Exhibit 10.18

                                 2001 STOCK PLAN
                                 ---------------

1.     Purpose.  The  purposes of this 2001 Stock Plan (the "Plan") of Worldwide
Medical  Corporation,  a Delaware corporation (the "Company"), are (a) to ensure
the  retention  of  the services of existing executive personnel, key employees,
and  directors  of  the  Company  or  its  affiliates; (b) to attract and retain
competent  new executive personnel, key employees, and directors; (c) to provide
incentive  to all such personnel, employees and directors to devote their utmost
effort and skill to the advancement and betterment of the Company, by permitting
them to participate in the ownership of the Company and thereby in the quest for
success  and  increased  value of the Company; and (d) to allow vendors, service
providers, consultants, business associates, strategic partners, and others that
the  Board of Directors anticipates will have an important business relationship
with  the Company or its affiliates to have an the opportunity to participate in
the  ownership of the Company and thereby to have an interest in the anticipated
future  success  and  increased  value  of  the  Company.

2.     Award  Opportunities.

     Awards  (individually,  an  "Award";  collectively, the "Awards") under the
Plan may be granted in the form of (a) incentive stock options ("Incentive Stock
Options")  to  acquire  shares  of  voting and/or non-voting common stock of the
Company  ("Common  Stock"),  as  provided in Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),  (b)  non-statutory  stock  options
("Nonstatutory  Stock  Options")  to  acquire Common Stock, and (c) Common Stock
that  is  restricted  and must be purchased by the Plan participant ("Restricted
Common  Stock").

     Incentive  Stock  Options and Nonstatutory Stock Options may hereinafter be
referred  to  individually  as  an  "Option"  and  collectively  as  "Options."

3.     Administration.

     (A)     Committee.  The  Plan  shall be administered by the Company's Board
of  Directors  (the  "Board")  or  by a committee (the "Committee") of the Board
authorized by the Board.  The Committee shall consist of two or more persons, at
least  two of whom shall be directors of the Company, who shall be appointed by,
and  serve  at the pleasure of, the Board.  No person serving as a member of the
Board  or the Committee shall act on any matter relating solely to such person's
own  interest  under  the  Plan or any Option or shares thereunder.  At any time
that the Company has a class of equity securities registered under Section 12 of
the  Securities  Exchange Act of 1934, as amended (the "Exchange Act"), (i) only
directors who, at the time of service, qualify as "disinterested persons" within
the  meaning  of  Rule  16b-3  under  the  Exchange  Act shall be members of the
Committee  and  (ii) all references in the Plan to the Board shall refer only to
the  Committee.

     (B)     Authority.  The  Board,  or  the Committee, to the extent the Board
has  delegated  such  authority  to  the  Committee,  shall  have full and final
authority  with  respect to the Plan (i) to interpret all provisions of the Plan
consistent  with  law;  (ii)  to  determine the persons who will receive Awards;
(iii)  to determine the frequency of grant of Awards; (iv) to determine the type
of, the number of shares of Common Stock subject to, and the exercise period and
price  of  each  Option to be granted to each eligible persons; (v) to determine
the  type  of,  the number and the purchase price of shares of Restricted Common
Stock  to  be  granted  to  each person; (vi) to prescribe the form and terms of
instruments  evidencing any Award granted under the Plan; (vii) to determine the
term  of  the  restricted  period  and other conditions applicable to Restricted
Common  Stock;  (viii) to adopt, amend and rescind general and special rules and
regulations  for  the  Plan's  administration;  and  (ix)  to  make  all  other
determinations  necessary  or advisable for the administration of the Plan.  The
Board  may,  with  the consent of the person who has been granted an Award under
the  Plan,  amend  the  instrument  regarding  such  Award  consistent  with the
provisions  of  the  Plan,  unless  otherwise  required  by  law.

     (C)     Indemnification.  No  member of the Board or the Committee shall be
liable for any action taken or determination made in good faith.  The members of
the  Board and the Committee shall be indemnified by the Company for any acts or
omissions  in  connection with the Plan to the full extent permitted by Delaware
and  Federal  laws.

4.     Eligibility.  Participation  in the Plan shall be determined by the Board
and shall be limited to executive personnel, key employees, and directors of the
Company or its affiliates, and vendors, service providers, consultants, business
associates,  strategic  partners,  and others with or that the Board anticipates
will  have an important business relationship with the Company or its affiliates
(individually,  a  "Participant";  collectively,  the  "Participants").

5.     Stock  Subject  to  Plan.

     Subject  to  adjustments  as provided in Section 8(A) hereof, the aggregate
amount of Common Stock as to which Awards may be granted under the Plan shall be
500,000,  and  may  be  authorized  but  unissued  shares  or  treasury  shares.

     The  Board,  or its designee, shall maintain records showing the cumulative
number  of shares of Common Stock underlying outstanding Options, the cumulative
number  of  shares  of  Common  Stock subject to right of purchase as Restricted
Common  Stock  and  the  applicable  restricted  periods under the Plan, and the
number  of  shares  of  Common  Stock delivered in settlement of any other Award
under  the  Plan.

     If  an  Option  granted  hereunder shall expire or terminate for any reason
without  having  been  fully  exercised,  or if any shares of Common Stock to be
issued  pursuant  to  an Award are not issued for any reason then, the shares of
Common  Stock  underlying  the unexercised portion of such expired or terminated
Option  and  by  the unissued portion of such Award shall again become available
for  the  purposes  of  the  Plan.

6.     Options.

     (A)     Allotment  of  Shares.

          The Board may, in its sole discretion and subject to the provisions of
the Plan, grant to Participants, at such times as it deems appropriate following
adoption  of the Plan by the Board, Options to purchase Common Stock, subject to
the  approval  of  the  Plan by the Company's stockholders.  Furthermore, grants
intended  to be Incentive Stock Options are subject to the limitations set forth
in  paragraph  (F)  of  this  Section  6.

          Options  may be allotted to Participants in such amounts as the Board,
in  its  sole  discretion, may from time to time determine.  Notwithstanding the
foregoing,  only  Participants  who  qualify  to receive Incentive Stock Options
under  the  applicable provisions of the Code shall be eligible to be granted an
Incentive Stock Option pursuant to the Plan.  All Participants shall be eligible
to  be  granted  any  other  form  of  Award  available  under  the  Plan.

     (B)     Exercise  Price.

          The  price  per  share at which each Nonstatutory Stock Option granted
under the Plan may be exercised, as to any particular Nonstatutory Stock Option,
shall  be  determined by the Board at the time such Nonstatutory Stock Option is
granted.  The exercise price for any share of Common Stock underlying any Option
that  is  intended to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code shall be not less than one hundred percent (100%) of the
fair  market  value  of  one  share  of  Common Stock at the time such Option is
granted.  In  the  case  of a Participant who owns shares representing more than
ten  percent  (10%) of the total combined voting power of all classes of capital
stock of the Company or of its affiliates (as determined under Section 424(d) of
the Code) at the time the Incentive Stock Option is granted, such exercise price
shall  not  be less than one hundred ten percent (110%) of the fair market value
of  one  share  of  Common  Stock  at  the  time  such  Option  is  granted.

