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                                                                  Exhibit 10.1


                          LAPIDUS MEDICAL SYSTEMS, INC.

                             1995 STOCK OPTION PLAN

         1. PURPOSE. The purpose of this 1995 Stock Option Plan (the "Plan") is
to encourage employees of Lapidus Medical Systems, Inc. (the "Company") and of
any present or future parent or subsidiary of the Company (collectively,
"Related Corporations"), and other individuals who render services to the
Company or a Related Corporation, by providing opportunities to purchase stock
in the Company pursuant to options granted hereunder which qualify as "incentive
stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of
1986, as amended (the "Code") and options which do not qualify as ISOs
("Non-Qualified Options"). Both ISOs and Non-Qualified Options are referred to
hereafter individually as an "Option" and collectively as "Options." As used
herein, the terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation," respectively, as those terms are defined in Section
424 of the Code.

      2. ADMINISTRATION OF THE PLAN.

                  A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be
      administered by the Board of Directors of the Company (the "Board") or by
      a committee appointed by the Board (the "Committee"); provided that the
      Plan shall be administered to the extent required by Rule 16b-3
      promulgated under the Securities Exchange Act of 1934 or any successor
      provision ("Rule 16b-3"), with respect to specific grants of Options, by a
      disinterested administrator or administrators within the meaning of Rule
      16b-3. Hereinafter, all references in this Plan to the "Committee" shall
      mean the Board if no Committee has been appointed. Subject to ratification
      of the grant or authorization of each Option by the Board (if so required
      by applicable state law), and subject to the terms of the Plan, the
      Committee shall have the authority to (i) determine to whom (from among
      the class of employees eligible under paragraph 3 to receive ISOs) ISOs
      shall be granted, and to whom (from among the class of individuals and
      entities eligible under paragraph 3 to receive Non-Qualified Options)
      Non-Qualified Options may be granted; (ii) determine the time or times at
      which Options shall be granted; (iii) determine the exercise price of
      shares subject to each Option, which price shall not be less than the
      minimum price specified in paragraph 6; (iv) determine whether each Option
      granted shall be an ISO or a Non-Qualified Option; (v) determine (subject
      to paragraph 7) the time or times when each Option shall become
      exercisable and the duration of the exercise period; (vi) extend the
      period during which outstanding Options may be exercised; (vii) determine
      whether restrictions such as repurchase options are to be imposed on
      shares subject to Options and the nature of such restrictions, if any; and
      (viii) interpret the Plan and prescribe and rescind rules and regulations
      relating to it. If the Committee determines to issue a Non-Qualified
      Option, it shall take whatever actions it deems necessary, under Section
      422 of the Code and the regulations promulgated thereunder, to ensure that
      such Option is not treated as an ISO. The interpretation and construction
      by the Committee of any provisions of the Plan or of

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      any Option granted under it shall be final unless otherwise determined by
      the Board. The Committee may from time to time adopt such rules and
      regulations for carrying out the Plan as it may deem advisable. No member
      of the Board or the Committee shall be liable for any action or
      determination made in good faith with respect to the Plan or any Option
      granted under it.

                  B. COMMITTEE ACTIONS. The Committee may select one of its
      members as its chairman, and shall hold meetings at such time and places
      as it may determine. A majority of the Committee shall constitute a quorum
      and acts by a majority of the members of the Committee at a meeting at
      which a quorum is present, or acts reduced to or approved in writing by a
      majority of the members of the Committee (if consistent with applicable
      state law), shall constitute the valid acts of the Committee. From time to
      time the Board may increase the size of the Committee and appoint
      additional members thereof, remove members (with or without cause) and
      appoint new members in substitution therefor, fill vacancies however
      caused, or remove all members of the Committee and thereafter directly
      administer the Plan.

