Exhibit 10.5

                          ZYNEX MEDICAL HOLDINGS, INC.

                             2005 STOCK OPTION PLAN

1.   PURPOSE

     The purpose of the Zynex Medical Holdings, Inc. 2005 Stock Option Plan (the
     "Plan") is to provide participants with an increased economic and
     proprietary interest in the Company and its subsidiaries in order to
     encourage those Participants to contribute to the success and progress of
     the Company and its subsidiaries.

2.   DEFINITIONS

     (a)  "Administrator" means the Administrator of the Plan in accordance with
          Section 11.

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

     (c)  "Common Stock" means the Company's common stock, par value $.001,
          subject to adjustment as provided in Section 8.

     (d)  "Company" means Zynex Medical Holdings, Inc., a Nevada corporation,
          and subsidiaries.

     (e)  "Options" shall mean the stock options granted pursuant to the plan.

     (f)  "Participants" shall mean those officers, directors, independent
          contractors, consultants, employees and prospective employees of the
          Company and its subsidiaries to whom Options have been granted from
          time to time by the Administrator and any authorized transferee of
          such officer's, directors, independent contractors, consultants and
          employees.

     (g)  "Plan" means the Zynex Medical Holdings, Inc. 2005 Stock Option Plan.

     (h)  "Retirement" shall have the meaning specified by the Administrator in
          the terms of an option grant or, in the absence of any such term,
          shall mean retirement from active employment with the Company (i) at
          or after age 55 with the approval of the Administrator or (ii) at or
          after age 65. The determination of the Administrator as to an
          individual's Retirement shall be conclusive on all parties.

     (i)  "Total and Permanent Disablement" shall have the meaning specified by
          the Administrator in the terms of an option grant or, in the absence
          of any such term, shall mean a physical condition arising from an
          injury or illness which renders an individual incapable of performing
          work. The determination of the Administrator as to an individual's
          Disablement shall be conclusive on all of the parties.

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     (j)  "ISO" means an option to purchase common stock which at the time the
          Option is granted under the Plan qualifies as an incentive stock
          option within the meaning of Internal Revenue code Section 422.

     (k)  "NSO" means a nonstatutory stock option to purchase common stock which
          at the time the Option is granted under the Plan does not qualify as
          an ISO.

3.   PARTICIPANTS

     Options may only be granted to officers, directors, independent
     contractors, consultants, employees and prospective employees of the
     Company and its subsidiaries as selected by the Board of Directors.

4.   EFFECTIVE DATE AND TERMINATION OF PLAN

     The Plan was adopted by the Board of Directors of the Company on January 3,
     2005 and shall become effective upon approval by the Company's
     shareholders. The Plan shall remain available for the grant of Options
     until December 31, 2014. Notwithstanding the foregoing, the Plan may be
     terminated at such earlier time as the Board of Directors may determine.
     Termination of the Plan will not affect the rights and obligations of the
     Participants and the Company arising under Options theretofore granted and
     then in affect.

5.   SHARES SUBJECT TO THE PLAN AND TO OPTIONS

     The stock subject to Options authorized to be granted under the Plan shall
     consist of three million (3,000,000) shares of the company's common stock,
     or the number and kind of shares of stock or other securities which shall
     be substituted or adjusted for such shares as provided in Section 8. The
     shares to be delivered upon exercise of Options granted under the Plan
     shall be made available, at the discretion of the Board of Directors, from
     the authorized unissued shares or treasury shares of common stock.

6.   GRANT, TERMS AND CONDITIONS OF OPTIONS

     Options may be granted at any time and from time to time prior to the
     termination of the Plan. No Participant shall have any rights as a
     stockholder with respect to any shares of stock subject to Options
     hereunder until said shares have been issued. Each Option shall be
     evidenced by a written stock option agreement and/or such other written
     arrangements as may be approved from time to time by the Administrator.
     Options granted pursuant to the Plan need not be identical but each Option
     must contain and be subject to the following terms and conditions:

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     (a)  Price: The purchase price under each Option shall be established by
          the Administrator. In no event will the option price be less than the
          fair market value of the stock on the date of grant unless such
          Options are granted in substitution of options granted by a new
          employee's previous employer or the optionee pays or foregoes
          compensation in the amount of any discount. The price may be paid in
          cash or any alternative means acceptable to the Administrator,
          including an irrevocable commitment by a broker to pay over such
          amount from a sale of the shares issuable under an Option and the
          acceptance of a promissory note secured by the number of shares of
          Common Stock then issuable upon exercise of the Options.