          If  the  Common Stock is listed on a national securities exchange, the
high  and  low  selling  prices thereof are reported on the Nasdaq Stock Market,
Inc.  ("Nasdaq"),  or the bid and asked closing prices thereof are quoted on the
OTC Bulletin Board or the Pink Sheets at the time an Option is granted, then the
fair  market  value  of  one  share  of Common Stock shall be the average of the
highest  and  lowest  selling  prices  of  the  Common Stock as reported by such
exchange,  as  reported on Nasdaq, or as quoted on the OTC Bulletin Board or the
Pink  Sheets  on  the  date such Option is granted or, if there were no sales of
Common  Stock  on  said date, then on the next prior business day on which there
were  sales  of  Common  Stock.  If  the  Common Stock is traded other than on a
national  securities  exchange,  the high and low selling prices thereof are not
reported  on  Nasdaq,  or the bid and asked prices thereof are not quoted on the
OTC Bulletin Board or the Pink Sheets at the time an Option is granted, then the
fair  market  value  of  one share of Common Stock shall be the determined using
such  method  on  the  next  prior business day on which such trading or quoting
occurred.  If no such trading or quoting is available, then the Board shall make
a good faith determination of the fair market value of one share of Common Stock
using  any  reasonable method of valuation.  Unless another date is specified by
the  Board, the date on which the Board approves the granting of an Option shall
be  deemed  the  date  on  which  the  Option  is  granted.

     (C)     Option  Period.  An  Option granted under the Plan shall terminate,
and  the  right  of  the  Participant  (or  the  Participant's  estate, personal
representative, or beneficiary) to exercise the Option shall expire, on the date
determined  by  the  Board  at  the  time the Option is granted (the "Expiration
Date").  No  Option shall be exercisable more than ten (10) years after the date
on  which  it  was  granted.  In  the  case  of  a  Participant  who owns shares
representing  more  than ten percent (10%) of the total combined voting power of
all  classes of capital stock of the Company or of its affiliates (as determined
under  Section  424(d)  of  the  Code),  no  Incentive  Stock  Option  shall  be
exercisable  more  than  five  (5)  years after the date on which it is granted.

     (D)     Vesting  Schedule;  Termination.  An  Option granted under the Plan
shall  be  considered  terminated  in  whole  or in part, to the extent that, in
accordance  with  the  provisions of the Plan, it can no longer be exercised for
the  Common  Stock  originally  subject  to  the  Option.

          (1)     Vesting  Schedule.  All  Options  granted  hereunder  shall be
subject to a 36- month vesting schedule, whereby one-third (1/3) of such Options
shall  vest  12  months  after grant, one-third (1/3) shall vest 24 months after
grant,  and  one-third  (1/3) shall vest 36 months after grant, unless otherwise
provided  herein;  provided,  however,  that any such vesting requirement of any
outstanding  Option granted hereunder shall be fully accelerated in the event of
a  Sale, as that term is defined hereinafter, so long as such acceleration would
not  result in a "modification" (as defined in Section 424(h)(3) of the Code) of
any  Incentive  Stock Option.  Notwithstanding the immediately preceding vesting
schedule,  the Board in its sole discretion may modify, in any manner and to any
extent  it  deems appropriate, or waive any or all of such vesting requirements.

          (2)     Termination for Any Reason Except Cause, Death, or Disability.
If  the  Participant (who is an employee or non-employee advisor, consultant, or
director)  terminates  his  relationship as an employee or non-employee advisor,
consultant, or director or is terminated for any reason, except cause, death, or
permanent  and  total  disability,  the  Option,  to the extent (and only to the
extent)  that  it  would have been exercisable by the Participant on the date of
termination,  may be exercised by the Participant no later than three (3) months
after  the  date  of  termination, but in any event no later than the Expiration
Date.

          (3)     Termination For Cause.  If the Participant (who is an employee
or  non-employee  advisor, consultant, or director) is terminated for cause, the
Option,  to  the  extent  (and  only  to  the  extent)  that  it would have been
exercisable  by  the Participant on the date of termination, may be exercised by
the  Participant  no later than fifteen (15) days after the date of termination,
but  in  any  event  no  later  than  the  Expiration  Date.

          (4)     Termination  Because  of  Death  or  Disability.  If  the
Participant  (who  is  an  employee  or  non-employee  advisor,  consultant,  or
director)  is  terminated  because of death or permanent and total disability of
the  Participant,  the  Option,  to  the  extent  that  it is exercisable by the
Participant  on the date of termination, may be exercised by the Participant (or
the  Participant's  legal  representative)  no later than one (1) year after the
date  of  termination,  but  in  any  event  no  later than the Expiration Date.

     (E)     Manner  of  Exercise  and  Payment.

          (1)     Exercise.

               Each  Option  granted under the Plan shall be deemed exercised to
the  extent  that the Participant shall deliver to the Company written notice of
the  number  of full shares of Common Stock underlying the whole or that portion
of  the  Option  then  being  exercised.  The Participant shall at the same time
tender  to  the Company payment in full for such shares, which payment may be in
cash or, subject to Section 6(E)(2), in previously issued shares of Common Stock
of  the same class for which the Option is being exercised or partly in cash and
partly in previously issued shares of Common Stock of such same class, and shall
comply  with  such  other  reasonable  requirements  as the Board may establish,
pursuant  to  Section  8(C).  These provisions shall not preclude exercise of an
Option,  or  payment of the exercise price thereunder, by any other proper legal
method  specifically  approved  by  the  Board.

               Subject to Delaware law, no person, estate, or other entity shall
have  any  of the rights of a stockholder with reference to shares subject to an
Option  until  a  certificate  representing  the shares of Common Stock has been
delivered.

               An  Option granted under the Plan may be exercised for any lesser
number  of  whole  shares  than  the  full  amount  for  which  it could then be
exercised;  provided,  however,  that  the  Board  may require, in the agreement
evidencing  an  Option,  any  partial exercise to be with respect to a specified
minimum  number of shares of Common Stock.  Such a partial exercise of an Option
shall  not  affect  the  right  to  exercise  the  Option  from  time to time in
accordance with the Plan for the remaining shares of Common Stock underlying the
Option.

          (2)     Payment  in  Shares  of  Common  Stock.

