<PAGE>
 
                                                                  EXHIBIT 10(ff)

                       1997 RECRUITMENT STOCK OPTION PLAN
                               OF MEDCROSS, INC.

                                   ARTICLE I
                                   ---------
                           ESTABLISHMENT AND PURPOSE
                           -------------------------

  Section 1.1  Medcross, Inc. (the "Company"), a Florida corporation, hereby
establishes a stock option plan to be named the 1997 Recruitment Stock Option
Plan (the "1997 Plan").

  Section 1.2  The purpose of this 1997 Plan is to induce persons who are
officers, directors, employees and consultants of the Company or any of its
subsidiaries who are in a position to contribute materially to the Company's
prosperity to remain with the Company, to offer said persons incentives and
rewards in recognition of their contributions to the Company's progress, and to
encourage said persons to continue to promote the best interests of the Company.
This 1997 Plan provides for the grant of options to purchase shares of common
stock of the Company, par value $.007 per share (the "Common Stock") which
qualify as incentive stock options ("Incentive Options") under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), to persons who are
employees, as well as options which do not so qualify ("Non-Qualified Options")
to be issued to persons or consultants, including those who are not employees.
This 1997 Plan also provides for grants of stock appreciation rights ("SARs") in
connection with the grant of options under this 1997 Plan. Incentive Options and
Non-Qualified Options may be collectively referred to hereinafter as the
"Options" as the context may require.

  Section 1.3  All options and other rights previously granted by the Company
under any other plan previously adopted by the Company shall continue to be
governed by such plan. All Options granted hereunder on or after the date that
this 1997 Plan has been approved and adopted by the Company's board of directors
(the "Board of Directors") shall be governed by the terms and conditions of this
1997 Plan unless the terms of such Option specifically indicate that it is not
to be so governed.

                                  ARTICLE II
                                  ----------
                                ADMINISTRATION
                                --------------

  Section 2.1  All determinations under this 1997 Plan concerning the selection
of persons eligible to receive awards under this 1997 Plan and with respect to
the timing, pricing and amount of an award under this 1997 Plan shall be made by
the administrator (the "Administrator") of this 1997 Plan. The Administrator
shall be either: (a) the Board of Directors or (b) in the discretion of the
Board of Directors by a committee (the "Committee") of the Board of Directors of
two or more members of the Board of Directors, each of whom is a "Non-Employee
Director" as such term is defined by Rule 16b-3 (as such rule may be amended
from time to time, "Rule 16b-3") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). In such case, a majority of the total number of
members of the Committee shall be necessary to constitute a quorum; and (i) the
affirmative act of a majority of the members present at any meeting at which a
quorum is present, or (ii) the approval in writing by a majority of the members
of the Committee shall be necessary to constitute action by the Committee.

  With respect to persons subject to Section 16 of the Exchange Act,
transactions under this 1997 Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.  To 
<PAGE>
 
the extent that any provision of this 1997 Plan or action by the Administrator
fails to so comply, it shall be deemed to be null and void, to the extent
permitted by law and deemed advisable by the Administrator.

  Section 2.2  The provisions of this 1997 Plan relating to Incentive Options
are intended to comply in every respect with Section 422 of the Code ("Section
422") and the regulations promulgated thereunder. In the event that any future
statute or regulation shall modify Section 422, this 1997 Plan shall be deemed
to incorporate by reference such modification. Any stock option agreement
relating to the grant of any Incentive Option pursuant to this 1997 Plan, which
option is outstanding and unexercised at the time that any modifying statute or
regulation becomes effective, shall also be deemed to incorporate by reference
such modification, and no notice of such modification need be given to the
Optionee (as hereinafter defined). Any stock option agreement relating to an
Incentive Option shall provide that the Optionee (as hereinafter defined) hold
the stock received upon exercise of such Incentive Option for a minimum of two
years from the date of grant of the Incentive Option and one year from the date
of exercise of such Incentive Option, absent the written approval, consent or
waiver of the Administrator.

