order of the Company;

     (b)  at the discretion of the Board, through the delivery of shares of
          Stock, which have been held by the option holder for one hundred
          eighty (180) days or more and have an aggregate fair market value (as
          determined in the manner provided under this Plan) equal to the Option
          price;

     (c)  at the discretion of the Board, by a combination of both (a) and (b)
          above; or

     (d)  by such other method as may be permitted in the written stock option
          agreement between the Company and the Optionee.

     If such form of payment is permitted, the Board shall determine procedures
     for tendering Stock as payment upon exercise of an Option and may impose
     such additional limitations and prohibitions on the use of Stock as payment
     upon the exercise of an Option as it deems appropriate.

8.   EXERCISE OF OPTIONS

     8.1  MANNER OF EXERCISE. An Option, or any portion thereof, shall be
          exercised by delivering a written notice of exercise to the Board and
          paying to the Company the full purchase price of the Stock acquired
          upon the exercise of the Option. Until certificates for the Stock
          acquired upon the exercise of an Option are issued to an Optionee,
          such Optionee shall not have any rights as a shareholder of the
          Company.

     8.2  LIMITATIONS AND CONDITIONS ON EXERCISE OF OPTIONS. In addition to any
          other limitations or conditions contained in this Plan or that may be
          imposed by the Board from time to time or in the stock option
          agreement to be entered into with respect to Options granted
          hereunder, the following limitations and conditions shall apply to the
          exercise of Options granted under this plan:

               8.2.1 No Incentive Stock Option may be exercisable by its terms
                     after the expiration of five (5) years from the date of the
                     grant thereof.

               8.2.2 No Incentive Stock Option granted to an eligible
                     Participant then owning more than 10% of the voting power
                     of all classes of the Company's stock may be exercisable by
                     its terms after the expiration of five years from the date
                     of the grant thereof.
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9.   INVESTMENT PURPOSES

     Unless a registration statement under the Securities Act of 1933 is in
     effect with respect to Stock to be purchased upon exercise of Options to be
     granted under the Plan, the Company shall require that an Optionee agree
     with and represent to the Company in writing that he or she is acquiring
     such shares of Stock for the purpose of investment and with no present
     intention to transfer, sell or otherwise dispose of such shares of Stock
     other than by transfers which may occur by will or by the laws of descent
     and distribution, and no shares of Stock may be transferred unless, in the
     opinion of counsel of the Company, such transfer would be in compliance
     with applicable securities laws. In addition, unless a registration
     statement under the Securities Act of 1933 is in effect with respect to the
     Stock to be purchased under the Plan, each certificate representing any
     shares of Stock issued to an Optionee hereunder shall have endorsed thereon
     a legend in substantially the following form:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT
          REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
          AND WITHOUT REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS,
          IN RELIANCE UPON EXEMPTION(S) CONTAINED THEREIN. NO TRANSFER OF THESE
          SHARES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO
          EFFECTIVE REGISTRATION STATEMENTS UNDER SAID LAWS UNLESS THE
          CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT
          SUCH TRANSFER OR DISPOSITION DOES NOT REQUIRE REGISTRATION UNDER SAID
          LAWS AND, OR ANY SALES UNDER RULE 144 OF THE ACT, SUCH EVIDENCE AS IT
          SHALL REQUEST FOR COMPLIANCE WITH THAT RULE, OR APPLICABLE STATE
          SECURITIES LAWS."

10.  TRANSFERABILITY OF OPTIONS

     No Option granted under the Plan shall be transferable by an Optionee
     (whether by sale, assignment, hypothecation or otherwise) other than by
     will or the laws of descent and distribution, and Options shall be
     exercisable during the Optionee's lifetime only by the Optionee.

11.  TERMINATION OF EMPLOYMENT

     11.1 GENERALLY. Except as otherwise provided in this Section 11 or
          otherwise provided in the stock option agreement between the Company
          and the Optionee, if an Optionee's employment with the Company or
          Subsidiary is terminated (hereinafter "Termination") other than by
          death of Disability (as hereinafter defined), the Optionee may
          exercise any Option granted under the Plan, to the extent the Optionee
          was entitled to exercise the Option at the date of Termination, for a
          period of three (3) months after the date of Termination or until the
          term of the Option has expired, whichever date is earlier.