               The  value of shares of Common Stock delivered for payment of the
exercise  price  of an Option shall be the fair market value of the Common Stock
determined  as provided in Section 6(B) on the date the Option is exercised.  If
certificates  representing shares of Common Stock are used to pay all or part of
the exercise price of an Option, separate certificates shall be delivered to the
Company  representing  the  number  of  shares  of  Common Stock so used, and an
additional  certificate  or  certificates  shall be delivered to the Participant
representing  the  additional shares of Common Stock to which the Participant is
entitled  as  a result of exercise of the Option.  Notwithstanding the foregoing
and  the  provisions  of Section 6(E)(1), the Board, in its sole discretion, may
refuse  to  accept  shares of Common Stock delivered for payment of the exercise
price,  in which event any certificates representing such shares of Common Stock
that  were  actually received by the Company with the written notice of exercise
shall  be  returned  to  the exercising Participant, together with notice by the
Company  of  the refusal of the Company to accept such shares of Common Stock as
partial  or  full  payment  of  the  exercise  price.

               In  the  event  shares  are delivered for payment of the exercise
price  of  such Option as herein provided, then, at the discretion of the Board,
the  Participant may be granted an Option to purchase that quantity and class of
Common  Stock  equal  to  the  quantity  and  class of Common Stock delivered in
partial  or  full payment of the exercise price, with an exercise price equal to
the  current  fair  market  value  of such Common Stock, and with a term of such
Option  extending to the expiration date of the Option for which partial or full
payment of the exercise price thereof was accomplished by delivery of previously
issued  shares  of  Common  Stock.

          (3)     Loans.  The  Company  may  make loans to Participants or their
respective lawful successors as the Board, in its sole discretion, may determine
(including  a grantee who is a director or officer of the Company) in connection
with the exercise of Options granted under the Plan; provided, however, that the
Board  shall  not  authorize the making of any loan where the possession of such
discretion  or  the  making  of  such  loan would result in a "modification" (as
defined  in  Section 424(h)(3) of the Code) of any Incentive Stock Option.  Such
loans  shall  be  subject  to  the following terms and conditions and such other
terms  and  conditions as the Board shall determine at the time the loan is made
as  are  not inconsistent with the Plan.  Such loans shall bear interest at such
rates  as  the Board shall determine from time to time, which rates may be below
then  current  market rates (except in the case of Incentive Stock Options).  In
no  event  may  any  such  loan  exceed  the  fair  market value, at the date of
exercise,  of  the  shares  of  Common  Stock  underlying the Option, or portion
thereof,  exercised  by  the  Participant.  No  loan  shall have an initial term
exceeding  one (1) year, but any such loan may be renewable at the discretion of
the Board.  At the time a loan is made, Common Stock of the same class for which
the  Option  is being exercised having a fair market value at least equal to the
principal  amount of the loan shall be pledged by the Participant to the Company
as  security  for  payment  of the unpaid balance of the loan.  Every loan shall
comply  with  all  applicable  laws,  regulations,  and  rules  of  the Board of
Governors of the Federal Reserve System and any other governmental agency having
jurisdiction.

          (4)     Persons  Subject  to  Section  16  of  the  Exchange  Act.
Participants  who  are  subject  to  Section  16  of the Exchange Act are hereby
advised  that reliance on Rule 16b-3 may require that any equity security of the
Company  acquired  upon  exercise  of  an Option by such person be held at least
until  the  date  six  months  after  the  date  of  grant  of  the  Option.

     (F)     Limitations  on  Exercise.  In  the  case of Options intended to be
Incentive  Stock  Options, the aggregate fair market value, determined as of the
date  of  grant,  of the shares of Common Stock underlying such Options that are
exercisable for the first time by a Participant shall be limited to $100,000 per
calendar  year.

     (G)     Written  Stock Option Agreement.  Each Option shall be evidenced by
a  written  stock  option agreement in a form approved by the Board.  Each stock
option  agreement  shall  be  executed  by  the  Company  and by the Participant
receiving  the  Option.

7.     Restricted  Common  Stock.

     (A)     Granting  of  Restricted  Common Stock.  The Board may, in its sole
discretion  and  subject to the provisions of the Plan, grant to Participants at
such  times as it deems appropriate following adoption of the Plan by the Board,
the  right to purchase shares of Restricted Common Stock, subject to approval of
the  Plan  by  the  Company's  stockholders.

     (B)     Price  of  Restricted  Common  Stock.  The price per share at which
Restricted  Common  Stock may be purchased by a Participant under the Plan shall
be  determined  by  the  Board  at  the  time  such  Restricted  Common Stock is
purchased.  The  purchase  price  per share of Restricted Common Stock as to any
particular  Restricted  Common  Stock  grant shall also be known as the "Initial
Price  Per  Share."

     (C)     Terms  of  Restricted  Common  Stock.

          Unless otherwise established by the Board, all restrictions applicable
to  the  Restricted  Common Stock shall lapse as follows:  All Restricted Common
Stock  granted  hereunder  shall  be  subject  to  a  36-month schedule, whereby
restrictions in respect of one-third (1/3) of such Restricted Common Stock shall
lapse  12 months after grant, one-third (1/3) shall lapse 24 months after grant,
and one-third (1/3) shall lapse 36 months after grant, unless otherwise provided
herein.  Each  grant  of Restricted Common Stock may have a different Restricted
Period.  The  Board  may  in  its  sole  discretion, at the time of the grant of
Restricted  Common Stock is made, prescribe conditions for the incremental lapse
of restrictions during the Restricted Period and for the lapse or termination of
restrictions  upon  the  satisfaction of other conditions with respect to all or
any  portion  of  the  Restricted Common Stock.  The Board may also, in its sole
discretion,  at any time shorten or terminate the Restricted Period or waive any
conditions  for  the lapse or termination of restrictions with respect to all or
any  portion  of  the  shares  of  Restricted  Common  Stock.

          Unless another date is specified, the date on which the Board approves
the  grant  of  Restricted  Common  Stock  shall be deemed the date on which the
Restricted  Common  Stock  is  granted.

          In  order  for Participant to exercise his right to purchase shares of
Restricted  Common  Stock  under  a  grant  (unless that payment date is further
extended  by  the  Board), within thirty (30) days after the date of grant, such
Participant  shall  execute, retroactive to the date of such grant, an agreement
reflecting the number of shares the Participant is purchasing and the conditions
imposed  upon  the  purchase  of  such  shares  as  determined  by  the  Board.