  Section 2.3  If any provision of this 1997 Plan is determined to disqualify
the shares of Common Stock purchasable upon exercise of an Incentive Option
granted under this 1997 Plan from the special tax treatment provided by Section
422, such provision shall be deemed to incorporate by reference the modification
required to qualify such shares of Common Stock for said tax treatment.

  Section 2.4  The Company shall grant Options under this 1997 Plan in
accordance with determinations made by the Administrator pursuant to the
provisions of this 1997 Plan. All Options granted pursuant to this 1997 Plan
shall be clearly identified as Incentive Options or Non-Qualified Options. The
Administrator may from time to time adopt (and thereafter amend or rescind) such
rules and regulations for carrying out this 1997 Plan and take such action in
the administration of this 1997 Plan, not inconsistent with the provisions
hereof, as it shall deem proper. The Board of Directors or, subject to the
supervision of the Board of Directors, the Committee, as the Administrator,
shall have plenary discretion, subject to the express provisions of this 1997
Plan, to determine which officers, directors, employees and consultants shall be
granted Options, the number of shares subject to each Option, the time or times
when an Option may be exercised (whether in whole or in installments), whether
Rights under Section 7.6 hereof shall be granted, the terms and provisions of
the respective option agreements (which need not be identical), including such
terms and provisions which may be amended from time to time as shall be
required, in the judgment of the Administrator, to conform to any change in any
law or regulation applicable hereto, and to make all other determinations deemed
necessary or advisable for the administration of this 1997 Plan. The
interpretation and construction of any provision of this 1997 Plan by the
Administrator (unless otherwise determined by the Board of Directors) shall be
final, conclusive and binding upon all persons.

  Section 2.5  No member of the Administrator shall be liable for any action or
determination made in good faith with respect to administration of this 1997
Plan or the Options granted hereunder.  A member of the Administrator shall be
indemnified by the Company, pursuant to the Company's bylaws, for any expenses,
judgments or other costs incurred as a result of a lawsuit filed against such
member claiming any rights or remedies arising out of such member's
participation in the administration of this 1997 Plan.

                                       2
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                                  ARTICLE III
                                  -----------
                     TOTAL NUMBER OF SHARES TO BE OPTIONED
                     -------------------------------------

  Section 3.1  There shall be reserved for issuance or transfer upon exercise of
Options to be granted from time to time under this 1997 Plan an aggregate of
4,400,000 shares of Common Stock of the Company (subject to adjustment as
provided in Article VIII hereof).  The shares issued upon exercise of any
Options granted under this 1997 Plan may be shares of Common Stock previously
issued and reacquired by the Company at any time or authorized but unissued
shares of Common Stock, as the Board of Directors from time to time may
determine.

  Section 3.2  In the event that any Options outstanding under this 1997 Plan
for any reason expire or are terminated without having been exercised in full or
shares of Common Stock subject to Options are surrendered in whole or in part
pursuant to Rights granted under Section 7.6 hereof (except to the extent that
shares of Common Stock are issued as payment to the holder of the Option upon
such surrender) the unpurchased shares of Common Stock subject to such Option
and any such surrendered shares of Common Stock may again be available for
transfer under this 1997 Plan.

  Section 3.3  No Options shall be granted pursuant to this 1997 Plan to any
Optionee after the tenth anniversary of the date that this 1997 Plan is adopted
by the Board of Directors.

                                  ARTICLE IV
                                  ----------
                                  ELIGIBILITY
                                  -----------

  Section 4.1  Non-Qualified Options may be granted pursuant to this 1997 Plan
to officers, directors, employees and consultants of the Company (or any of its
subsidiaries) selected by the Administrator, and Incentive Options may be
granted pursuant to this 1997 Plan only to employees (including officers and
directors who are also employees) of the Company (or any of its subsidiaries)
selected by the Administrator. Persons granted Options pursuant to this 1997
Plan are referred to herein as "Optionees." For purposes of determining who is
an employee with respect to eligibility for Incentive Options, Section 422 shall
govern. The Administrator may determine (in its sole discretion) that any person
who would otherwise be eligible to be granted Options shall, nonetheless, be
ineligible to receive any award under this 1997 Plan.

