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                                                                     Exhibit 4.1
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                                CARESIDE, INC.
                          DIRECTOR STOCK OPTION PLAN
               (as amended and restated effective May 24, 2001)

1.   Purpose

          The purpose of this Director Stock Option Plan (as amended and
restated effective May 24, 2001) (the "Plan") of CARESIDE, Inc. (the "Company"),
is to encourage ownership in the Company by outside directors of the Company
whose services are considered essential to the Company's continued progress and
thus to provide them with a further incentive to continue to serve as directors
of the Company. The Plan is also intended to assist the Company through
utilization of the incentives provided by the Plan to attract and retain
experienced and qualified candidates to fill vacancies in the Board which might
occur in the future.

2.   Administration

          The Plan will be administered by a committee of the Board of Directors
consisting of those Directors who are not Eligible Directors (as defined below)
and either the Chief Financial Officer of the Company (if not then a Director)
or such other employee of the Company as the Board may designate (the
"Committee"). The Chief Executive Officer shall serve on the Committee. Subject
to the express provisions of the Plan, the Committee will have complete
authority: to interpret the Plan; to prescribe, amend, and rescind rules and
regulations relating to it; to determine the terms and provisions of the
respective option agreements (which need not be identical); and to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee's determination on the matters referred to in this Section 2 will
be conclusive.

3.   Participation in the Plan

          Persons who are now or who hereafter become incumbent directors of the
Company who are not at the time employees of the Company or any subsidiary of
the Company and who have not been nominated to serve as directors pursuant to an
agreement with the Company ("Eligible Directors") shall be eligible to
participate in the Plan. A director of the Company shall not be deemed to be an
employee of the Company solely by reason of the existence of a consulting
contract between such director and the Company or any subsidiary thereof
pursuant to which the director agrees to provide consulting services as an
independent consultant to the Company or its subsidiaries on a regular or
occasional basis for a stated consideration.

4.   Stock Subject to the Plan

          The stock subject to the Plan shall consist of 250,000 shares of
Company's Common Stock, $.01 par value ("Common Stock"). Such shares may, as the
Committee shall
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from time to time determine, be either authorized and unissued shares of Common
Stock or issued shares of Common Stock which have been reacquired by the
Company. If an option shall expire or terminate for any reason without having
been exercised in full, the shares represented by the portion thereof not so
exercised shall (unless the Plan shall have been terminated) become available
for other Options to be granted under the Plan.

5.   Stock Options

          (a)  Option Agreements. Each option granted under this Plan shall be
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evidenced by a written agreement in such form as the Committee shall from time
to time approve, which agreements shall comply with and be subject to the terms
and conditions set forth in the Plan.

          (b)  Issuance and Vesting of Options. Each Eligible Director shall be
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granted under this Plan an option to purchase 5,000 shares of Common Stock in
respect of each calendar year of service as a director commencing before or
after, and ending after, the effective date of the Plan, commencing with the
calendar year ending December 31, 2001, with a one time grant of options for
2,500 shares for 2001 to existing Eligible Directors. Each new Eligible Director
will receive an award of options for 7,500 shares for his or her initial year of
service as a director, with an annual grant of an option to purchase 5,000
shares thereafter. Options hereunder shall be granted by the Board either after
conclusion of or during the year of service as a director to which they relate
and if not granted prior to such date in respect of service for the most
recently completed calendar year shall be automatically awarded for such prior
year as of the date of the Company's annual shareholder's meeting. In the event
a person becomes a director in the middle of a calendar year, such person's
option award for such first partial year shall be prorated so as to relate to
the period such person served as a director in such year. Options granted after
conclusion of a calendar year shall vest upon grant if relating to service as a
director in the calendar year just concluded. Options granted during the year of
service as a director to which they relate shall vest upon December 31 of that
year.

          (c)  Option Price per Share. All options granted hereunder shall be
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exercisable at a price per share equal to the Fair Market Value (as hereafter
defined) of a share of Common Stock on the Date of Grant. For purposes of the
Plan, the term "Fair Market Value" of a share of Common Stock shall mean, as of
the date on which such fair market value is to be determined, the fair market
value as determined by the Committee in such manner as it, in good faith, may
deem appropriate. "Date of Grant" shall mean the earlier of the date an award
for a year of service under the Plan is authorized by the Board or the date of
the Company's annual shareholder's meeting, if no award for the most recently
completely calendar year has been made by the Board prior to such date. If the
Common Stock is at the time of reference publicly traded, the fair market value
shall be the closing price of a share of Common Stock as reported in the Wall
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Street Journal (or a publication or reporting service deemed equivalent to the
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Wall Street Journal for such purpose by the Committee) for the over-the-counter
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market or any national securities exchange and other securities market which at
the time are included in the stock price quotations of such publication. If no
such sale is so reported for such date, fair market value shall mean the average
of the latest bid and asked prices so reported for such date. In the event that
the Committee shall determine such stock price quotation is not representative
of fair market

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value, the Committee may determine fair market value in such a manner as it
shall deem appropriate under the circumstances. In no event shall the fair
market value of any share of Common Stock be less than its par value.

          (d)  Options Nontransferable. Each option granted under the Plan by
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its terms shall not be transferable by the optionee otherwise than by will, or
by the laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986, as amended, or
Title I of the Employee Retirement Income Security Act, or the rules thereunder,
and shall be exercisable during the lifetime of the optionee only by him. No
option or interest therein may be transferred, assigned, pledged, or
hypothecated by the optionee during his lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment, or similar process.

