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                                HEARTSTREAM, INC.

                     1993 EMPLOYEE AND CONSULTANT STOCK PLAN
                        (AS AMENDED EFFECTIVE MARCH 1997)

     1.   PURPOSES OF THE PLAN.  The purposes of this Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees, Directors and Consultants of the
Company and its Subsidiaries and to promote the success of the Company's
business.  Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant.  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)  "BOARD" means the Board of Directors of the Company.

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

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

          (e)  "COMMON STOCK" means the Common Stock of the Company.

          (f)  "COMPANY" means Heartstream, Inc., a Delaware corporation.

          (g)  "CONSULTANT" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services and who is compensated
for such services.

          (h)  "CONTINUOUS STATUS AS AN EMPLOYEE" means the absence of any
interruption or termination of the employment relationship, directorship, or
consulting relationship by the Company or a Parent or Subsidiary.  Continuous
Status as an Employee shall not be considered interrupted in the case of
(i) sick leave; (ii) military leave; (iii) any other leave of absence approved
by the Administrator, provided that such leave is for a period of not more than
ninety (90) days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute, or unless provided otherwise pursuant to
Company policy adopted from time to time; or (iv) transfers between locations of
the Company or between the Company, a Parent or Subsidiary, or its successor.
If reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 181st day of such leave any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option.


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          (i)  "DIRECTOR" means a member of the Board.

          (j)  "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.

          (k)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          (l)  "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 Small Cap Market of The Nasdaq Stock Market, 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 system or exchange 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 and low asked prices for the Common Stock on
the last market trading day prior to the day of determination, as reported in
the Wall Street Journal or such other source as the Administrator deems
reliable; 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.

          (m)  "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

          (n)  "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

          (o)  "OPTION" means a stock option granted pursuant to the Plan.

          (p)  "OPTIONED STOCK" means the Common Stock subject to an Option.

          (q)  "OPTIONEE" means an Employee, Director or Consultant who receives
an Option.

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

          (s)  "PLAN" means this 1993 Employee and Consultant Stock Plan.


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          (t)  "RESTRICTED STOCK" means shares of Common Stock acquired pursuant
to a grant of Stock Purchase Rights under Section 11 below.

          (u)  "RESTRICTED STOCK PURCHASE AGREEMENT" means a written agreement
between the Company and the Optionee evidencing the terms and restrictions
applying to stock purchased under a Stock Purchase Right.  The Restricted Stock
Purchase Agreement is subject to the terms and conditions of the Plan and the
Notice of Grant.

          (v)  "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

          (w)  "STOCK PURCHASE RIGHT" means the right to purchase Common Stock
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

          (x)  "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 13 of
the Plan, the maximum aggregate number of shares which may be optioned and sold
under the Plan is 2,500,000 shares of Common Stock.  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); PROVIDED, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or 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.  For purposes of the preceding sentence, voting rights
shall not be considered a benefit of Share ownership.

     4.   ADMINISTRATION OF THE PLAN.

          (a)  PROCEDURE.

               (i)    MULTIPLE ADMINISTRATIVE BODIES.  The Plan may be
administered by different Committees with respect to different groups of
Employees, Directors and Consultants.

               (ii)   SECTION 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder 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.


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               (iii)  RULE 16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange
Act or any successor rule thereto ("Rule 16b-3"), the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.

               (iv)   OTHER ADMINISTRATION.  Other than as provided above, the
Plan shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy applicable laws.

          (b)  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, 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(l) of the Plan;

               (ii)   to select the Employees, Directors and Consultants 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 are granted hereunder;

               (iv)   to determine the number of shares of Common Stock to be
covered by each Option and Stock Purchase Right granted hereunder;

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

               (vi)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder (including, but not
limited to, the share price and any restriction or limitation, or any vesting
acceleration or waiver of forfeiture restrictions regarding any Option or Stock
Purchase Right and/or the shares of Common Stock relating thereto, based in each
case on such factors as the Administrator shall determine, in its sole
discretion);

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

               (viii) to determine whether, to what extent and under what
circumstances Common Stock and other amounts payable with respect to an award
under this Plan shall be deferred either automatically or at the election of the
participant (including providing for and determining the amount, if any, of any
deemed earnings on any deferred amount during any deferral period);

               (ix)   to reduce the exercise price of any Option or Stock
Purchase Right to the then current Fair Market Value if the Fair Market Value of
the Common Stock covered by


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such Option or Stock Purchase Right shall have declined since the date the
Option or Stock Purchase Right was granted;

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

               (xi)   To make all other determinations deemed necessary or
advisable for administering the Plan.