     (b)  $100,000 ISO Limitation: The aggregate fair value (determined as of
          the date the Option is granted) of the common stock for which ISOs
          shall first become exercisable by an Optionee in any calendar year
          under all ISO plans of the Company shall not exceed $100,000. Options
          is excess of this limitation shall constitute NSOs.

     (c)  Duration and Exercise or Termination of Option: Unless the
          Administrator provides otherwise, each Option granted must expire
          within a period not more that ten (10) years from the date of grant.

     (d)  Suspension or Termination of Option: Except as otherwise provided by
          the Administrator, if at any time (including after a notice of
          exercise has been delivered) the Chief Executive Officer or any other
          person designated by the Administrator (each such person, an
          "Authorized Officer") reasonably believes that a participant has
          committed as act of misconduct as described in this Section, the
          Authorized Officer may suspend the Participant's rights to exercise
          any Option pending a determination of whether an act of misconduct has
          been committed.

          Except as otherwise provided by the Administrator, if the
          Administrator or an Authorized Officer determines a Participant has
          committed an act of embezzlement, fraud, dishonesty, nonpayment of any
          obligation owed to the Company, breach of fiduciary duty or deliberate
          violation of the Company rules resulting in loss, damage or injury to
          the Company, or if a Participant makes an unauthorized disclosure of
          any Company trade secret or confidential information, engages in any
          conduct constituting unfair competition, induces any Company customer
          to breach a contract with the Company or induces any principal for
          whom the Company acts as agent to terminate any such agency
          relationship, neither the Participant nor his or her estate nor
          transferee shall be entitled to exercise any Option whatsoever. In
          making such determination, the Administrator or an Authorized Officer
          shall act fairly and shall give the Participant an opportunity to
          appeal and present evidence on his or her behalf at a hearing before
          the Administrator or the Board of Directors. For any Participant who

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          is an "executive officer" for purposes of Section 16 of the Securities
          and Exchange Act of 1934, the determination of the Authorized Officer
          shall be subject to the approval of the Administrator.

     (e)  Termination of Employment: Subject to Section 6 (b), unless the
          Administrator specifies otherwise, upon termination of the
          Participant's employment, his or her rights to exercise an Option then
          held shall be only as follows:

          (1)  Death. Upon the death of a participant while in the employ of the
               Company, all of the Participant's Options then held shall be
               exercisable by his or her estate, heir or beneficiary at any time
               during the twelve (12) months next succeeding the date of death.
               Any and all Options that are unexercised during the twelve (12)
               months next succeeding the date of death shall terminate as of
               the end of such twelve (12) month period.

          (2)  Total and Permanent Disability. Upon termination as a result of
               the Total and Permanent Disability of any Participant, all of the
               Participant's Options then held shall be exercisable for a period
               of twelve (12) months after termination. Any and all Options that
               are unexercised during the twelve (12) months succeeding the date
               of termination shall terminate as of the end of such twelve (12)
               month period.

          (3)  Retirement. Upon Retirement of a Participant, the Participant's
               Options then held shall be exercisable for a period of twelve
               (12) months after Retirement. The number of shares with respect
               to which the Options shall be exercisable shall equal the total
               number of shares which were exercisable under the Participant's
               Option on the date of his or her retirement. Any and all Options
               that are unexercised during the twelve (12) months succeeding the
               date of termination shall terminate as of the end of such twelve
               (12) month period.

