ROYCE BIOMEDICAL, INC.
                           INCENTIVE STOCK OPTION PLAN

         1. Purpose. The purpose of the Incentive Stock Option Plan (the "Plan")
is to  advance  the  interests  of Royce  Biomedical,  Inc.  and any  subsidiary
corporation   (hereinafter  referred  to  as  the  "Company")  and  all  of  its
shareholders,  by strengthening  the Company's  ability to attract and retain in
its employ  individuals  of training,  experience,  and ability,  and to furnish
additional  incentive  to officers  and valued  employees  upon whose  judgment,
initiative,  and efforts the successful  conduct and development of its business
largely depends,  by encouraging such officers and employees to become owners of
capital stock of the Company.

              This will be  effected  through the  granting of stock  options as
herein  provided,  which  options are  intended to qualify as  "Incentive  Stock
Options"  within the meaning of Section 422 of the  Internal  Revenue  Code,  as
amended (the "Code").

         2.   Definitions.

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

              (b)  "Committee"  means the directors duly appointed to administer
the Plan.

              (c)  "Common Stock" means the Company's Common Stock.

              (d) "Date of Grant"  means the date on which an Option is  granted
under the Plan.

              (e) "Option" means an Option granted under the Plan.

              (f)  "Optionee"  means a person to whom an  Option,  which has not
expired, has been granted under the Plan.

              (g) "Successor" means the legal  representative of the estate of a
deceased  optionee or the person or persons who acquire the right to exercise an
Option by bequest or inheritance or by reason of the death of any Optionee.

         3.  Administration  of Plan.  The Plan  shall  be  administered  by the
Company's  Board of  Directors or in the  alternative,  by a committee of two or
more directors  appointed by the Board (the "Committee").  If a Committee should
be appointed,  the  Committee  shall report all action taken by it to the Board.
The Committee shall have full and final authority in its discretion,  subject to
the provisions of the Plan, to determine the individuals to whom and the time or
times at which  Options  shall be granted and the number of shares and  purchase

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price of Common Stock  covered by each Option;  to construe  and  interpret  the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical,  including, but without limitation,  terms covering
the payment of the Option Price; and to make all other  determinations  and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations  shall be conclusively binding for
all purposes and upon all persons.

         4. Common Stock Subject to Options.  The aggregate  number of shares of
the  Company's  Common  Stock which may be issued  upon the  exercise of Options
granted under the Plan shall not exceed  300,000.  The shares of Common Stock to
be issued upon the exercise of Options may be  authorized  but unissued  shares,
shares  issued and  reacquired by the Company or shares bought on the market for
the  purposes  of the Plan.  In the  event any  Option  shall,  for any  reason,
terminate or expire or be surrendered without having been exercised in full, the
shares  subject  to such  Option but not  purchased  thereunder  shall  again be
available for Options to be granted under the Plan.

         The aggregate  fair market value  (determined as of the time any option
is granted) of the stock for which any employee may be granted options which are
first  exercisable  in any single  calendar  year under this Plan (and any other
plan of the Company meeting the  requirements  for Incentive Stock Option Plans)
shall not exceed $100,000.

         5.  Participants.  Options  will be  granted  only to  persons  who are
employees of the Company or  subsidiaries  of the Company and only in connection
with any such person's  employment.  The term "employees" shall include officers
as well as  other  employees,  and the  officers  and  other  employees  who are
directors of the Company.  The  Committee  will  determine  the  employees to be
granted options and the number of shares subject to each option.

         6. Terms and  Conditions of Options.  Any Option granted under the Plan
shall be evidenced by an agreement executed by the Company and the recipient and
shall  contain such terms and be in such form as the  Committee may from time to
time approve, subject to the following limitations and conditions:

              (a) Option Price.  The purchase  price of each option shall not be
less than 100% of the fair market  value of the  Company's  common  stock at the
time of the granting of the option provided,  however,  if the optionee,  at the
time the option is  granted,  owns stock  possessing  more than 10% of the total
combined voting power of all classes of stock of the Company, the purchase price
of the option  shall not be less than 110% of the fair market value of the stock
at the time of the granting of the option.