                  C. GRANT OF OPTIONS TO BOARD MEMBERS. Subject to the
      provisions of the first sentence of paragraph 2(A) above, if applicable,
      Options may be granted to members of the Board. All grants of Options to
      members of the Board shall in all other respects be made in accordance
      with the provisions of this Plan applicable to other eligible persons.
      Consistent with the provisions of the first sentence of paragraph 2(A)
      above, members of the Board who either (i) are eligible to receive grants
      of Options pursuant to the Plan or (ii) have been granted Options may vote
      on any matters affecting the administration of the Plan or the grant of
      any Options pursuant to the Plan, except that no such member shall act
      upon the granting to himself or herself of Options, but any such member
      may be counted in determining the existence of a quorum at any meeting of
      the Board during which action is taken with respect to the granting to
      such member of Options.

         3. ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted only to employees
of the Company or any Related Corporation. Non-Qualified Options may be granted
to any employee, officer or director (whether or not also an employee) or
consultant of the Company or any Related Corporation. The Committee may take
into consideration a recipient's individual circumstances in determining whether
to grant an ISO or a Non-Qualified Option. The granting of any Option to any
individual or entity shall neither entitle that individual or entity to, nor
disqualify such individual or entity from, participation in any other grant of
Options.

         4. STOCK. The stock subject to Options shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued pursuant to the Plan is
1,530,000, subject to adjustment as provided in paragraph 13. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the shares subject to such
Option shall again be available for grants of Options under the Plan.

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         5. GRANTING OF OPTIONS. Options may be granted under the Plan at any
time after February 10, 1995 and prior to February 10, 2005. The date of grant
of an Option under the Plan will be the date specified by the Committee at the
time it grants the Option; provided, however, that such date shall not be prior
to the date on which the Committee acts to approve the grant.

         6.       MINIMUM OPTION PRICE; ISO LIMITATIONS.

                  A. PRICE FOR NON-QUALIFIED OPTIONS. The exercise price per
      share specified in the agreement relating to each Non-Qualified Option
      granted under the Plan shall in no event be less than the minimum legal
      consideration required therefor under the laws of any jurisdiction in
      which the Company or its successors in interest may be organized.

                  B. PRICE FOR ISOS. The exercise price per share specified in
the agreement relating to each ISO granted under the Plan shall not be less than
the fair market value per share of Common Stock on the date of such grant. In
the case of an ISO to be granted to an employee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Related Corporation, the price per share specified
in the agreement relating to such ISO shall not be less than one hundred ten
percent (110%) of the fair market value per share of Common Stock on the date of
grant. For purposes of determining stock ownership under this paragraph, the
rules of Section 424(d) of the Code shall apply.

                  C. $100,000 ANNUAL LIMITATION ON ISO VESTING. Each eligible
employee may be granted Options treated as ISOs only to the extent that, in the
aggregate under this Plan and all incentive stock option plans of the Company
and any Related Corporation, ISOs do not become exercisable for the first time
by such employee during any calendar year with respect to stock having a fair
market value (determined at the time the ISOs were granted) in excess of
$100,000. The Company intends to designate any Options granted in excess of such
limitation as Non-Qualified Options.

                  D. DETERMINATION OF FAIR MARKET VALUE. If, at the time an
Option is granted under the Plan, the Company's Common Stock is publicly traded,
"fair market value" shall be determined as of the last business day for which
the prices or quotes discussed in this sentence are available prior to the date
such Option is granted and shall mean (i) the average (on that date) of the high
and low prices of the Common Stock on the principal national securities exchange
on which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the Nasdaq National Market, if the Common Stock is
not then traded on a national securities exchange; or (iii) the closing bid
price (or average of bid prices) last quoted (on that date) by an established
quotation service for over-the-counter securities, if the Common Stock is not
reported on the Nasdaq National Market. If the Common Stock is not publicly
traded at the time an Option is granted under the Plan, "fair market value"
shall be deemed to be the fair value of the Common Stock as determined by the
Committee after taking into consideration all factors which it deems
appropriate, including, without limitation, recent sale and offer prices of the
Common Stock in private transactions negotiated at arm's length.