          (4)  Other Reasons. Upon the date of termination of a Participant's
               employment for any reason other that those stated in Sections 6
               (d) (1), (d) (2), and (d) (3) or as described in Section 6 (c)
               above, (A) any Option that is unexercisable as of such
               termination date shall remain unexercisable and shall terminate
               as of such date. And (B) any Option that is exercisable as of
               such termination date shall expire the earlier of (i) thirty (30)
               days following such date or (ii) the expiration date of the
               option.

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     (f)  Transferability of Option: Unless the Administrator specifies
          otherwise, each Option shall be nontransferable by the Participant
          other that by will or the laws of descent and distribution.

     (g)  Cancellation: The Administrator may, at any time prior to exercise and
          subject to consent of the Participant, cancel any option previously
          granted and may or may not substitute in their place Options at a
          different price and different type under different terms or in
          different amounts.

     (h)  Conditions and Restrictions Upon Securities Subject to Options:

          The Administrator may provide that the shares of Common Stock issued
          upon exercise of an Option shall be subject to further conditions or
          agreements as the Administrator in his or her discretion may specify
          prior to the exercise of such Option, including without limitation,
          conditions on vesting and transferability, forfeiture or repurchase
          provisions and method of payment for the shares issued upon exercise
          (including the actual or constructive surrender of Common Stock
          already owned by the Participant).


     (i)  Other Terms and Conditions: Options may also contain such other
          provisions, which shall not be inconsistent with any of the foregoing
          terms, as the Administrator shall deem appropriate. No Option,
          however, nor anything contained in the Plan shall confer upon any
          Participant any right to continue in the Company's employ or service
          nor limit in any way the Company's right to terminate his or her
          employment at any time.

7.   LOANS

     The Company may make loans, at the request of the Participant and in the
     sole discretion of the Administrator, for the purpose of enabling the
     Participant to exercise Options granted under the Plan and to pay the tax
     liability resulting from an Option exercised under the Plan. The
     Administrator shall have full authority to determine the terms and
     conditions of such loans. Such loans may be secured by the shares received
     upon exercise of such Option.

8.   ADJUSTMENT OF AND CHANGES IN THE STOCK

     In the event that the number of shares of Common Stock of the Company shall
     be increased or decreased through recapitalization, reclassification,
     combination of shares, stock splits, reverse stock splits, spin-offs, or
     the payment of a stock dividend, (other than regular, quarterly cash
     dividends) or otherwise, then each share of Common Stock of the Company
     which has been authorized for issuance under the Plan, whether such share
     is then currently subject to or may become subject to an Option under the

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     Plan, may be proportionately adjusted to reflect such increase or decrease,
     unless the terms of the transaction provide otherwise. Outstanding Options
     may also be amended as to price and other terms if necessary to reflect the
     foregoing events.

     In the event there shall be any other change in the number or kind of
     outstanding shares of Common Stock of the Company, or any stock or other
     securities into which such Common Stock shall have been changed, or for
     which it shall have been exchanged, whether by reason of merger,
     consolidation or otherwise, the Administrator shall, in his sole
     discretion, determine the appropriate adjustment, if any, to be effected.
     In addition, in the event of such change described in this paragraph, the
     Administrator may accelerate the time or times at which any Option may be
     exercised within a time prescribed by the Administrator in his sole
     discretion.

     No right to purchase fractional shares shall result from any adjustment in
     Options pursuant to this Section 8. In case of any adjustment, the shares
     subject to the Option shall be rounded down to the nearest whole share.
     Notice of any adjustment shall be given by the Company to each Participant
     which shall have been so adjusted and such adjustment (whether or not
     notice is given) shall be effective and binding for all purposes of the
     Plan.

9.   REGISTRATION OF STOCK

     In the event the Board of Directors or the Administrator determines in his
     sole discretion that the registration of the plan shares under any
     applicable law or governmental regulation is necessary as a condition to
     the issuance of such shares under the Option, the Option may not be
     exercised in whole or in part unless such consent or approval has been
     unconditionally obtained.