          As  payment for the purchase price of the Restricted Common Stock, the
Participant  may  tender to the Company payment in cash, past or future services
(valued  at  their  fair market value on the date the Restricted Common Stock is
granted  by  the  Board  at its sole discretion), in previously issued shares of
Common Stock (taken at their fair market value on the date the Restricted Common
Stock  is  granted determined as provided in Section 6(B)) or in any combination
thereof  and  shall  comply with such other reasonable requirements as the Board
may  establish,  pursuant  to  this  Section  8(C).  These  provisions shall not
preclude  payment  of the purchase price of Restricted Common Stock by any other
proper  legal  method  specifically  approved by the Board.  Notwithstanding the
foregoing,  the  Board,  in  its sole discretion, may refuse to accept shares of
Common  Stock  in payment of the purchase price, in which event any certificates
representing  such  shares  of  Common  Stock that were actually received by the
Company  as  attempted payment for the Restricted Common Stock shall be returned
to  the  Participant,  together with notice by the Company of the refusal of the
Company to accept such shares of Common Stock as partial or full payment for the
Restricted  Common  Stock.

          A  stock  certificate  representing the number of shares of Restricted
Common  Stock  granted  to and purchased by a Participant shall be registered in
the  Participant's  name  but  shall  be  held in custody by the Company for the
Participant's  account.  The Participant shall have the rights and privileges of
a  stockholder as to such shares of Restricted Common Stock, including the right
to vote such shares (in the case of voting Restricted Common Stock), except that
(i)  the Participant shall not be entitled to delivery of such certificate until
the  expiration  or termination of the Restricted Period and the satisfaction of
any  other  conditions  prescribed  by the Board, (ii) none of the shares may be
sold,  transferred,  assigned,  pledged,  or otherwise encumbered or disposed of
during  the Restricted Period and until the satisfaction of any other conditions
prescribed  by  the  Board,  and  (iii)  subject  to the provisions contained in
Section  8(D),  all  of  the  Restricted Common Stock, at the sole option of the
Company  (to  be exercised in writing, if at all, within thirty (30) days of the
occurrence  of  an  employment or non-employee event, as set forth hereinbelow),
shall  be  forfeited and all rights of the Participant to such Restricted Common
Stock  shall  terminate  without  further  obligation on the part of the Company
(except  for  the  obligation  of  the Company to purchase the Restricted Common
Stock  from  the  Participant  at  the Initial Price Per Share) in the event the
Participant  has not remained in the continuous employment of the Company or its
affiliates  or  in  continuous service as a non-employee advisor, consultant, or
director  until  the  expiration or termination of the Restricted Period and the
satisfaction  of any other conditions prescribed by the Board applicable to such
Restricted  Common  Stock.  The  Board  shall decide in each case to what extent
leaves  of  absence  for  government  or  military  service,  illness, temporary
disability  or other reasons shall not, for this purpose, be deemed interruption
of  continuous  employment  or service as a non-employee advisor, consultant, or
director.

          At the discretion of the Board, cash and stock dividends may be either
currently  paid  or  withheld  by the Company for the Participant's account, and
interest  may  be  paid  on  the amount of cash dividends withheld at a rate and
subject  to  such  terms  as  determined  by  the  Board.

          Each certificate evidencing shares of Restricted Common Stock shall be
inscribed  with  a  legend  substantially  as  follows:

          "The  shares  of  common  stock  of  Worldwide  Medical  Corporation,
evidenced  by  this  certificate,  are  subject to the terms and restrictions of
Worldwide  Medical  Corporation's  2001  Stock Plan.  Such shares are subject to
forfeiture  or  cancellation under the terms of said Plan and shall not be sold,
transferred,  assigned,  pledged,  encumbered,  or  otherwise  alienated  or
hypothecated  except pursuant to the provisions of said Plan, a copy of which is
available  from  Worldwide  Medical  Corporation,  upon  request."

          Upon  the  expiration  or termination of the Restricted Period and the
satisfaction  of any other conditions prescribed by the Board or at such earlier
time  as  provided  for  herein,  the  restrictions  applicable to the shares of
Restricted  Common  Stock  shall lapse and a stock certificate for the number of
shares  of  Restricted  Common Stock with respect to which the restrictions have
lapsed shall be delivered, free of all such restrictions, except any that may be
imposed  by  law, to the Participant or the Participant's beneficiary or estate,
as the case may be.  The Company shall not be required to deliver any fractional
shares  but  will  pay,  in  lieu  thereof, the fair market value (determined in
accordance  with  Section  6(B)  as  of the date the restrictions lapse) of such
fractional  shares  to  the  Participant.

     (D)     Termination  of  Employment/Services

          All  of  the  Participant's  rights to the shares of Restricted Common
Stock  shall be forfeited if the Participant (who is an employee or non-employee
advisor,  consultant,  or  director)  is terminated or terminates his employment
with  or  service  for  the  Company or its affiliates for any reason except for
death  or  permanent  and  total  disability  prior  to  the  expiration  of the
restrictions on such shares, and such forfeited shares shall be purchased by the
Company  at  the  Initial  Price  Per  Share  within  a  reasonable  time period
established  by  the  Board.  Any  attempt  to  dispose  of  any  such shares in
contravention  of  the foregoing restrictions shall be null and void and without
effect.

          If  a Participant, who has been in the continuous employ or service of
the  Company  or  its  affiliates  since the date on which the Restricted Common
Stock  was  granted,  dies  or becomes permanently and totally disabled while in
such  employment  or  service  and prior to the lapse of the restrictions on the
Restricted  Common  Stock  all  such  restrictions  shall  lapse and cease to be
effective  as  of  the  end  of  the month in which the Participant's employment
terminates  due  to  death  or  permanent  and  total  disability.

     (E)     Persons  Subject  to  Section 16 of the Exchange Act.  Participants
who  are  subject  to  Section  16  of  the Exchange Act are hereby advised that
reliance  on  Rule  16b-3  may  require  that any equity security of the Company
acquired  upon  exercise  of  Restricted  Common Stock by such person be held at
least until the date six months after the date of grant of the Restricted Common
Stock.

8.     Other  Provisions.

     (A)     Adjustment  of  Shares.

     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 or kind of shares or other securities of the Company by reason of merger,
consolidation,  or  reorganization  in  which  the  Company  is  the  surviving
corporation  or  of  a  recapitalization,  stock  split,  combination of shares,
reclassification,  reincorporation,  stock  dividend,  or  other  change  in the
corporate structure of the Company, appropriate adjustments shall be made by the
Board  in  the aggregate number and kind of shares subject to this Plan, and the
number  and  kind  of  shares  and  the  price  per share subject to outstanding
Incentive Stock Options, Nonstatutory Stock Options, and Restricted Common Stock
in  order to preserve, but not to increase, the benefits to the Participant then
holding  such  Awards.