  Section 4.2  The Administrator will (in its discretion) determine the persons
to be granted Options, the time or times at which Options shall be granted, the
number of shares of Common Stock subject to each Option, the terms of a vesting
or forfeiture schedule, if any, the type of Option issued, the period during
which such Options may be exercised, the manner in which Options may be
exercised and all other terms and conditions of the Options; provided, however,
                                                             --------  ------- 
no Option will be granted which has terms or conditions inconsistent with those
stated in Articles V and VI hereof.  Relevant factors in making such
determinations may include the value of the services rendered by the respective
Optionee, his or her present and potential contributions to the Company, and
such other factors which are deemed relevant in accomplishing the purpose of
this 1997 Plan.

                                   ARTICLE V
                                   ---------
                        TERMS AND CONDITIONS OF OPTIONS
                        -------------------------------

  Section 5.1  Each Option granted under this 1997 Plan shall be evidenced by a
stock option certificate and agreement (the "Stock Option Certificate and
Agreement") in a form consistent with this 1997 Plan, provided that the
following terms and conditions shall apply:

                                       3
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     (a) The price at which each share of Common Stock covered by an Option may
be purchased shall be set forth in the Stock Option Certificate and Agreement
and shall be determined by the Administrator, provided that the option price for
any Incentive Option shall not be less than the "fair market value" of the
shares of Common Stock at the time of grant determined in accordance with
Section 5.1(b) below. Notwithstanding the foregoing, if an Incentive Option to
purchase shares of Common Stock is granted pursuant to this 1997 Plan to an
Optionee who, on the date of the grant, directly or indirectly owns more than
ten percent (10%) of the voting power of all classes of capital stock of the
Company (or its parent or subsidiary), not including the shares of Common Stock
obtainable upon exercise of the Option, the minimum exercise price of such
Option shall be not less than one hundred ten percent (110%) of the "fair market
value" of the shares of Common Stock on the date of grant determined in
accordance with Section 5.1(b) below.

     (b) The "fair market value" shall be determined by the Administrator, which
determination shall be binding upon the Company and its officers, directors,
employees and consultants.  The determination of the fair market value shall be
based upon the following: (i) if the shares of Common Stock are not listed and
traded upon a recognized securities exchange and there is no report of stock
prices with respect to the shares of Common Stock published by a recognized
stock quotation service, on the basis of the recent purchases and sales of the
shares of Common Stock in arms-length transactions; or (ii) if the shares of
Common Stock are not then listed and traded upon a recognized securities
exchange or quoted on the NASDAQ Stock Market, and there are reports of stock
prices by a recognized quotation service, upon the basis of the last reported
sale or transaction price of such stock on the date of grant as reported by a
recognized quotation service, or, if there is no last reported sale or
transaction price on that day, then upon the basis of the mean of the last
reported closing bid and closing asked prices for such stock on that day or on
the date nearest preceding that day; or (iii) if the shares of Common Stock
shall then be listed and traded upon a recognized securities exchange or quoted
on the NASDAQ Stock Market, upon the basis of the last reported sale or
transaction price at which shares of Common Stock were traded on such recognized
securities exchange on the date of grant or, if the shares of Common Stock were
not traded on such date, upon the basis of the last reported sale or transaction
price on the date nearest preceding that date.  The Administrator shall also
consider such other factors relating to the fair market value of the shares of
Common Stock as it shall deem appropriate.

     (c) For the purpose of determining whether an Optionee owns more than ten
percent (10%) of the voting power of all classes of stock of the Company, an
Optionee is considered to own those shares which are owned directly or
indirectly through brothers and sisters (including half-blooded siblings),
spouse, ancestors and lineal descendants; and proportionately as a shareholder
of a corporation, a partner of a partnership, and/or a beneficiary of a trust or
an estate that owns shares of the Company.

     (d) Notwithstanding any other provision of this 1997 Plan, in accordance
with the provisions of Section 422(d) of the Code, to the extent that the
aggregate fair market value (determined at the time the Option is granted) of
the shares of Common Stock of the Company with respect to which Incentive
Options (without reference to this provision) are exercisable for the first time
by any individual in any calendar year under any and all stock option plans of
the Company, its subsidiary corporations and its parent (if any) exceeds
$100,000, such Options shall be treated as Non-Qualified Options.