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         7. OPTION DURATION. Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

         8. EXERCISE OF OPTION. Subject to the provisions ofparagraphs 9 through
12, each Option granted under the Planshall be exercisable as follows:

            A. VESTING. The Option shall either be fully exercisable on the date
     of grant or shall become exercisable thereafter in such installments as the
     Committee may specify.

            B. FULL VESTING OF INSTALLMENTS. Once an installment becomes
     exercisable it shall remain exercisable until expiration or termination of
     the Option, unless otherwise specified by the Committee.

            C. PARTIAL EXERCISE. Each Option or installment may be exercised at
     any time or from time to time, in whole or in part, for up to the total
     number of shares with respect to which it is then exercisable.

            D. ACCELERATION OF VESTING. The Committee shall have the right to
     accelerate the date on which any installment of any Option becomes
     exercisable; provided that the Committee shall not, without the consent of
     an optionee, accelerate the permitted exercise date of any installment of
     any Option granted to any employee as an ISO (and not previously converted
     into a Non-Qualified Option pursuant to paragraph 16) if such acceleration
     would violate the annual vesting limitation contained in Section 422(d) of
     the Code, as described in paragraph 6(C).

         9. TERMINATION OF EMPLOYMENT. Unless otherwise specified in the
agreement relating to such ISO, if an ISO optionee ceases to be employed by the
Company and all Related Corporations other than by reason of death or disability
as defined in paragraph 10, no further installments of his or her ISOs shall
become exercisable, and his or her ISOs shall terminate after the passage of
three months from the date of termination of his or her employment, but in no
event later than on their specified expiration dates, except to the extent that
such ISOs (or unexercised installments thereof) have been converted into
Non-Qualified Options pursuant to paragraph 16. For purposes of this paragraph
9, employment shall be considered as continuing uninterrupted during any bona
fide leave of absence (such as those attributable to illness, military
obligations or governmental service) provided that the period of such leave does
not exceed 90 days or, if longer, any period during which such optionee's right
to reemployment is

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guaranteed by statute. A bona fide leave of absence with the written approval of
the Committee shall not be considered an interruption of employment under this
paragraph 9, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence. ISOs granted under the Plan shall not be
affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation. Nothing in the Plan shall be deemed to give any
optionee the right to be retained in employment or other service by the Company
or any Related Corporation for any period of time.

         10.  DEATH; DISABILITY.

                  A. DEATH. If an ISO optionee ceases to be employed by the
      Company and all Related Corporations by reason of his or her death, any
      ISO owned by such optionee may be exercised, to the extent permitted under
      the terms of the applicable stock option agreement, by the estate,
      personal representative or beneficiary who has acquired the ISO by will or
      by the laws of descent and distribution.

                  B. DISABILITY. If an ISO optionee ceases to be employed by the
      Company and all Related Corporations by reason of his or her disability,
      such optionee shall have the right to exercise any ISO held by him or her
      on the date of termination of employment, to the extent permitted under
      the terms of the applicable stock option agreement. For the purposes of
      the Plan, the term "disability" shall mean "permanent and total
      disability" as defined in Section 22(e)(3) of the Code or any successor
      statute.

         11. ASSIGNABILITY. No Option shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution. Except as
set forth in the preceding sentence, during the lifetime of an optionee each
Option shall be exercisable only by such optionee.

         12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

         13. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter

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provided, unless otherwise specifically provided in the written agreement
between the optionee and the Company relating to such Option:

                  A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common
      Stock shall be subdivided or combined into a greater or smaller number of
      shares or if the Company shall issue any shares of Common Stock as a stock
      dividend on its outstanding Common Stock (other than in connection with
      the common stock dividend of 115-2/3 shares of Common Stock for each share
      of Common Stock declared by the Company's board of directors in February
      1995), the number of shares of Common Stock deliverable upon the exercise
      of Options shall be appropriately increased or decreased proportionately,
      and appropriate adjustments shall be made in the purchase price per share
      to reflect such subdivision, combination or stock dividend.