              (b) Period of Option.  The maximum period for exercising an option
shall be 10 years  from the date upon  which the  option is  granted,  provided,
however,  if the  optionee,  at the time  the  option  is  granted,  owns  stock
possessing  more than l0% of the total  combined  voting power of all classes of

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stock of the Company,  the maximum period for exercising an option shall be five
years  from the date upon  which the option is  granted  and  provided  further,
however,  that these periods may be shortened in accordance  with the provisions
of Paragraph 7 below.

         Subject to the  foregoing,  the period  during which each option may be
exercised,  and the  expiration  date of  each  Option  shall  be  fixed  by the
Committee.

         If an  optionee  shall  cease  to be  employed  by the  Company  due to
disability,  as defined in Section 22(e)(3) of the Code, he may, but only within
the one year next succeeding  such cessation of employment,  exercise his option
to the extent that he was entitled to exercise it on the date of such cessation.
The Plan will not confer upon any optionee any right with respect to continuance
of employment  by the Company,  nor will it interfere in any way with his right,
or his employer's right, to terminate his employment at any time.

              (c) Vesting of  Shareholder  Rights.  Neither an Optionee  nor his
successor  shall  have any  rights as a  shareholder  of the  Company  until the
certificates  evidencing  the shares  purchased  are properly  delivered to such
Optionee or his successor.

              (d) Exercise of Option. Each Option shall be exercisable from time
to time during a period (or periods) determined by the Committee and ending upon
the expiration or termination of the Option;  provided,  however,  the Committee
may,  by the  provisions  of any  Option  Agreement,  limit the number of shares
purchaseable thereunder in any period or periods of time during which the Option
is exercisable.  An Option shall not be exercisable in whole or in part prior to
the date of shareholder approval of the Plan.

              Options  may be  exercised  in part from time to time  during  the
option period.  The exercise of any option will be contingent upon compliance by
the Optionee (or purchaser  acting pursuant to Section 6(b)) with the provisions
of  Section  10 below and upon  receipt  by the  Company  of either  (i) cash or
certified bank check payable to its order in the amount of the purchase price of
such shares (ii) shares of Company stock having a fair market value equal to the
purchase  price of such shares,  or (iii) a combination  of (i) and (ii). If any
law or  regulation  requires  the Company to take any action with respect to the
shares to be issued upon  exercise of any option,  then the date for delivery of
such stock shall be extended for the period necessary to take such action.

              (e)  Nontransferability of Option. No Option shall be transferable
or assignable by an Optionee,  otherwise than by will or the laws of descent and
distribution  and  each  Option  shall be  exercisable,  during  the  Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution,  attachment,  or similar process except
with the express consent of the Committee.

              (f) Death of  Optionee.  In the event of the death of an  optionee
while in the employ of the Company,  the option theretofore granted to him shall
be exercisable only within the three months  succeeding such death and then only

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(i) by the  person or  persons to whom the  optionee's  rights  under the option
shall pass by the  optionee's  will or by the laws of descent and  distribution,
and (ii) if and to the extent that he was entitled to exercise the option at the
date of his death.

         7. Assumed Options. In connection with any transaction to which Section
424(a) of the Code is  applicable,  options  may be granted  pursuant  hereto in
substitution  of  existing  options  or  existing  options  may  be  assumed  as
prescribed   by  that   Section   and   any   regulations   issued   thereunder.
Notwithstanding anything to the contrary contained in this Plan, options granted
pursuant  to this  Paragraph  shall be at prices and shall  contain  such terms,
provisions,  and  conditions  as may be  determined  by the  Committee and shall
include  such  provisions  and  conditions  as  may be  necessary  to  meet  the
requirements of Section 424(a) of the Code.

         8. Certain Dispositions of Shares. Any options granted pursuant to this
Plan shall be  conditioned  such that if, within the earlier of (i) the two-year
period  beginning on the date of grant of an option or (ii) the one-year  period
beginning  on the date  after  which  any  share of stock is  transferred  to an
individual  pursuant to his exercise of an option,  such an  individual  makes a
disposition of such share of stock by way of sale,  exchange,  gift, transfer of
legal  title,  or  otherwise,   such  individual   shall  promptly  report  such
disposition  to the  Company in writing and shall  furnish to the  Company  such
details concerning such disposition as the Company may reasonably request.