     In  the  event  that the Company at any time proposes to sell substantially
all  of  its  assets,  merge  into,  consolidate with or to enter into any other
reorganization  in which the Company is not the surviving corporation, or if the
Company  is  the  surviving  corporation  and  the  ownership of the outstanding
capital stock of the Company following the transaction changes by 50% or more as
a  result of such transaction (a "Sale"), the Plan and all unexercised Incentive
Stock  Options or Nonstatutory Stock Options granted hereunder and all offers to
purchase  Restricted  Common  Stock shall terminate, unless provision is made in
writing  in connection with such transaction for (i) the continuance of the Plan
and for the assumption of Incentive Stock Options and Nonstatutory Stock Options
theretofore  granted,  and  all outstanding offers to purchase Restricted Common
Stock,  or the substitution for such Incentive Stock Options, Nonstatutory Stock
Options  and offers to purchase Restricted Common Stock of new Options covering,
and  new offers to purchase, shares of a successor corporation, with appropriate
adjustments  as to number and kind of shares and prices, in which event the Plan
and  the  Incentive  Stock  Options,  Nonstatutory  Stock  Options and offers to
purchase  Restricted Common Stock theretofore granted or the new Incentive Stock
Options,  Nonstatutory  Stock  Options,  and  new  offers to purchase Restricted
Common  Stock  substituted  therefor, shall continue in the manner and under the
terms  so  provided  or  (ii)  the substitution for the Plan and all outstanding
Incentive  Stock  Options and Nonstatutory Stock Options of a program or plan to
provide  rights  to  the  holders of such Options to receive on exercise of such
rights,  the  type and amount of consideration they would have received had they
exercised  all Options prior to such transaction and less the aggregate exercise
price  of  such Options (which rights shall vest and be generally subject to the
terms  of  such  Options in the case of unvested Options).  If such provision is
not  made  in such transaction, then the Board shall cause written notice of the
proposed  transaction  to  be  given to the Participants holding Incentive Stock
Options,  Nonstatutory  Stock Options or rights of purchase not less than thirty
(30)  days  prior to the anticipated effective date of the proposed transaction,
and  all  Incentive  Stock  Options,  Nonstatutory  Stock Options, and rights of
purchase  shall  be  accelerated  and, concurrent with the effective date of the
proposed  transaction,  such  Participants  shall  have  the  right  to exercise
Incentive  Stock  Options,  Nonstatutory  Stock  Options  and  accept  rights of
purchase  in respect to any or all shares then subject thereto.  The Board shall
have  the  right,  with  respect  to  any  specific  Incentive  Stock  Option,
Nonstatutory  Stock  Option,  or  rights  of purchase granted under the Plan, to
provide  that  all Incentive Stock Options, Nonstatutory Stock Options or rights
of  purchase  shall  be  accelerated in any event upon the effective date of the
proposed  transaction.

     (B)     Non-Transferability.  No  Award  granted to a Participant under the
Plan  shall  be  transferable  other  than  by  will  or the laws of descent and
distribution  or  pursuant to a qualified domestic relations order as defined in
the  Code;  provided  that  transfer  pursuant to a qualified domestic relations
order  shall  not  be  permitted  with  respect to Incentive Stock Options or in
circumstances  where  such  transfer  would  cause  a  lapse  of restriction for
purposes  of  Section  83 of the Code.  Any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of, or to subject to execution, attachment, or
similar  process,  any  Award  other than as permitted in the preceding sentence
shall  give  no  right  to  the  purported  transferee.

     (C)     Compliance  with  Law  and  Approval  of  Regulatory  Bodies.

          No  Option  shall  be  exercisable and no shares shall be delivered in
settlement  of  any  Award  and no unrestricted Common Stock shall be issued for
Restricted  Common Stock under the Plan except in compliance with all applicable
Federal and state laws and regulations including, without limitation, compliance
with the rules of all domestic stock exchanges on which the Company's shares may
be  listed.  Any certificate issued to evidence shares of Common Stock for which
an  Award  is  exercised  or  with  respect  to  which  Restricted  Common Stock
restrictions  lapse  shall  bear  such legends and statements as the Board deems
advisable  in  order  to  assure  compliance  with  Federal  and  state laws and
regulations.  No  Award  shall  be  exercisable  and  no  Common  Stock shall be
delivered  and  no  Restricted Common Stock shall be issued under the Plan until
the  Company  has  obtained  consent  or  approval  from such regulatory bodies,
Federal  or  state,  having jurisdiction over such matters as the Board may deem
advisable.

          In  the  case  of  the  exercise  of  an  Award  by a person or estate
acquiring  the  right to exercise such Award by bequest or inheritance or in the
case  of  a  person  or  estate acquiring by bequest or inheritance the right to
receive  Restricted  Common  Stock because of the lapse of the restrictions, the
Board  may  require reasonable evidence as to the ownership of the Award and may
require  such  consents  and  releases  of  taxing  authorities  as  it may deem
advisable.

     (D)     No  Right  to Employment.  Neither the adoption of the Plan nor its
operation,  nor  any  document  describing or referring to the Plan, or any part
thereof,  shall confer upon any Participant under the Plan any right to continue
in  the  employ  of  the  Company or a subsidiary or shall in any way affect the
right  and  power  of the Company or a subsidiary to terminate the employment of
any  Participant  under  the Plan at any time with or without assigning a reason
therefor.

     (E)     Tax Withholding.  The Board shall have the right to deduct from any
settlement  of an Award, including without limitation the delivery or vesting of
Common Stock, made under the Plan any Federal, state, or local taxes of any kind
required by law to be withheld with respect to such payments or to take any such
other  action  as  may  be  necessary in the opinion of the Board to satisfy all
obligations  for payment of such taxes.  If Common Stock that would otherwise be
delivered  in  settlement  of the Award is used to satisfy tax withholding, such
Common  Stock  shall  be  valued  based on their fair market value determined in
accordance  with  Section  6(B) when the tax withholding is required to be made.

     (F)     Amendment  and  Termination.

          The  Board may at any time suspend, amend, or terminate the Plan, and,
without  limiting  the  foregoing, the Board shall have the express authority to
amend  the Plan from time to time, with or without approval by the stockholders,
in  the  manner  and  to  the  extent  that  the  Board believes is necessary or
appropriate  in  order  to cause the Plan to conform to provisions of Rule 16b-3
under the Exchange Act and any other rules under Section 16 of the Exchange Act,
as  any  of  such rules may be amended, supplemented, or superseded from time to
time.  Except  for  adjustments  made in accordance with Section 8(A), the Board
may  not,  without  the consent of the grantee of the Award, alter or impair any
Award  previously  granted  under  the Plan.  No Award may be granted during any
suspension  of  the  Plan  or  after  termination  thereof.

          In addition to Board approval of an amendment, if the amendment would:
(i) materially increase the benefits accruing to Participants; (ii) increase the
number  of  shares  of  Common  Stock  deliverable under the Plan (other than in
accordance  with the provisions of Section 8(A)); or (iii) materially modify the
requirements  as  to  eligibility  for  participation  in  the  Plan,  then such
amendment  shall  be  approved  by  the  holders  of a majority of the Company's
outstanding capital stock represented and entitled to vote at a meeting held for
the  purpose of approving such amendment to the extent required by Rule 16b-3 of
the  Exchange  Act.