     (e) An Optionee may, in the Administrator's discretion, be granted more
than one Incentive Option or Non-Qualified Option during the duration of this
1997 Plan, and may be issued a combination of Non-Qualified Options and
Incentive Options; provided, however, that non-employees are not eligible to
receive Incentive Options.

     (f) The duration of any Option and any Right related thereto shall be
within the sole discretion of the Administrator; provided, however, that any
Incentive Option granted to a ten percent (10%) or less stockholder 

                                       4
<PAGE>
 
or any Non-Qualified Option shall, by its terms, be exercised within ten years
after the date the Option is granted and any Incentive Option granted to a
greater than ten percent (10%) stockholder shall, by its terms, be exercised
within five years after the date the Option is granted.

     (g) An Option and any Right related thereto shall not be transferable by
the Optionee other than by will, or by the laws of descent and distribution. An
Option may be exercised during the Optionee's lifetime only by the Optionee.

     (h) The Administrator may impose such other or further conditions on any
transaction under the 1997 Plan, including without limitation, the grant or
award of any Option or the exercise or other disposition thereof, as it, in its
discretion, may deem necessary or advisable in order to exempt the transaction
from Section 16(b) of the Exchange Act, including without limitation thereto,
the approval or ratification of the transaction by shareholders or a six-month
restriction on disposition of the Option or the Common Stock issuable upon
exercise thereof.


                                  ARTICLE VI
                                  ----------
                       EMPLOYMENT OR SERVICE OF OPTIONEE
                       ---------------------------------
                                        
  Section 6.1  If the employment or service of an Optionee is terminated for
cause, the option rights of such Optionee, both accrued and future, under any
then outstanding Non-Qualified or Incentive Option shall terminate immediately.
"Cause" shall mean incompetence in the performance of duties, disloyalty,
dishonesty, theft, embezzlement, unauthorized disclosure of patents, processes
or trade secrets of the Company, individually or as an employee, partner,
associate, officer or director of any organization. The determination of the
existence and the proof of "cause" shall be made by the Administrator and,
subject to the review of any determination made by the Administrator, such
determination shall be binding on the Optionee and the Company.

  Section 6.2  If the employment or service of the Optionee is terminated by
either the Optionee or the Company for any reason other than for cause, death,
or for disability, as defined in Section 22(e)(3) of the Code, the option rights
of such Optionee under any then outstanding Non-Qualified or Incentive Option
shall, subject to the provisions of Section 5.1(h) hereof, be exercisable by
such Optionee at any time prior to the expiration of the Option or within three
months after the date of such termination, whichever period of time is shorter,
but only to the extent of the accrued right to exercise the Option at the date
of such termination.

  Section 6.3  In the case of an Optionee who becomes disabled, as defined by
Section 22(e)(3) of the Code, the option rights of such Optionee under any then
outstanding Non-Qualified or Incentive Option shall, subject to the provisions
of Section 5.1(h) hereof, be exercisable by such Optionee at any time prior to
the expiration of the Option or within one year after the date of termination of
employment or service due to disability, whichever period of time is shorter,
but only to the extent of the accrued right to exercise the Option at the date
of such termination.

  Section 6.4 In the event of the death of an Optionee, the option rights of
such Optionee under any then outstanding Non-Qualified or Incentive Option shall
be exercisable by the person or persons to whom these rights pass by will or by
the laws of descent and distribution, at any time prior to the expiration of the
Option or within three years after the date of death, whichever period of time
is shorter, but only to the extent of the accrued right to exercise the Option
at the date of death. If a person or estate acquires the right to exercise a 
Non-Qualified or Incentive Option by bequest or inheritance, the Administrator
may require reasonable evidence as to the ownership of such Option, and may
require such consents and releases of taxing authorities as the Administrator
may deem advisable.