          (c)  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.

     5.   ELIGIBILITY.

          (a)  GENERAL.  Nonstatutory Stock Options and Stock Purchase Rights
may be granted to Employees, Directors and Consultants.  Incentive Stock Options
may be granted only to Employees.  An Employee, Director or Consultant who has
been granted an Option or Stock Purchase Right may, if he or she is otherwise
eligible, be granted additional Options or Stock Purchase Rights.

          (b)  DESIGNATION.  Each Option shall be designated in the written
option agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first time by any
Optionee during any calendar year (under all plans of the Company or any Parent
or Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options.

          (c)  ORDER.  For purposes of Section 5(b), Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

          (d)  AT-WILL EMPLOYMENT.  Neither the Plan nor any Option or Stock
Purchase Right shall confer upon any Optionee any right with respect to
continuation of the Optionee's employment relationship, directorship 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
relationship, directorship or consulting relationship at any time, with or
without cause.

          (e)  The following limitations shall apply to grants of Options and
Stock Purchase Rights to Employees:

               (i)    No Employee shall be granted, in any fiscal year of the
Company, Options and Stock Purchase Rights to purchase more than 500,000 Shares.


                                       -5-
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               (ii)   In connection with his or her initial employment, an
Employee may be granted Options and Stock Purchase Rights to purchase up to an
additional 500,000 Shares which shall not count against the limit set forth in
subsection (i) above.

               (iii)  The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 13.

               (iv)   If an Option or Stock Purchase Right is canceled in the
same fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 13), the canceled Option or
Stock Purchase Right will be counted against the limits set forth in subsections
(i) and (ii) above.  For this purpose, if the exercise price of an Option or
Stock Purchase Right is reduced, the transaction will be treated as a
cancellation of the Option or Stock Purchase Right and the grant of a new Option
or Stock Purchase Right.

     6.   TERM OF PLAN.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 19 of the Plan.  It shall
continue in effect for a term of ten (10) years 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 in the case of an Incentive Stock
Option, the term shall be no more than ten (10) years from the date of grant
thereof or such shorter term as may be provided in the Option agreement; and, in
the case of an Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Option shall be five (5) years from the date of grant thereof or such
shorter term as may be provided in the Option agreement.

     8.   OPTION EXERCISE PRICE AND CONSIDERATION.

          (a)  EXERCISE PRICE.  The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be such price as is determined
by the Administrator, but shall be subject to the following:

               (i)    In the case of an Incentive Stock Option

                      (A)     granted to an Employee who, at the time of the
grant of such Incentive Stock Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant.

                      (B)     granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on the date of grant.


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               (ii)   In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator.  In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

               (iii)  Notwithstanding the foregoing, Options may be granted with
a per Share exercise price of less than 100% of the Fair Market Value per Share
on the date of grant pursuant to a merger or other corporate transaction.

          (b)  WAITING PERIOD AND EXERCISE DATES.  At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.  In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.

          (c)  FORM OF CONSIDERATION.  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 (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and may consist entirely of
(1) cash, (2) check, (3) promissory note, (4) other Shares which (A) in the case
of Shares acquired upon exercise of an Option either have been owned by the
Optionee for more than six months on the date of surrender or were not acquired,
directly or indirectly, from the Company, and (B) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (5) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale or loan proceeds required to pay the
exercise price, (6) any combination of the foregoing methods of payment, or (7)
such other consideration and method of payment for the issuance of Shares to the
extent permitted under applicable laws.

     9.   EXERCISE OF OPTION.

          (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER.  Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the option agreement.

               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(c) of the Plan.
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


                                       -7-
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evidencing such Shares, no right to vote or receive dividends or any other
rights as a stockholder 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 will 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 13 of the Plan.