10.  WITHHOLDING

     To the extent required by applicable federal, state and local or foreign
     law, a Participant shall make arrangements satisfactory to the Company for
     the satisfaction of any withholding tax obligations that arise by reason of
     an exercise. The Company shall not be required to issue shares or to
     recognize the disposition of such shares until such obligations are
     satisfied. The Administrator may permit these obligations to be satisfied
     by having the Company withhold a potion of the shares of stock that
     otherwise would be issued to him or her upon exercise of the Option, or to
     the extent permitted, by tendering shares previously acquired, provided
     that such will not result in an accounting charge to the Company.

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11.  ADMINISTRATION AND AMENDMENT OF THE PLAN

     The Plan shall be administered by the Administrator who shall be the
     Company's President and Chief Executive Officer. Subject to the express
     provisions of this Plan, the Administrator shall be authorized and
     empowered to do all things necessary or desirable in connection with the
     administration of the Plan, including, without limitation: (a) to
     prescribe, amend and rescind rules and regulations relating to the Plan and
     to define terms not otherwise defined herein; (b) to determine which
     persons are Participants (as defined in Section 3 hereof) and to which of
     such Participants, if any, an Option shall be granted hereunder and the
     timing of any such Option grants; (c) to determine the number of shares of
     Common Stock subject to an Option and the exercise or purchase price of
     such shares; (d) to establish and verify the extent of satisfaction of any
     conditions to exercisability applicable to an Option; (e) to waive
     conditions to and/or accelerate exercisability of an Option, either
     automatically upon the occurrence of specified events (including in
     connection with a change of control of the Company) or otherwise in his
     discretion; (f) to prescribe and amend the terms of Option grants made
     under the Plan (which need not be identical); (g) to determine whether, and
     the extent to which, adjustments are required pursuant to Section 8 hereof;
     and (h) to interpret and construe this Plan, any rules and regulations
     under the Plan and the terms and conditions of any Option granted
     hereunder, and to make exceptions to any such provisions in good faith and
     for the benefit of the Company.

     All decisions, determinations and interpretations by the Administrator
     regarding the Plan, any rules and regulations under the Plan and the terms
     and conditions of any Option granted hereunder, shall be final and binding
     on all Participants and optionholders. The Administrator shall consider
     such factors as he deems relevant, in his sole and absolute discretion, to
     making such decisions, determinations and interpretations including,
     without limitation, the recommendations or advice of any officer or other
     employee of the Company and such attorneys, consultants and accountants as
     the Administrator may select.

     The Administrator may, from time to time, delegate some of the
     responsibilities with respect to the administration of the Plan to such
     persons as he may designate in his sole discretion but may not delegate
     authority to grant options to a person who is not a member of the Board of
     Directors.

     The interpretation and construction of any provision of the Plan by the
     Board of Directors shall be final and conclusive. The Board of Directors
     may periodically adopt rules and regulations for carrying out the Plan, and
     amend the Plan as desired, without further action by the Company's
     stockholders except to the extent required by applicable law. Any amendment
     to the Plan will not affect the rights and obligations of the Participants
     and the Company arising under Options theretofore granted and then in
     effect. Notwithstanding the foregoing, and subject to adjustment pursuant
     to Section 8, the Plan may not be amended to increase the number of shares
     of Common Stock authorized for issuance, unless approved by the Company's
     stockholders.

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12.  TIME OF GRANTING OPTIONS

     The effective date of such Option shall be the date on which the grant was
     made. Within a reasonable time thereafter, the Company will deliver the
     Option to the Participant.

12.  GOVERNING LAW; SEVERABILITY

     The Plan shall be governed by the laws of the State of Nevada. The
     invalidity or unenforceability of any provision of the Plan or any Option
     granted pursuant to the Plan shall not affect the validity and
     enforceability of the remaining provisions of the Plan and the Options
     granted hereunder, and such invalid or unenforceable provision shall be
     stricken to the extent necessary to preserve the validity and
     enforceability of the Plan and the options granted hereunder.

     Dated this 3rd day of January 2005.

                                                     By:  /s/ Thomas Sandgaard
                                                          ----------------------
                                                          Thomas Sandgaard
                                                          President and Chief
                                                          Executive Officer

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