     (G)     Effective  Date of the Plan.  The Plan was adopted by the Board and
the stockholders holding a majority of the Company's outstanding shares entitled
to  vote  thereon  on  July  20,  2001.

     (H)     Duration  of  the Plan.  Unless previously terminated by the Board,
the Plan shall terminate at the close of business on July 19, 2011, and no Award
shall  be granted under it thereafter, but such termination shall not affect any
Award  theretofore  granted.

     (I)     Use  of  Certain  Terms.  The  term  "affiliates"  shall  mean  the
Company's  parent  and  subsidiaries.  The terms "parent" and "subsidiary" shall
have  the  meanings  ascribed  to them in Section 424 of the Code and unless the
context  otherwise  requires,  the  other terms defined in Section 421, 422, and
424,  inclusive,  of  the  Code  and  regulations and revenue rulings applicable
thereto,  shall  have  the  meanings  attributed  to  them  therein.  The  term
"permanent  and  total  disability"  shall  have  the  meaning ascribed to it in
Section  22(e)(3)  of  the  Code.

<PAGE>

                             STOCK OPTION AGREEMENT
                  GRANTED UNDER WORLDWIDE MEDICAL CORPORATION'S
                                 2001 STOCK PLAN

     Unless  otherwise  defined herein, the terms defined in the 2001 Stock Plan
(the  "Plan")  of  Worldwide  Medical Corporation (the "Company") shall have the
same  defined  meanings  in  this  Option  Agreement.

I.     NOTICE  OF  STOCK  OPTION  GRANT
       --------------------------------

     1.     __________________  ("You")  have been granted an option to purchase
Common Stock of the Company, subject to the terms and conditions of the Plan and
this  Option  Agreement,  as  follows:

     Grant  Number                            _______

     Date  of  Grant                          _______

     Vesting  Commencement  Date              _______

     Exercise  Price  per  Share              $______

     Total  Number  of  Shares  Granted       _______

     Total  Exercise  Price                   $______
     Type  of  Option:              ___     Incentive  Stock  Option  ("ISO")
                                    ___     Nonstatutory  Stock  Option  ("NSO")

     Expiration  Date:

     2.     Vesting Schedule.  All Options granted hereunder shall be subject to
            ----------------
a 36- month vesting schedule, whereby one-third (1/3) of such Options shall vest
12  months  after  grant,  one-third (1/3) shall vest 24 months after grant, and
one-third  (1/3)  shall  vest  36  months after grant, unless otherwise provided
herein;  provided, however, that any such vesting requirement of any outstanding
Option  granted  hereunder shall be fully accelerated in the event of a Sale, as
that  term is defined hereinafter, so long as such acceleration would not result
in  a  "modification"  (as  defined  in  Section  424(h)(3)  of the Code) of any
Incentive  Stock  Option.  Notwithstanding  the  immediately  preceding  vesting
schedule,  the Board in its sole discretion may modify, in any manner and to any
extent  it  deems appropriate, or waive any or all of such vesting requirements.

     3.     Termination.
            -----------

          (a)     Termination for Any Reason Except Cause, Death, or Disability.
If  the  Participant (who is an employee or non-employee advisor, consultant, or
director)  terminates  his  relationship as an employee or non-employee advisor,
consultant, or director or is terminated for any reason, except cause, death, or
permanent  and  total  disability,  the  Option,  to the extent (and only to the
extent)  that  it  would have been exercisable by the Participant on the date of
termination,  may be exercised by the Participant no later than three (3) months
after  the  date  of  termination, but in any event no later than the Expiration
Date.

          (b)     Termination For Cause.  If the Participant (who is an employee
or  non-employee  advisor, consultant, or director) is terminated for cause, the
Option,  to  the  extent  (and  only  to  the  extent)  that  it would have been
exercisable  by  the Participant on the date of termination, may be exercised by
the  Participant  no later than fifteen (15) days after the date of termination,
but  in  any  event  no  later  than  the  Expiration  Date.

          (c)     Termination  Because  of  Death  or  Disability.  If  the
Participant  (who  is  an  employee  or  non-employee  advisor,  consultant,  or
director)  is  terminated  because of death or permanent and total disability of
the  Participant,  the  Option,  to  the  extent  that  it is exercisable by the
Participant  on the date of termination, may be exercised by the Participant (or
the  Participant's  legal  representative)  no later than one (1) year after the
date  of  termination,  but  in  any  event  no  later than the Expiration Date.

     4.     Termination  Period.  This  Option  may be exercised for ninety (90)
            -------------------
days  after  the  termination of your employment or consulting relationship with
the  Company.  Upon  your death or disability (as defined in Section 22(a)(3) of
the  Internal Revenue Code of 1986, as amended (the "Code")), this Option may be
exercised  for  such  longer  period as provided in the Plan.  In the event your
change  in status is from employee to consultant or consultant to employee, This
Option  Agreement  shall  remain  in  effect.  In  no  event  may this Option be
exercised  later  than  the  Expiration  Date  provided  above.

II.     AGREEMENT
        ---------

     1.     Grant  of  Option.  The  Administrator  hereby grants to you, as set
            -----------------
forth  in Section I, above, an option to purchase up to that number of Shares at
the  exercise  price  per  share  set  forth  in Section I, above (the "Exercise
Price"), subject to the terms and conditions of the Plan, which are incorporated
herein  by  reference  (the  "Option").  In  the event of a conflict between the
terms  and  conditions  of  the Plan and the terms and conditions of this Option
Agreement,  the  terms  and  conditions  of  the  Plan  shall  prevail.

          If  designated  in  the  Notice  of  Grant  as  an ISO, this Option is
intended  to qualify as an Incentive Stock Option under Section 422 of the Code.
However,  if  this  Option  is  intended to be an Incentive Stock Option, to the
extent  that  it  exceeds  the $100,000 rule of Section 422(d) of the Code, such
excess  shall  be  treated  as  if  it  were  an  NSO.

     2.     Exercise  of  Option
            --------------------

          (a)     Right to Exercise.  This Option is exercisable during its term
                  -----------------
in  accordance  with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.  In the event of my
death,  disability,  or  other  termination  of  my employment by, or consulting
relationship  with, the Company, the exercisability of the Option is governed by
the  applicable  provisions  of  the  Plan  and  this  Option  Agreement.