          (e)  Accelerated Vesting. Notwithstanding the provisions hereof
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specifying the installments in which options shall be exercisable, options shall
become exercisable in full (i) upon the retirement of the director in accordance
with any mandatory retirement policy for members of the Board, which policy may
be established by the Board, (ii) upon the total and permanent disability or
death of the director, or (iii) if any of the following events shall occur: (a)
the Company shall execute a definitive agreement to merge or consolidate with or
into another corporation and the Company shall not be the surviving corporation
in the merger (or shall become a subsidiary of any other corporation party to
such merger agreement, unless such transaction shall involve no significant
change in beneficial ownership of the Company) and the stockholders of the
Company shall have approved the terms of such agreement; (b) the Company shall
enter into a definitive agreement to sell or otherwise dispose of all or
substantially all of its assets and the stockholders of the Company shall have
approved the terms of such agreement; or (c) any person or group shall acquire,
or increase its ownership to, more than 20% of the Company's then outstanding
voting stock.

          (f)  Expiration of Options. No option shall be exercisable after the
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expiration of the earlier of (i) five years from the date when such option was
granted or (ii) three years following (x) the retirement or resignation of the
optionee as a director of the Company, or (y) the failure of the optionee to be
reelected a director of the Company, or (z) the total and permanent disability
or death of the optionee.

          (g)  Exercise of Options. Options may be exercised only by notice to
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the Company, accompanied by payment of the full purchase price for the shares as
to which they are exercised, as well as any federal, state, and/or local income
tax withholding required in connection with the exercise. Such purchase price,
together with any income tax withholding amount required, shall be paid in full
upon any exercise of an option (i) by cash including a personal check payable to
the order of the Company or (ii) by delivering an amount having an aggregate
Fair Market Value (as of the date of delivery) equal to the aggregate exercise
price of Common Stock already owned by the optionee, or (iii) by any combination
of (i) and (ii). Shares which otherwise would be delivered to the holder of an
option exercise may, at the election of the holder, be retained by the Company
in payment of any federal, state, and/or local income tax withholding due in
connection with an exercise, and shall be valued at fair market value as of the
date of exercise; provided, however, that the payment of any amount of
withholding tax by an

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optionee with shares of Common Stock (whether already owned by the optionee or
retained by the Company from the number of shares otherwise deliverable to the
optionee upon exercise) shall be subject to any restrictions set forth in the
related option agreement.

          (h)  Nonstatutory Options. No option granted under the Plan shall
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constitute an "incentive stock option" as that term is defined in the Internal
Revenue Code of 1986.

6.   Modification, Extension, and Renewal of Options

          The Committee shall have the power to modify, extend or renew
outstanding options and authorize the grant of new options in substitution
therefor, provided that such power may not be exercised in a manner which would
(i) alter or impair any rights or obligations under any option previously
granted without the written consent of the optionee or (ii) adversely affect the
qualification of the Plan or any other stock-related plan of the Company under
Rule 16b-3 under the Securities Exchange Act of 1934 or any successor provision.

7.   Assignment

          The rights and benefits under this Plan may not be assigned and any
attempted assignment of such rights and benefits shall be null and void.

8.   Limitation of Rights

          (a)  No Right to Continue as a Director. Neither the Plan, nor the
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granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time, or at any
particular rate of compensation.

          (b)  No Stockholder's Rights for Optionees. An optionee or his
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representative shall have no rights as a stockholder with respect to the shares
covered by his option until the date of the issuance to him or his
representative of a stock certificate therefor, and no adjustment will be made
for dividends or other rights for which the record date is prior to the date
such certificate is issued.

9.   Changes in Present Stock

          In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure or capitalization affecting the Company's present Common Stock,
appropriate adjustment shall be made by the Committee in the number and kind of
shares which are or may become subject to options granted or to be granted
hereunder and the per share option price to be paid therefor.

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10.  Effective Date and Duration of the Plan

          Options shall be granted under the Plan, subject to its authorization
and adoption by the Stockholders of the Company, at any time or from time to
time after its adoption by the Board of Directors, but no option shall be
exercisable under the Plan until the Plan shall have been adopted and approved
at the annual meeting of stockholders of the Company next following adoption of
the Plan by the Board. In the event the Plan is not so adopted by stockholders,
all options which may have been granted shall be null and void. The Plan shall
terminate on August 31, 2008 (unless earlier discontinued by the Board) but such
termination shall not affect the rights of the holder of any option outstanding
on such date of termination.

11.  Amendment of the Plan

          The Board may suspend or discontinue the Plan or revise or amend it in
any respect whatever; provided, however, that without approval of the
Stockholders no revision or amendment shall change the number of shares subject
to the Plan (except as provided in Section 9), change the definition of the
class of directors eligible to receive options, or materially increase the
benefits accruing to participants under the Plan.

12.  Compliance with Law, etc.

          Notwithstanding any other provision of this Plan or agreements made
pursuant hereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under this Plan prior to
fulfillment of all of the following conditions:

          (a)  Effectiveness of any registration or other qualification of such
shares or the Company under any state or federal law or regulation which the
Board shall, in its absolute discretion or upon the advice of counsel, deem
necessary or advisable; and

          (b)  Grant of any other consent, approval or permit from any state or
federal governmental agency or securities exchange which the Board shall, in its
absolute discretion or upon the advice of counsel, deem necessary or advisable.

13.  Notice

          Any notice to the Company required by this Plan shall be in writing
addressed to the Secretary of the Company at its principal office, and shall be
deemed delivered only when it is received by the Secretary.

14.  Governing Law

          This Plan and all determinations made and actions taken pursuant
hereto shall be governed by the law of the State of Delaware, and construed
accordingly.

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15.  Effective Date

          This Director Stock Option Plan shall be effective from and after the
date of the initial public offering of the Company's Common Stock.

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