               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 RELATIONSHIP, DIRECTORSHIP OR
CONSULTING RELATIONSHIP.  Upon termination of an Optionee's Continuous Status as
an Employee, Director or Consultant, other than upon the Optionee's death or
disability, the Optionee may exercise his or her Option, but only within such
period of time as is specified in the Option agreement, and only to the extent
that the Optionee was entitled to exercise it at the date of termination (but in
no event later than the expiration of the term of such Option as set forth in
the Option agreement).  In the absence of a specified time in the Option
agreement, the Option shall remain exercisable for three (3) months following
the Optionee's termination.  In the case of an Incentive Stock Option, such
period of time for exercise shall not exceed three (3) months from the date of
termination.  If, on the date of termination, the Optionee is not entitled to
exercise the Optionee's entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan.  If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.

               Notwithstanding the above, in the event of an Optionee's change
in status from Consultant to Employee or Employee to Consultant, an Optionee's
Continuous Status as an Employee or Consultant shall not automatically terminate
solely as a result of such change in status.  However, in such event, an
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option three months and one day following such change of status.

          (c)  DISABILITY OF OPTIONEE.  In the event of termination of an
Optionee's Continuous Status as an Employee, Director or Consultant as a result
of his or her total and permanent disability (as defined in Section 22(e)(3) of
the Code), Optionee may, but only within twelve (12) months from the date of
such termination (but 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 Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.

          (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 (but in no event later than the expiration date of the term of
such Option as set forth in the Option


                                       -8-
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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 the
Optionee was entitled to exercise the Option at the date of death.  To the
extent that Optionee was not entitled to exercise the Option at the date of
termination, or if the Optionee's estate or a person who acquired the right to
exercise the Option by bequest or inheritance does not exercise such Option to
the extent so entitled within the time specified herein, the Option shall
terminate.

          (e)  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.  STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS.  At the
discretion of the Administrator, Optionees may satisfy withholding obligations
as provided in this section.  When an Optionee incurs tax liability in
connection with an Option, which tax liability is subject to tax withholding
under applicable tax laws, and the Optionee is obligated to pay the Company an
amount required to be withheld under applicable tax laws, the Optionee may
satisfy the withholding tax obligation by electing to have the Company withhold
from the Shares to be issued upon exercise of the Option that number of Shares
having a Fair Market Value equal to the amount required to be withheld.  The
Fair Market Value of the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined (the "Tax Date").

          All elections by an Optionee to have Shares withheld for this purpose
shall be made in writing in a form acceptable to the Administrator and shall be
subject to the following restrictions:

          (a)  the election must be made on or prior to the applicable Tax Date;

          (b)  once made, the election shall be irrevocable as to the particular
Shares of the Option as to which the election is made;

          (c)  all elections shall be subject to the consent or disapproval of
the Administrator;

          In the event the election to have Shares withheld is made by an
Optionee and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Optionee shall receive
the full number of Shares with respect to which the Option is exercised but such
Optionee shall be unconditionally obligated to tender back to the Company the
proper number of Shares on the Tax Date.

     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


                                       -9-
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outside of the Plan.  After the Administrator determines that it will offer
Stock Purchase Rights under the Plan, it shall advise the offeree in writing, by
means of a Notice of Grant, of the terms, conditions and restrictions related to
the offer, including the number of Shares that the offeree shall be entitled to
purchase, the price to be paid, and the time within which the offeree must
accept such offer, which shall in no event exceed six (6) months from the date
upon which the Administrator made 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.

          (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 a rate determined by the
Administrator.

          (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 STOCKHOLDER.  Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company.  No adjustment
will 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 13
of the Plan.

     12.  NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.  Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.  If the
Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.

     13.  ADJUSTMENTS.

          (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and 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


                                      -10-
<PAGE>


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, 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 Administrator, whose determination in that respect shall be final,
binding and conclusive.  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, to the extent that an Option or Stock
Purchase Right has not been previously exercised, the Option or Stock Purchase
Right will terminate immediately prior to the consummation of such proposed
action.  The Board may, in the exercise of its sole discretion in such
instances, declare that any Option or Stock Purchase Right shall terminate as of
a date fixed by the Board and give each Optionee the right to exercise his or
her Option or  Stock Purchase Right as to all or any part of the Optioned Stock,
including Shares as to which the Option or Stock Purchase Right would not
otherwise be exercisable.