          (b)     Method of Exercise.  This Option is exercisable by delivery of
                  ------------------
an exercise notice, in the form approved by the Company (the "Exercise Notice"),
which  shall  state the election to exercise the Option, the number of Shares in
respect  of  which  the  Option is being exercised (the "Exercised Shares"), and
such  other  representations  and  agreements  as may be required by the Company
pursuant  to the provisions of the Plan.  You shall sign the Exercise Notice and
shall deliver it in person or by certified mail to the Secretary of the Company.
The  Exercise  Notice  shall be accompanied by payment of the aggregate Exercise
Price  as  to all Exercised Shares.  This Option shall be deemed to be exercised
upon  receipt  by the Company of such fully executed Exercise Notice accompanied
by  such  aggregate  Exercise  Price.

          No  Shares  shall  be  issued  pursuant to the exercise of this Option
unless  such  issuance and exercise complies with all relevant provisions of law
and  the  requirements of any stock exchange or quotation service upon which the
Shares  are then listed.  Assuming such compliance, for income tax purposes, the
Exercised  Shares  shall be considered transferred to you on the date the Option
is  exercised  with  respect  to  such  Exercised  Shares.

     3.     Method of Payment.  Payment of the aggregate Exercise Price shall be
            -----------------
by  any  of  the  following,  or  a  combination  thereof,  at  your  election:


     (a)     cash;

     (b)     check;  or

     (c)     Payment  in Shares of Common Stock.   The value of shares of Common
Stock delivered for payment of the exercise price of an Option shall be the fair
market  value  of the Common Stock determined as provided in Section 6(B) of the
Plan  on  the date the Option is exercised.  If certificates representing shares
of  Common Stock are used to pay all or part of the exercise price of an Option,
separate  certificates shall be delivered to the Company representing the number
of shares of Common Stock so used, and an additional certificate or certificates
shall  be  delivered  to  the  Participant representing the additional shares of
Common Stock to which the Participant is entitled as a result of exercise of the
Option.  Notwithstanding  the foregoing and the provisions of Section 6(E)(1) of
the  Plan,  the  Board,  in  its sole discretion, may refuse to accept shares of
Common  Stock  delivered  for  payment of the exercise price, in which event any
certificates  representing  such  shares  of  Common  Stock  that  were actually
received by the Company with the written notice of exercise shall be returned to
the  exercising  Participant, together with notice by the Company of the refusal
of  the Company to accept such shares of Common Stock as partial or full payment
of  the  exercise  price.

               In  the  event  shares  are delivered for payment of the exercise
price  of  such Option as herein provided, then, at the discretion of the Board,
the  Participant may be granted an Option to purchase that quantity and class of
Common  Stock  equal  to  the  quantity  and  class of Common Stock delivered in
partial  or  full payment of the exercise price, with an exercise price equal to
the  current  fair  market  value  of such Common Stock, and with a term of such
Option  extending to the expiration date of the Option for which partial or full
payment of the exercise price thereof was accomplished by delivery of previously
issued  shares  of  Common  Stock.

     (d)     Loans.  The  Company  may  make  loans  to  Participants  or  their
respective lawful successors as the Board, in its sole discretion, may determine
(including  a grantee who is a director or officer of the Company) in connection
with the exercise of Options granted under the Plan; provided, however, that the
Board  shall  not  authorize the making of any loan where the possession of such
discretion  or  the  making  of  such  loan would result in a "modification" (as
defined  in  Section 424(h)(3) of the Code) of any Incentive Stock Option.  Such
loans  shall  be  subject  to  the following terms and conditions and such other
terms  and  conditions as the Board shall determine at the time the loan is made
as  are  not inconsistent with the Plan.  Such loans shall bear interest at such
rates  as  the Board shall determine from time to time, which rates may be below
then  current  market rates (except in the case of Incentive Stock Options).  In
no  event  may  any  such  loan  exceed  the  fair  market value, at the date of
exercise,  of  the  shares  of  Common  Stock  underlying the Option, or portion
thereof,  exercised  by  the  Participant.  No  loan  shall have an initial term
exceeding  one (1) year, but any such loan may be renewable at the discretion of
the Board.  At the time a loan is made, Common Stock of the same class for which
the  Option  is being exercised having a fair market value at least equal to the
principal  amount of the loan shall be pledged by the Participant to the Company
as  security  for  payment  of the unpaid balance of the loan.  Every loan shall
comply  with  all  applicable  laws,  regulations,  and  rules  of  the Board of
Governors  of  the  Federal  Re-serve  System  and any other governmental agency
having  jurisdiction.

     4.     Non-Transferability  of  the  Option.  No  Award  granted  to  a
            ------------------------------------
Participant  under the Plan shall be transferable other than by will or the laws
of  descent and distribution or pursuant to a qualified domestic relations order
as  defined in the Code; provided that transfer pursuant to a qualified domestic
relations  order  shall not be permitted with respect to Incentive Stock Options
or  in  circumstances where such transfer would cause a lapse of restriction for
purposes  of  Section  83 of the Code.  Any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of, or to subject to execution, attachment, or
similar  process,  any  Award  other than as permitted in the preceding sentence
shall give no right to the purported transferee.  The terms of the Plan and this
Option  Agreement  shall  be binding upon your executors, administrators, heirs,
successors,  and  assigns.

     5.     Term  of  Option.  This Option may be exercised only during the term
            ----------------
set  forth in the Notice of Grant, and may be exercised during such term only in
accordance  with  the  Plan  and  the  terms  of  this  Option  Agreement.

     6.     Tax  Consequences.  Some  of  the  federal  and  Delaware  state tax
            -----------------
consequences  relating  to  this  Option, as of the date of this Option, are set
forth  below.  THIS  SUMMARY  IS  NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND
REGULATIONS  ARE  SUBJECT  TO  CHANGE.  YOU  SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING  THIS  OPTION  OR  DISPOSING  OF  THE  SHARES.

          (a)     Exercising  the  Option.
                  -----------------------

               (i)     NSO.  If  this  Option  is  an NSO, you may incur regular
                       ---
federal  income tax and California state income tax liability upon its exercise.
You  will be treated as having received compensation income (taxable at ordinary
income  tax  rates) equal to the excess, if any, of the Fair Market Value of the
Exercised  Shares (on the date of exercise) over their aggregate Exercise Price.
If  you  are  an  Employee or a former Employee, the Company will be required to
withhold  from  your  compensation or collect from you and pay to the applicable
taxing  authorities an amount in cash equal to a percentage of this compensation
income  at the time of exercise, and may refuse to honor the exercise and refuse
to  deliver the Shares if such withholding amounts are not delivered at the time
of  exercise.

               (ii)     ISO.  If  this Option qualifies as an ISO, you will have
                        ---
no  regular  federal  income tax or Delaware state income tax liability upon its
exercise, although the excess, if any, of the Fair Market Value of the Exercised
Shares  (on  the  date  of exercise) over their aggregate Exercise Price will be
treated  as  an  adjustment  to  alternative  minimum taxable income for federal
income  tax  purposes and may subject you to alternative minimum tax in the year
of  exercise.  In the event that you undergo a change of status from Employee to
Consultant,  any ISO of yours that remains unexercised shall cease to qualify as
an ISO and will be treated for tax purposes as an NSO on the ninety-first (91st)
day  following  such  change  in  status.