                  B. CONSOLIDATIONS OR MERGERS. If the Company is to be
      consolidated with or acquired by another entity in a merger, sale of all
      or substantially all of the Company's assets or otherwise (an
      "Acquisition"), the Committee or the board of directors of any entity
      assuming the obligations of the Company hereunder (the "Successor Board"),
      shall, as to outstanding Options, either (i) make appropriate provision
      for the continuation of such Options by substituting on an equitable basis
      for the shares then subject to such Options either (a) the consideration
      payable with respect to the outstanding shares of Common Stock in
      connection with the Acquisition, (b) shares of stock of the surviving
      corporation or (c) such other securities as the Successor Board deems
      appropriate, the fair market value of which shall not materially exceed
      the fair market value of the shares of Common Stock subject to such
      Options immediately prior to the Acquisition; or (ii) upon written notice
      to the optionees, provide that all Options must be exercised, to the
      extent then exercisable, within a specified number of days of the date of
      such notice, at the end of which period the Options shall terminate; or
      (iii) terminate all Options in exchange for a cash payment equal to the
      excess of the fair market value of the shares subject to such Options (to
      the extent then exercisable) over the exercise price thereof.

                  C. RECAPITALIZATION OR REORGANIZATION. In the event of a
      recapitalization or reorganization of the Company (other than a
      transaction described in subparagraph B above) pursuant to which
      securities of the Company or of another corporation are issued with
      respect to the outstanding shares of Common Stock, an optionee upon
      exercising an Option shall be entitled to receive for the purchase price
      paid upon such exercise the securities he or she would have received if he
      or she had exercised such Option prior to such recapitalization or
      reorganization.

                  D. MODIFICATION OF ISOS. Notwithstanding the foregoing, any
      adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
      shall be made only after the Committee, after consulting with counsel for
      the Company, determines whether such adjustments would constitute a
      "modification" of such ISOs (as that term is defined in Section 424 of the
      Code) or would cause any adverse tax consequences for the holders of such
      ISOs. If the Committee determines that such adjustments made with respect
      to ISOs

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      would constitute a modification of such ISOs or would cause adverse tax
      consequences to the holders, it may refrain from making such adjustments.

                  E. DISSOLUTION OR LIQUIDATION. Subject to subparagraph B above
      if such dissolution or liquidation follows a sale of all or substantially
      of the Company's assets, in the event of the proposed dissolution or
      liquidation of the Company, each Option will terminate immediately prior
      to the consummation of such proposed action or at such other time and
      subject to such other conditions as shall be determined by the Committee.

                  F. ISSUANCES OF SECURITIES. 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 subject to Options. No adjustments shall be made
      for dividends paid in cash or in property other than securities of the
      Company.

                  G. FRACTIONAL SHARES. No fractional shares shall be issued
      under the Plan and the optionee shall receive from the Company cash in
      lieu of such fractional shares.

                  H. ADJUSTMENTS. Upon the happening of any of the events
      described in subparagraphs A, B or C above, the class and aggregate number
      of shares set forth in paragraph 4 hereof that are subject to Options
      which previously have been or subsequently may be granted under the Plan
      shall also be appropriately adjusted to reflect the events described in
      such subparagraphs. The Committee or the Successor Board shall determine
      the specific adjustments to be made under this paragraph 13 and, subject
      to paragraph 2, its determination shall be conclusive.