                                       5
<PAGE>
 
  Section 6.5  The Administrator may also provide that an employee must be
continuously employed by the Company for such period of time as the
Administrator, in its discretion, deems advisable before the right to exercise
any portion of an Option granted to such employee will accrue, and may also set
such other targets, restrictions or other terms relating to the employment of
the Optionee which targets, restrictions, or terms must be fulfilled or complied
with, as the case may be, prior to the exercise of any portion of an Option
granted to any employee.

  Section 6.6  Options granted under this 1997 Plan shall not be affected by any
change of duties or position, so long as the Optionee continues in the service
of the Company.

  Section 6.7  Nothing contained in this 1997 Plan, or in any Option granted
pursuant to this 1997 Plan, shall confer upon any Optionee any right with
respect to continuance of employment or service by the Company nor interfere in
any way with the right of the Company to terminate the Optionee's employment or
service or change the Optionee's compensation at any time.

                                  ARTICLE VII
                                  -----------
                              PURCHASE OF SHARES
                              ------------------

  Section 7.1  Except as provided in this Article VII, an Option shall be
exercised by tender to the Company of the full exercise price of the shares of
Common Stock with respect to which the Option is exercised and written notice of
the exercise. The right to purchase shares of Common Stock shall be cumulative
so that, once the right to purchase any shares of Common Stock has accrued, such
shares or any part thereof may be purchased at any time thereafter until the
expiration or termination of the Option. A partial exercise of an Option shall
not affect the right of the Optionee to exercise the Option from time to time,
in accordance with this 1997 Plan, as to the remaining number of shares of
Common Stock subject to the Option. The purchase price of the shares shall be in
United States dollars, payable in cash or by certified bank check.
Notwithstanding the foregoing, in lieu of cash, an Optionee may, with the
approval of the Administrator, exercise his or her Option by tendering to the
Company shares of Common Stock of the Company owned by him or her and having an
aggregate fair market value at least equal to the full exercise price. The fair
market value of any shares of Common Stock so surrendered shall be determined by
the Administrator in accordance with Section 5.1(b) hereof.

  Section 7.2  Except as provided in Article VI above, an Option may not be
exercised unless the holder thereof is an officer, director, employee, or
consultant of the Company at the time of exercise.

  Section 7.3  No Optionee, or Optionee's executor, administrator, legatee, or
distributee or other permitted transferee, shall be deemed to be a holder of any
shares of Common Stock subject to an Option for any purpose whatsoever unless
and until a stock certificate or certificates for such shares are issued to such
person under the terms of this 1997 Plan.  No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Article VIII
hereof.

  Section 7.4  If: (i) the listing, registration or qualification of the Options
issued hereunder, or of any securities issuable upon exercise of such Options
(the "Subject Securities") upon any securities exchange or quotation system or
under federal or state law is necessary as a condition of or in connection with
the issuance or exercise of the Options, or (ii) the consent or approval of any
governmental regulatory body is necessary as a condition of or in connection
with the issuance or exercise of the Options, the Company shall not be obligated
to deliver the certificates representing the Subject Securities or to accept or
to recognize an Option exercise unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained.  The

                                       6
<PAGE>
 
Company will take reasonable action to so list, register, or qualify the Options
and the Subject Securities, or effect or obtain such consent or approval, so as
to allow for their issuance.

  Section 7.5  An Optionee may be required to represent to the Company as a
condition of his or her exercise of Options issued under this 1997 Plan that:
(i) the Subject Securities acquired upon exercise of his or her Option are being
acquired by him or her for investment purposes only and not with a view to
distribution or resale, unless counsel for the Company is then of the view that
such a representation is not necessary and is not required under the Securities
Act of 1933, as amended (the "Securities Act"), or any other applicable statute,
law, regulation or rule; and (ii) that the Optionee shall make no exercise or
disposition of an Option or of the Subject Securities in contravention of the
Securities Act, the Exchange Act or the rules and regulations thereunder.
Optionees may also be required to provide (as a condition precedent to exercise
of an Option) such documentation as may be reasonably requested by the Company
to assure compliance with applicable law and the terms and conditions of this
1997 Plan and the subject Option.