     11.2 DEATH OR DISABILITY OF OPTIONEE. In the event of the death or
          Disability of an Optionee prior to expiration of an Option held by him
          or her, the following provisions shall apply:

               11.2.1 If the Optionee is at the time of his or her Disability
                      employed by the Company or a Subsidiary and has been in
                      continuous employment (as determined by the Board in its
                      sole discretion) since the date of grant of the Option,
                      then the Option may be exercised by the Optionee until the
                      earlier of one year following the date of such Disability
                      or the expiration date of the Option, but only to the
                      extent the Optionee was entitled to exercise such Option
                      at the time of his or her Disability. For the purpose of
                      this Section, the term "Disability" shall have the meaning
                      given to it in Section 22(e)(3) of the Code. The
                      determination of whether an Optionee has a Disability
                      within

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                      the meaning of Section 22(e)(3) shall be made by the Board
                      in its sole discretion.

               11.2.2 If the Optionee is at the time of his or her death
                      employed by the Company or a Subsidiary and has been in
                      continuous employment (as determined by the Board in its
                      sole discretion) since the date of grant of the Option,
                      then the Option may be exercised by the Optionee's estate
                      or by a person who acquired the right to exercise the
                      Option by will or the laws of descent and distribution,
                      until the earlier of one year from the date of the
                      Optionee's death or the expiration date of the Option, but
                      only to the extent the Optionee was entitled to exercise
                      the Option at the time of death.

               11.2.3 If the Optionee dies within three (3) months after
                      Termination, the Option may be exercised until the earlier
                      of nine (9) months following the date of death or the
                      expiration date of the Option, by the Optionee's estate or
                      by a person who acquires the right to exercise the Option
                      by will or the laws of descent or distribution, but only
                      to the extent the Optionee was entitled to exercise the
                      Option at the time of Termination.

     11.3 BREACH OF OTHER AGREEMENTS; TERMINATION FOR CAUSE. If the Optionee
          breaches any of the Company's Employee Confidentiality, Inventions,
          Non-Compete and Non-Solicitation Agreement, Employee Patent and
          Confidential Information Agreement, any Employment Agreement, if
          applicable, or any similar agreement having an equivalent purpose or
          effect, or if the employment of an Optionee is terminated by the
          Company or a Subsidiary for cause, then the Board shall have the right
          to cancel the Options granted to the Optionee under the Plan.

12.  AMENDMENT AND TERMINATION OF PLAN

     12.1 The Board, without approval by the shareholders of the Company, may at
          any time and from time to time suspend or terminate the Plan in whole
          or in part or amend it from time to time in such respects as may be in
          the best interest of the Company.

     12.2 No amendment, suspension or termination of this Plan shall, without
          the Optionee's consent, alter or impair any of the rights or
          obligations under any Option theretofore granted to the Optionee under
          the Plan.

13.  MISCELLANEOUS PROVISIONS

     13.1 RIGHT TO CONTINUED EMPLOYMENT. No person shall have any claim or right
          to be granted an Option under the Plan, and the grant of an Option
          under the Plan shall not be construed as giving an Optionee the right
          to continued employment with the Company. The Company further
          expressly reserves the right at any time to dismiss an Optionee or
          reduce an Optionee's compensation with or without cause, free from any
          liability, or any claim under the Plan, except as provided herein or
          in a stock option agreement.

     13.2 WITHHOLDING TAXES. The Company shall have the right to require that
          payment or provision for payment of any and all withholding taxes due
          upon the grant or exercise of an Option hereunder or the disposition
          of any Stock or other property acquired upon exercise of an Option be
          made by an Optionee. In connection herewith, the Board shall have the
          right to establish such rules and regulations or impose such terms and
          conditions in any agreement relating to an Option granted hereunder
          with respect to such withholding as the Board may deem necessary and
          appropriate.


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     13.3 GOVERNING LAW. The Plan shall be administered in the State of
          Minnesota, and the validity, construction, interpretation and
          administration of the Plan and all rights relating to the Plan shall
          be determined solely in accordance with the laws of such state, unless
          controlled by applicable federal law, if any.

14.  EFFECTIVE DATE

     The effective date of the Plan is March 27, 1995. No Option may be granted
     after March 26, 2005 provided, however, that the Plan and all outstanding
     Options shall remain in effect until such outstanding Options have expired
     or been cancelled.