         14. MEANS OF EXERCISING OPTIONS. An Option (or any part or
installment thereof) shall be exercised by giving written notice to the
Company at its principal office address, or to such transfer agent as the
Company shall designate. Such notice shall identify the Option being
exercised and specify the number of shares as to which such Option is being
exercised, accompanied by full payment of the purchase price therefor either
(a) in United States dollars in cash or by check, (b) at the discretion of
the Committee, through delivery of shares of Common Stock having a fair
market value equal as of the date of the exercise to the cash exercise price
of the Option, (c) at the discretion of the Committee, by delivery of the
optionee's personal recourse note bearing interest at no less than 100% of
the lowest applicable Federal rate, as defined in Section 1274(d) of the
Code, (d) at the discretion of the Committee and consistent with applicable
law, through the delivery of an assignment to the Company of a sufficient
amount of the proceeds from the sale of the Common Stock acquired upon
exercise of the Option and an authorization to the broker or selling agent to
pay that amount to the Company, which sale shall be at the participant's
direction at the time of exercise, or (e) at the discretion of the Committee,
by any combination of (a), (b), (c) and (d) above. If the Committee exercises
its discretion to permit payment of the exercise price of an ISO by means of
the methods set forth in clauses (b), (c), (d) or (e) of the preceding
sentence, such discretion shall be exercised in writing at the time of the
grant of the ISO in question. The holder of an Option shall not have the
rights of a shareholder with respect to the shares covered by his Option
until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made
for dividends or similar rights for which the record date is before the date
such stock certificate is issued.

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         15. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on
February 24, 1995, subject, with respect to the validation of ISOs granted under
the Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the approval
of stockholders is not obtained prior to February 24, 1996, any grants of ISOs
under the Plan made prior to that date will be rescinded. The Plan shall expire
at the end of the day on February 24, 2005 (except as to Options outstanding on
that date). Subject to the provisions of paragraph 5 above, Options may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, without the approval of the stockholders obtained within 12 months before
or after the Board adopts a resolution authorizing any of the following actions:
(a) the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the benefits
accruing to participants under the Plan may not be materially increased; (c) the
requirements as to eligibility for participation in the Plan may not be
materially modified; (d) the provisions of paragraph 3 regarding eligibility for
grants of ISOs may not be modified; (e) the provisions of paragraph 6(B)
regarding the exercise price at which shares may be offered pursuant to ISOs may
not be modified (except by adjustment pursuant to paragraph 13); (f) the
expiration date of the Plan may not be extended; and (g) the Board may not take
any action which would cause the Plan to fail to comply with Rule 16b-3. Except
as otherwise provided in this paragraph 15, in no event may action of the Board
or stockholders alter or impair the rights of an optionee, without such
optionee's consent, under any Option previously granted to such optionee.

         16. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS. The Committee, at
the written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the optionee is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISOs. At the time of such conversion, the Committee (with the consent of the
optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Committee in its discretion may determine, provided
that such conditions shall not be inconsistent with this Plan. Nothing in the
Plan shall be deemed to give any optionee the right to have such optionee's ISOs
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Committee takes appropriate action.

         17. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted under the Plan shall be used for
general corporate purposes.

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         18. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

         19. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the making of a Disqualifying Disposition (as defined in
paragraph 18), the vesting or transfer of restricted stock or securities
acquired on the exercise of a Option hereunder, or the making of a distribution
or other payment with respect to such stock or securities, the Company may
withhold taxes in respect of amounts that constitute compensation includible in
gross income. The Committee in its discretion may condition (i) the exercise of
an Option, or (ii) the vesting or transferability of restricted stock or
securities acquired by exercising an Option, on the optionee's making
satisfactory arrangement for such withholding. Such arrangement may include
payment by the optionee in cash or by check of the amount of the withholding
taxes or, at the discretion of the Committee, by the optionee's delivery of
previously held shares of Common Stock or the withholding from the shares of
Common Stock otherwise deliverable upon exercise of a Option shares having an
aggregate fair market value equal to the amount of such withholding taxes.

         20. GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

         Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by optionees in connection with the Plan.

         21. GOVERNING LAW. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of Delaware, or the
laws of any jurisdiction in which the Company or its successors in interest may
be organized.