  Section 7.6  The Administrator may, in its discretion, grant in connection
with any Option, at any time prior to the exercise thereof, the right
(previously defined as an "SAR" or collectively, the "SARs") to surrender all or
part of the Option to the extent that such Option is exercisable and receive in
exchange an amount (payable in cash, shares of Common Stock valued at the then
fair market value, or a combination thereof as determined by the Administrator)
equal to the difference (the "Spread") between the then fair market value of the
shares of Common Stock issuable upon the exercise of the Option (or portions
thereof surrendered) and the option price payable upon the exercise of the
Option (or portions thereof surrendered).  Such SARS may be included in an
Option only under the following conditions:  (a) the SARS will expire no later
than the expiration of the underlying Option; (b) the SARS may be for no more
than one hundred percent (100%) of the Spread; (c) the SARS are transferable
only when the underlying Option is transferable and under the same conditions;
(d) the SARS may be exercised only when the underlying Option is eligible to be
exercised; and (e) the SARS may be exercised only when the Spread is positive,
i.e., when the market price of the stock subject to the Option exceeds the
exercise price of the Option.

  Section 7.7  An Option may also be exercised by tender to the Company of a
written notice of exercise together with advice of the delivery of an order to a
broker to sell part or all of the shares of Common Stock subject to such
exercise notice and an irrevocable order to such broker to deliver to the
Company (or its transfer agent) sufficient proceeds from the sale of such shares
to pay the exercise price and any withholding taxes.  All documentation and
procedures to be followed in connection with such a "cashless exercise" shall be
approved in advance by the Administrator.

                                 ARTICLE VIII
                   CHANGE IN NUMBER OF OUTSTANDING SHARES OF
                   -----------------------------------------
                   STOCK, ADJUSTMENTS, REORGANIZATIONS, ETC.
                   -----------------------------------------

  Section 8.1  In the event that the outstanding shares of Common Stock of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number of shares or kind of shares or other securities of the Company
or of another corporation by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination of shares, or a
dividend payable in capital stock, appropriate adjustment shall be made by the
Administrator in the number and kind of shares for the purchase of which Options
may be granted under this 1997 Plan, including the maximum number that may be
granted to any one person.  In addition, the Administrator shall make
appropriate adjustments in the number and kind of shares as to which outstanding
Options, or portions thereof then unexercised, shall be exercisable, to the end
that the Optionee's proportionate interest shall be maintained as before the
occurrence to the unexercised portion of the 

                                       7
<PAGE>
 
Option and with a corresponding adjustment in the option price per share. Any
such adjustment made by the Administrator shall be conclusive.

  Section 8.2  The grant of an Option pursuant to this 1997 Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

  Section 8.3  Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company as a result of which the
outstanding securities of the class then subject to Options hereunder are
changed into or exchanged for cash or property or securities not of the
Company's issue, or upon a sale of substantially all the property of the Company
to an association, person, party, corporation, partnership, or control group as
that term is construed for purposes of the Exchange Act, this 1997 Plan shall
terminate, and all outstanding Options theretofore granted hereunder shall
terminate, unless provision be made in writing in connection with such
transaction for the continuance of this 1997 Plan and/or for the assumption of
Options theretofore granted, or the substitution for such Options of options
covering the stock of a successor employer corporation, or a parent or a
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices, in which event this 1997 Plan and options theretofore granted
shall continue in the manner and under the terms so provided. If this 1997 Plan
and unexercised Options shall terminate pursuant to the foregoing sentence, all
persons owning any unexercised portions of Options then outstanding shall have
the right, at such time prior to the consummation of the transaction causing
such termination as the Company shall designate, to exercise the unexercised
portions of their Options, including the portions thereof which would, but for
this Section 8.3 not yet be exercisable.

