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                                                                    EXHIBIT 10.1


                         ACCESS RADIOLOGY CORPORATION

                                1994 STOCK PLAN
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     1.   Purpose. The purpose of the ACCESS Radiology Corporation 1994 Stock
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Plan (the "Plan") is to encourage superior performance by key employees of
ACCESS Radiology Corporation (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 participate in the ownership of the Company and its
future growth through (a) the grant of options which qualify as "incentive stock
options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code"); (b) the grant of options which do not qualify as ISOs
("Non-Qualified Options"); (c) awards of stock in the Company ("Awards"); and
(d) opportunities to make direct purchases of stock in the Company
("Purchases"). Both ISOs and Non-Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options." Options, Awards and
authorizations to make Purchases are referred to hereafter collectively as
"Stock Rights." 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.
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          A.   Board or Committee Administration. The Plan shall be administered
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     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 (the "Exchange Act") or any successor
     provision ("Rule 16b-3"), 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 the ratification of the grant or
     authorization of each Stock Right 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 and
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     Awards and to make Purchases) Non-Qualified Options, Awards and
     authorizations to make Purchases may be granted; (ii) determine the time or
     times at which Options or Awards shall be granted or Purchases made; (iii)
     determine the purchase price of shares subject to each Option or Purchase,
     which prices 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, the conditions (if any)
     under which such exercisability may be accelerated, 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, Awards and
     Purchases 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 any Stock Right 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 Stock Right granted under it.

          B.   Committee Actions. The Committee may select one of its members as
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     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
     of 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 all the
     members of the Committee (if consistent with applicable state law); shall
     be 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 Stock Rights to Board Members. Subject to the provisions
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     of the first sentence of paragraph 2(A) above, if applicable, Stock Rights
     may be granted to members of the Board. All grants of Stock

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     Rights 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 Stock Rights pursuant to the Plan or (ii) have been granted Stock
     Rights may vote on any matters affecting the administration of the Plan or
     the grant of any Stock Rights pursuant to the Plan, except that no such
     member shall act upon the granting to himself or herself of Stock Rights,
     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 Stock Rights.

     3.   Eligible Employees and Others. ISOs may be granted only to employees
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of the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation, or any member of the Company's Medical and Technical
Advisory Board. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right 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 Stock Rights.

     4.   Stock. The stock subject to Stock Rights shall be authorized but
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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 4,950,000, subject to adjustment as provided in paragraph 13. If any Stock
Right 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 of Common
Stock subject to such Stock Right shall again be available for grants of Stock
Rights under the Plan. Shares of Common Stock underlying Stock Rights granted in
assumption of, or in substitution for, outstanding options or other rights
previously granted by a company acquired by the Company or with which the
Company combines shall not, except in the case of shares with respect to which
Stock Rights are granted to employees who are officers or directors of the
Company for purposes of Section 16 of the Exchange Act, be counted against
shares of Common Stock available for the grant of Stock Rights under the Plan.

     5.   Granting of Stock Rights. Stock Rights may be
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granted under the Plan at any time on or after August 11, 1994 and prior to
August 10, 2004. The date of grant of a Stock Right under the Plan will be the
date specified by the Committee at the time it grants the Stock Right; 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.
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          A.   Price for Non-Qualified Options, Awards and Purchases. The
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     exercise price per share specified in the agreement relating to each Non-
     Qualified Option granted, and the purchase price per share of stock granted
     in any Award or authorized as a Purchase 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
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     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
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     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
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     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

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     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 mean 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.

     7.   Option Duration. Subject to earlier termination as provided in
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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 of paragraphs 9 through
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 12, each Option granted under the Plan shall be exercisable as follows:

          A.   Vesting. Each Option shall be exercisable at such times and
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     subject to such terms and conditions as the Committee may, in its sole
     discretion, specify in the agreement granting each Option or otherwise. The
     Committee may impose such conditions with respect to the exercise of
     Options, including without limitation any relating to the application of
     federal or state securities laws, as it may deem necessary or advisable.