          (c)  MERGER OR ASSET SALE.  In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, in which the stockholders of the Company immediately prior to
the transaction own less than 50% of the voting securities of the surviving,
continuing or purchasing entity (or parent, if any) immediately following the
transaction, each outstanding Option or Stock Purchase Right shall become fully
vested and exercisable immediately prior to the consummation of such
transaction.  In such case, the Company shall notify the Optionee as soon as
practicable that the Option or Stock Purchase Right shall become fully vested
and exercisable immediately prior to the consummation of the transaction and the
procedure for exercising the Option or Stock Purchase Right.  Any Option or
Stock Purchase Right not exercised immediately prior to the consummation of the
transaction shall terminate.

          (d)  DATE OF GRANT.  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 Outside Director 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.


                                      -11-
<PAGE>


          (b)  STOCKHOLDER APPROVAL.  The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Section 422 of the Code (or any other applicable law or regulation,
including the requirements of any exchange or quotation system on which the
Common Stock is listed or quoted).  Such stockholder approval, if required,
shall be obtained in such a manner and to such degree as is required by the
applicable law, rule or regulation.

          (c)  EFFECT OF AMENDMENT OR TERMINATION.  No amendment, suspension or
termination of the Plan shall impair the rights of any Optionee, unless mutually
agreed 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.

          (a)  LEGAL COMPLIANCE.  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.

          (b)  INVESTMENT REPRESENTATIONS.  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.

     17.  LIABILITY OF COMPANY.

          (a)  INABILITY TO OBTAIN AUTHORITY.  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.

          (b)  GRANTS EXCEEDING ALLOTTED SHARES.  If the Optioned Stock covered
by an Option or Stock Purchase Right exceeds, as of the date of grant, the
number of Shares which may be issued under the Plan without additional
stockholder approval, such Option or Stock Purchase Right  shall be void with
respect to such excess Option Stock, unless stockholder approval of an amendment
sufficiently increasing the number of Shares subject to the Plan is timely
obtained in accordance with Section 15(b) of the Plan.


                                      -12-
<PAGE>


     18.  RESERVATION OF SHARES.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     19.  STOCKHOLDER APPROVAL.  Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law.




                                      -13-
<PAGE>


                                HEARTSTREAM, INC.

                                 1993 STOCK PLAN

                             STOCK OPTION AGREEMENT



     Heartstream, Inc., a Delaware corporation (the "Company"), hereby grants to
_____________________ (the "Optionee") an Option to purchase a total of
___________________ shares of Common Stock (the "Shares"), at the price
determined as provided herein, and in all respects subject to the terms,
definitions and provisions of the 1993 Employee Stock Plan (the "Plan") adopted
by the Company, which is incorporated herein by reference.  Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings herein.

     1.   NATURE OF THE OPTION.  If Optionee is an Employee of the Company, this
Option is intended to qualify as an Incentive Stock Option.  If Optionee is a
Consultant of the Company, this Option is a Nonstatutory Stock Option and is not
intended to qualify for any special tax benefits to the Optionee.

     2.   EXERCISE PRICE.  The exercise price is $___________ for each share of
Common Stock, which price is not less than the Fair Market Value per share of
Common Stock on the date of grant, as determined by the Administrator; provided,
however, in the event Optionee is an Employee and owns stock representing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of its Parent or Subsidiary corporations immediately
before this Option is granted, said exercise price is not less than one hundred
ten percent (110%) of the Fair Market Value per share of Common Stock on the
date of grant as determined by the Board.

     3.   EXERCISE OF OPTION.  This Option shall be exercisable during its term
in accordance with the provisions of Section 8 of the Plan as follows:

          (a)  RIGHT TO EXERCISE

               (i)    Subject to subsections 3(a)(ii), (iii), (iv) and (v)
below, twenty-five percent (25%) of the total number of shares subject to this
option shall become exercisable one year after the date of grant, and an
additional one forty-eighth (1/48) of the total number of shares subject to this
Option shall become exercisable on the last day of each full calendar month
thereafter, until all of such shares are exercisable; provided, however, that
all shares subject to this option shall become fully vested and exercisable
immediately prior to the closing of a merger of the Company with or into another
corporation or the sale of all or substantially all of the assets of the Company
in accordance with Section 13(c) of the Plan.