                                   ARTICLE IX
                      DURATION, AMENDMENT AND TERMINATION
                      -----------------------------------

  Section 9.1  The Board of Directors may at any time terminate this 1997 Plan
or make such amendments hereto as it shall deem advisable and in the best
interests of the Company, without action on the part of the shareholders of the
Company unless such approval is required pursuant to Section 422 of the Code or
the regulations thereunder or other federal or state law; provided, however,
                                                          --------  ------- 
that no such termination or amendment shall, without the consent of the
individual to whom any Option shall theretofore have been granted, materially
adversely affect or impair the rights of such individual under such Option.
Pursuant to Section 422(b) of the Code, no Incentive Option may be granted
pursuant to this 1997 Plan after ten years from the date this 1997 Plan is
adopted or the date this 1997 Plan is approved by the shareholders of the
Company, whichever is earlier.


                                   ARTICLE X
                                  RESTRICTIONS
                                  ------------

  Section 10.1  Any Options and shares of Common Stock issued pursuant to this
1997 Plan shall be subject to such restrictions on transfer and limitations as
shall, in the opinion of the Administrator, be necessary or advisable to assure
compliance with the laws, rules and regulations of the United States government
or any state or jurisdiction  thereof.  In addition, the Administrator may in
any Stock Option Certificate and Agreement impose such other restrictions upon
the disposition or exercise of an Option or upon the sale or other disposition
of the shares of Common Stock deliverable upon exercise thereof as the
Administrator may, in its sole discretion, determine.  By accepting an award
pursuant to this 1997 Plan, each Optionee shall thereby agree to any such
restrictions.

                                       8
<PAGE>
 
  Section 10.2  Any certificate issued to evidence shares of Common Stock issued
pursuant to an Option shall bear such legends and statements as the Committee,
the Board of Directors or counsel to the Company shall deem advisable to assure
compliance with the laws, rules and regulations of the United States government
or any state or jurisdiction thereof.  No shares of Common Stock will be
delivered pursuant to exercise of the Options granted under this 1997 Plan until
the Company has obtained such consents or approvals from such regulatory bodies
of the United States government or any state or jurisdiction thereof as the
Committee, the Board of Directors or counsel to the Company deems necessary or
advisable.

                                   ARTICLE XI
                              FINANCIAL ASSISTANCE
                              --------------------

  Section 11.1  The Company is vested with authority under this 1997 Plan to
assist any employee to whom an Option is granted hereunder (including any
officer or director of the Company or any of its subsidiaries who is also an
employee) in the payment of the purchase price payable on exercise of such
Option, by lending the amount of such purchase price to such employee on such
terms and at such rates of interest and upon such security (or unsecured) as
shall have been authorized by or under authority of the Board of Directors.  Any
such assistance shall comply with the requirements of Regulation G promulgated
by the Board of the Federal Reserve System, as amended from time to time, and
any other applicable law, rule or regulation.

                                  ARTICLE XII
                              APPLICATION OF FUNDS
                              --------------------

  Section 12.1  The proceeds received by the Company from the issuance and sale
of Common Stock upon exercise of Options granted pursuant to this 1997 Plan are
to be added to the general funds of the Company and used for its corporate
purposes as determined by the Board of Directors.

                                  ARTICLE XIII
                             EFFECTIVENESS OF PLAN
                             ---------------------

  Section 13.1  This 1997 Plan shall become effective upon adoption by the Board
of Directors,  and approval by the Shareholders and Options may be issued
hereunder from and after that date subject to the provisions of Section 3.3
above.  This 1997 Plan must be approved by the Company's shareholders in
accordance with the applicable provisions (relating to the issuance of stock or
options) of the Company's governing documents and state law or, if no such
approval is prescribed therein, by the affirmative vote of the holders of a
majority of the votes cast at a duly held shareholders meeting at which a quorum
representing a majority of all the Company's outstanding voting stock is present
and voting (in person or by proxy) or, without regard to any required time
period for approval, by any other method permitted by Section 422 of the Code
and the regulations thereunder.

                                       9
<PAGE>
 
  IN WITNESS WHEREOF, pursuant to the approval of this 1997 Plan by the Board of
Directors, this 1997 Plan is executed and adopted subject to Shareholder
approval as of the ____ day of _______________, 1997.


ATTEST:                                    MEDCROSS, INC.



By:                                        By:                              
   --------------------------                 -------------------------------
  Secretary
                                           Its:
                                               ------------------------------

[CORPORATE SEAL]


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