          B.   Acceleration of Vesting. The Committee shall have the right to
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     accelerate the date that 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

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     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. If an ISO optionee ceases to be employed by
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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 on the
earlier of (a) ninety (90) days after the date of termination of his or her
employment, or (b) 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 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 grantee of any Stock Right 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.
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          A.   Death. If an ISO optionee ceases to be employed by the Company
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     and all Related Corporations by reason of his or her death, any ISO owned
     by such optionee may be exercised, to the extent otherwise exercisable on
     the date of death, by the estate, personal representative or beneficiary
     who has acquired the ISO by will or by the laws of descent and
     distribution, until the earlier of (i) the specified expiration date of the
     ISO or (ii) 180 days from the date of the optionee's death.

          B.   Disability. If an ISO optionee ceases to be employed by the
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     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

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     date of termination of employment, for the number of shares for which he or
     she could have exercised it on that date, until the earlier of (i) the
     specified expiration date of the ISO or (ii) 180 days from the date of the
     termination of the optionee's employment. 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 Stock Right shall be assignable or transferable by
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the grantee except by will, by the laws of descent and distribution or, in the
case of Non-Qualified Options only, pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. The designation of a beneficiary by a
grantee does not constitute a transfer. Except as set forth in the previous
sentence, during the lifetime of a grantee each Stock Right shall be exercisable
only by such grantee.

     12.  Terms and Conditions of Options. Options shall be evidenced by
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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. In the event that the Committee determines that any
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dividend or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event
affects the Common Stock such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust

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any or all of (i) the number of shares of Common Stock or other securities of
the Company (or number and kind of other securities or property) with respect to
which Stock Rights may be granted, (ii) the number of shares of Common Stock or
other securities of the Company (or number and kind of other securities or
property) subject to outstanding Stock Rights, and (iii) the grant or exercise
price with respect to any Stock Rights or, if deemed appropriate, make provision
for a cash payment to the holder of an outstanding Stock Right; provided, in
each case, that with respect to ISOs no such adjustment shall be authorized to
the extent that such authority would cause the Plan to violate Section 422(b)(1)
of the Code, as from time to time amended.

     14.  Means of Exercising Options. An Option (or any part or installment
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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 (provided that any such shares
of stock acquired through exercise of options or otherwise as compensation from
the Company shall have been held for at least six months), (c) at the discretion
of the Committee, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually 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 the exercise,
or (e) at the discretion of the Committee, by any combination of (a), (b), (c)
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
such 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
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August 11, 1994, subject, with respect to the validation of ISOs granted under
the Plan, to the 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 August 11, 1995, 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 August 10, 2004 (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 materially 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 a grantee, without
such grantee's consent, under any Option previously granted to such grantee.

     16.  Conversion of ISOs into Non-Qualified Options. The Committee, at
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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 any portion 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

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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
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sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

     18.  Notice to Company of Disqualifying Disposition. By accepting an ISO
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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
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Non-Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, 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 an 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, (ii) the grant of any Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value, or
(iv) the vesting or transferability of restricted stock or securities acquired
by exercising an Option, on the grantee's making satisfactory arrangement for
such withholding. Such arrangement may include payment by the grantee in cash or
by check of the amount of the withholding taxes or, to the extent (if any) of
minimum legal withholding requirements and at the discretion of the Committee,
by the grantee's delivery of previously held shares of Common Stock (provided
that any such shares of stock acquired through exercise of options or otherwise
as compensation from the Company shall have been held for at least six months)
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of an 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.

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     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 grantees of Options 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 other jurisdiction in which the Company or its successors in
interest may be organized.

     22.  Cancellation. Any provisions of this Plan or any Stock Right to the
          ------------
contrary notwithstanding, the Committee may cause any Stock Right granted
hereunder to be cancelled in consideration of a cash payment or alternative
Stock Right granted to the holder of such cancelled Stock Right equal in value
to the fair market value of such cancelled Stock Right.

     23.  No Rights to Awards. No employee or other person eligible to receive
          -------------------
Stock Rights shall have any claim to be granted any Stock Rights, and there is
no obligation for uniformity of treatment of persons eligible to receive Stock
Rights or holders or beneficiaries of Stock Rights. The terms and conditions of
Stock Rights need not be the same with respect to each recipient.

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