                                       -1-
<PAGE>


               (ii)   This Option may not be exercised for a fraction of a
Share.

               (iii)  In the event of Optionee's death, disability or other
termination of employment, the exercisability of the Option is governed by
Sections 6, 7 and 8 below, subject to the limitations contained in
subsections 3(a)(iv) and (v).

               (iv)   In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in Section 10 below.

               (v)    If this Option is intended to qualify as an Incentive
Stock Option, in no event may this Option become exercisable at a time or times
which, when this Option is aggregated with all other incentive stock options
granted to Optionee by the Company or any Parent or Subsidiary, would result in
Shares having an aggregate Fair Market Value (determined for each Share as of
the date of grant of the option covering such share) in excess of $100,000
becoming first available for purchase upon exercise of one or more incentive
stock options during any calendar year.

          (b)  METHOD OF EXERCISE.  This Option shall be exercisable by written
notice in the form attached as Exhibit A, which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan.  Such written
notice shall be signed by Optionee and shall be delivered in person or by
certified mail to the President, Secretary or Chief Financial Officer of the
Company.  The written notice shall be accompanied by payment of the exercise
price.  This Option shall be deemed to be exercised upon receipt by the Company
of such written notice accompanied by the exercise price.

               No shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed.  Assuming such compliance, for income tax purposes the Shares shall
be considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.

     4.   METHOD OF PAYMENT.  Payment of the purchase price shall be made by
cash or check.

     5.   RESTRICTIONS ON EXERCISE.  This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations (Regulation G) as
promulgated by the Federal Reserve Board.  As a condition to the exercise of
this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or regulation.


                                       -2-
<PAGE>


     6.   TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT.  In the event of
termination of Optionee's Continuous Status as an Employee or Consultant,
Optionee may, but only within ninety (90) days after the date of such
termination (but in no event later than the date of expiration of the term of
this Option as set forth in Section 10 below), exercise this Option to the
extent that Optionee was entitled to exercise it at the date of such
termination.  To the extent that Optionee was not entitled to exercise this
Option at the date of such termination, or if Optionee does not exercise this
Option within the time specified herein, this Option shall terminate.

     7.   DISABILITY OF OPTIONEE.  Notwithstanding the provisions of Section 5
above, in the event of termination of Optionee's Continuous Status as an
Employee or Consultant as a result of Optionee's permanent and total disability
(as defined in Section 22(e)(3) of the Code), Optionee may, but only within
twelve (12) months from the date of termination of employment or outside
director relationship (but in no event later than the date of expiration of the
term of this Option as set forth in Section 10 below), exercise this Option to
the extent Optionee was entitled to exercise it at the date of such termination.
To the extent that Optionee was not entitled to exercise this Option at the date
of termination, or if Optionee does not exercise such Option (which Optionee was
entitled to exercise) within the time specified herein, this Option shall
terminate.

     8.   DEATH OF OPTIONEE.  In the event of the death of Optionee:

          (a)  during the term of this Option while an Employee or Consultant of
the Company and having been in Continuous Status as an Employee or Consultant
since the date of grant of this Option, this Option may be exercised, at any
time within twelve (12) months following the date of death (but in no event
later than the date of expiration of the term of this Option as set forth in
Section 10 below), by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that would have accrued had Optionee continued living and
remained in Continuous Status as an Employee or Consultant twelve (12) months
after the date of death, subject to the limitations contained in Section 3(a)(v)
above; or

          (b)  within thirty (30) days after the termination of Optionee's
Continuous Status as an Employee or Consultant, this Option may be exercised, at
any time within twelve (12) months following the date of death (but in no event
later than the date of expiration of the term of this Option as set forth in
Section 10 below), by Optionee's estate or by a person who acquired the right to
exercise this Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination.

     9.   NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee.  The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of Optionee.