         9.  Reclassification,  Consolidation,  or Merger.  If and to the extent
that the number of issued  shares of Common  Stock of the  Corporation  shall be
increased  or  reduced  by change  in par  value,  split  up,  reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject  to Option  and the  Option  price per  share  shall be  proportionately
adjusted by the  Committee,  whose  determination  shall be  conclusive.  If the
Corporation is reorganized or consolidated  or merged with another  corporation,
an Optionee  granted an Option  hereunder  shall be entitled to receive  Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions.  The new
Option  or  assumption  of the old  Option  shall not give  Optionee  additional
benefits which he did not have under the old Option,  or deprive him of benefits
which he had under the old Option.

         10.  Restrictions on Issuing Shares.  The exercise of each Option shall
be subject to the condition  that if at any time the Company shall  determine in
its discretion that the  satisfaction  of withholding  tax or other  withholding
liabilities, or that the listing,  registration,  or qualification of any shares
otherwise  deliverable upon such exercise upon any securities  exchange or under
any state or federal  law, or that the  consent or  approval  of any  regulatory
body, is necessary or desirable as a condition of, or in connection  with,  such
exercise or the delivery or purchase of shares  purchased  thereto,  then in any
such event,  such  exercise  shall not be  effective  unless  such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

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         Unless  the shares of stock  covered  by the Plan have been  registered
with the  Securities  and  Exchange  Commission  pursuant  to  Section  5 of the
Securities Act of l933, each optionee  shall, by accepting an option,  represent
and agree,  for himself and his  transferees  by will or the laws of descent and
distribution, that all shares of stock purchased upon the exercise of the option
will be acquired for  investment and not for resale or  distribution.  Upon such
exercise of any portion of an option,  the person  entitled to exercise the same
shall, upon request of the Company, furnish evidence satisfactory to the Company
(including a written and signed representation) to the effect that the shares of
stock are being  acquired  in good  faith for  investment  and not for resale or
distribution.  Furthermore,  the Company may, if it deems  appropriate,  affix a
legend to certificates  representing  shares of stock purchased upon exercise of
options indicating that such shares have not been registered with the Securities
and Exchange Commission and may so notify its transfer agent. Such shares may be
disposed of by an optionee in the  following  manner  only:  (l)  pursuant to an
effective  registration  statement covering such resale or reoffer, (2) pursuant
to an applicable  exemption from  registration as indicated in a written opinion
of counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements of Rule l44 of the Securities and Exchange Commission. If shares of
stock covered by the Plan have been  registered with the Securities and Exchange
Commission,  no such  restrictions on resale shall apply,  except in the case of
optionees who are directors, officers, or principal shareholders of the Company.
Such persons may dispose of shares only by one of the three aforesaid methods.

         11. Use of Proceeds. The proceeds received by the Company from the sale
of Common Stock pursuant to the exercise of Options granted under the Plan shall
be added to the Company's general funds and used for general corporate purposes.

         l2.  Amendment,  Suspension,  and  Termination  of Plan.  The  Board of
Directors may alter,  suspend, or discontinue the Plan, but may not, without the
approval of a majority of those holders of the Company's  Common Stock voting in
person  or by proxy  at any  meeting  of the  Company's  shareholders,  make any
alteration or amendment  thereof which operates to (a) make any material  change
in the class of eligible  employees as defined in Section 5, (b) extend the term
of the Plan or the maximum option periods  provided in paragraph 6, (c) decrease
the  minimum  option  price  provided  in  paragraph  6,  except as  provided in
paragraph  9, or (d)  materially  increase  the  benefits  accruing to employees
participating under this Plan.

         Unless the Plan shall  theretofore  have been  terminated by the Board,
the Plan shall  terminate  ten years after the  effective  date of the Plan.  No
Option may be granted  during any  suspension  or after the  termination  of the
Plan. No amendment,  suspension,  or termination  of the Plan shall,  without an
Optionee's  consent,  alter or impair any of the rights or obligations under any
Option theretofore granted to such Optionee under the Plan.

         13. Limitations.  Every right of action by any person receiving options
pursuant to this Plan against any past,  present or future  member of the Board,
or any officer or employee of the Company  arising out of or in connection  with

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this Plan shall,  irrespective of the place where such action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

         14.  Governing Law. The Plan shall be governed by the laws of the State
of Colorado.

     l5.  Expenses of  Administration.  All costs and  expenses  incurred in the
operation and administration of this Plan shall be borne by the Company.