                                       -3-
<PAGE>


     10.  TERM OF OPTION.  This Option may not be exercised more than ten years
from the date of grant of this Option, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.

     11.  EARLY DISPOSITION OF STOCK.  If this is an Incentive Stock Option,
Optionee understands that, if Optionee disposes of any Shares received under
this Option within two (2) years after the date of this Agreement or within one
(1) year after such Shares are transferred to Optionee, Optionee will be treated
for federal income tax purposes as having received ordinary income at the time
of such disposition in an amount generally measured as the difference between
the price paid for the Shares and the lower of the Fair Market Value of the
Shares at the date of exercise or the Fair Market Value of the Shares at the
date of disposition.  The amount of such ordinary income may be measured
differently if Optionee is an officer, director or 10% shareholder of the
Company, or if the Shares are subject to a substantial risk of forfeiture at the
time they are transferred.  Any gain recognized on such a premature sale of the
Shares in excess of the amount treated as ordinary income will be characterized
as capital gain.  OPTIONEE HEREBY AGREES TO NOTIFY THE COMPANY IN WRITING WITHIN
THIRTY (30) DAYS AFTER THE DATE OF ANY SUCH DISPOSITION.  Optionee understands
that if Optionee disposes of such Shares at any time after the expiration of
such two-year and one-year holding periods, any gain on such sale will be
treated as long-term capital gain.

     12.  TAXATION UPON EXERCISE OF OPTION.  If this is a Nonstatutory Stock
Option, Optionee understands that, upon exercise of this Option, Optionee will
recognize income for tax purposes in an amount equal to the excess of the then
Fair Market Value of the Shares over the exercise price.  Upon a resale of such
shares by the Optionee, any difference between the sale price and the Fair
Market Value of the shares on the date of exercise of the Option will be treated
as capital gain or loss.

     13.  TAX CONSEQUENCES.  The Optionee understands that any of the foregoing
references to taxation are based on federal income tax laws and regulations now
in effect.  The Optionee has reviewed with the Optionee's own tax advisors the
federal, state, local and foreign tax consequences of the transactions
contemplated by this Agreement.  The Optionee is relying solely on such advisors
and not on any statements or representations of the Company or any of its
agents.  The Optionee understands that the Optionee (and not the Company) shall
be responsible for the Optionee's own tax liability that may arise as a result
of the transactions contemplated by this Agreement.

DATE OF GRANT:
                ----------------------


                                   HEARTSTREAM, INC.


                                   By:
                                      -------------------------------

                                   Title:
                                         ----------------------------


                                       -4-
<PAGE>


     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE (A) AS AN EMPLOYEE AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER) OR (B) AS A CONSULTANT, AS THE CASE MAY
BE.  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, THE PLAN WHICH
IS INCORPORATED HEREIN BY REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND
THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT
ANY TIME, WITH OR WITHOUT CAUSE.

     Optionee acknowledges receipt of a copy of the Plan, represents that
Optionee is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof.  Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option.  Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan.  Optionee further
agrees to notify the Company upon any change in the residence address indicated
below.


Dated:
       -------------------              --------------------------------


                                   Residence Address:

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

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

                                   Social Security No.
                                                       ----------------


                                       -5-
<PAGE>


                                    EXHIBIT A

                              NOTICE OF EXERCISE OF
                                  STOCK OPTION


TO:

FROM:

DATE:

RE:       Exercise of Stock Option

     I hereby exercise my option to purchase __________ shares of Common Stock
at $________ per share (total exercise price of $_______), effective today's
date.  This notice is given in accordance with the terms of my Stock Option
Agreement dated ___________, 19____.  The option price and vested amount is in
accordance with Sections 2 and 3 of the Stock Option Agreement.

     Attached is a check payable to Heartstream, Inc. for the total exercise
price of the shares being purchased.  The undersigned confirms the
representations made in Section 4 of the Stock Option Agreement.

     Please prepare the stock certificate in the following name(s):




     The Stock Option Agreement requires the Company's approval for registration
in a name other than your name and requires certain agreements from any joint
owner.

                                   Sincerely,



                                   (Signature)


                                   (Print or Type Name)

Letter and consideration
received on                     , 19       .
            --------------------    -------
By:


                                       -6-