          (b)     Disposition  of  Shares.
                  -----------------------

               (i)     NSO.  If  you  hold NSO Shares for at least one year, any
                       ---
gain  realized  on  disposition  of  the  Shares  over  Fair Market Value of the
Exercised Shares at time of exercise will be treated as a long-term capital gain
for  federal  income  tax  purposes.

               (ii)     ISO.  If you hold ISO Shares for at least one year after
                        ---
exercise  AND  for  two  years after the Option grant date, any gain realized on
disposition  of  the  Shares  will  be  treated  as a long-term capital gain for
federal income tax purposes.  If you dispose of ISO Shares within one year after
exercise  or  within two years after the Option grant date, any gain realized on
such  disposition  will  be  treated as compensation income (taxable at ordinary
income  rates)  to  the  extent  of the excess, if any, of the LESSER OF (A) the
difference  between  the Fair Market Value of the Shares acquired on the date of
exercise  and  their aggregate Exercise Price, or (B) the difference between the
sale  price  of  such  Shares  and  their  aggregate  Exercise  Price.

          (c)     Notice  of  Disqualifying  Disposition  of ISO Shares.  If you
                  -----------------------------------------------------
sell or otherwise dispose of any of the Shares acquired pursuant to an ISO on or
before the later of (i) one year after the exercise date or (ii) two years after
the  Option  grant  date, you shall immediately notify the Company in writing of
                          ------------------------------------------------------
such  disposition.  You  acknowledge  that  you  may  be  subject  to income tax
------------------
withholding by the Company on the compensation income recognized from such early
  -----
disposition  of  ISO Shares by payment in cash or out of the current earnings to
be  paid  by  the  Company  to  you.

     7.     Entire Agreement; Governing Law.  The Plan is incorporated herein by
            -------------------------------
reference. The Plan and this Option Agreement constitute the entire agreement of
the  parties  with  respect  to the subject matter hereof and supersede in their
entirety  all  prior  undertakings  and  agreements  of the Company and you with
respect  to the subject matter hereof, and may not be modified adversely to your
interest  except  by  means  of  a  writing signed by you and the Company.  This
agreement  is governed by Delaware law except for that body of law pertaining to
conflict  of  laws.

     By  your signature and the signature of the Company's representative below,
you  and the Company agree that this Option is granted under and governed by the
terms  and  conditions of the Plan and this Option Agreement.  You have reviewed
the Plan and this Option Agreement in their entirety, have had an opportunity to
obtain  the advice of counsel prior to executing this Option Agreement and fully
understand all provisions of the Plan and Option Agreement.  You hereby agree to
accept as binding, conclusive, and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option Agreement.  You
further  agree  to notify the Company upon any change in the residence indicated
below.


OPTIONEE'S NAME                         WORLDWIDE  MEDICAL  CORPORATION


--------------------------           ------------------------------------------
street address                       Daniel G. McGuire, Chief Executive Officer
                                     13 Spectrum Point Drive
                                     Lake  Forest,  CA  92630

--------------------------
city, state,


<PAGE>
                                CONSENT OF SPOUSE

     I  have  read  and  hereby approve the terms and conditions of the Plan and
this Option Agreement.  In consideration of the Company's granting my spouse the
right  to purchase Shares, as set forth in the Plan and this Option Agreement, I
hereby agree to be irrevocably bound by the terms and conditions of the Plan and
this  Option  Agreement  and  further agree that any community property interest
shall  be  similarly  bound.  I  hereby appoint my spouse as my attorney-in-fact
with  respect  to  any  amendment  or  exercise of rights under the Plan or this
Option  Agreement.


     -----------------------------------------
     Signature  of  Spouse  of  Optionee


     ----------------------------------------
     Type  or  Print  Name


     ------------------
     Date

<PAGE>
                                    EXHIBIT A
                                    ---------
                                 2001 STOCK PLAN
                                 EXERCISE NOTICE
Secretary
Worldwide  Medical  Corporation
12  Spectrum  Point  Drive
Lake  Forest,  CA  92630

     1.     Exercise  of  Option.  Effective as of today, ____________ __, 20__,
            --------------------
the  undersigned (the "Purchaser") hereby elects to purchase ____________ shares
(the  "Shares")  of  the  Common  Stock  of  Worldwide  Medical  Corporation(the
"Company")  under and pursuant to the 2001 Stock Plan (the "Plan") and the Stock
Option  Agreement  dated  ____________  __, _____, with Grant Number ______ (the
"Option Agreement").  The purchase price for the Shares shall be $_____________,
as  required  by  the  Option  Agreement.

     2.     Delivery of Payment.  Purchaser herewith delivers to the Company the
            -------------------
full  purchase  price  for  the  Shares  in  the  form  of:
     __     Cash;
     __     Check;  or
     __     Payment  in  Shares  of Common Stock.  The value of shares of Common
Stock delivered for payment of the exercise price of an Option shall be the fair
market  value  of the Common Stock determined as provided in Section 6(B) on the
date  the  Option  is  exercised.  If certificates representing shares of Common
Stock  are  used to pay all or part of the exercise price of an Option, separate
certificates shall be delivered to the Company representing the number of shares
of  Common Stock so used, and an additional certificate or certificates shall be
delivered  to the Participant representing the additional shares of Common Stock
to  which  the  Participant  is  entitled as a result of exercise of the Option.
Notwithstanding  the foregoing and the provisions of Section 6(E)(1), the Board,
in  its  sole  discretion, may refuse to accept shares of Common Stock delivered
for  payment of the exercise price, in which event any certificates representing
such  shares of Common Stock that were actually received by the Company with the
written  notice  of  exercise  shall  be returned to the exercising Participant,
together with notice by the Company of the refusal of the Company to accept such
shares  of  Common  Stock  as  partial  or  full  payment of the exercise price.

               In  the  event  shares  are delivered for payment of the exercise
price  of  such Option as herein provided, then, at the discretion of the Board,
the  Participant may be granted an Option to purchase that quantity and class of
Common  Stock  equal  to  the  quantity  and  class of Common Stock delivered in
partial  or  full payment of the exercise price, with an exercise price equal to
the  current  fair  market  value  of such Common Stock, and with a term of such
Option  extending to the expiration date of the Option for which partial or full
payment of the exercise price thereof was accomplished by delivery of previously
issued  shares  of  Common  Stock.

     __     Loans.  The  Company  may  make  loans  to  Participants  or  their
respective lawful successors as the Board, in its sole discretion, may determine
(including  a grantee who is a director or officer of the Company) in connection
with the exercise of Options granted under the Plan; provided, however, that the
Board  shall  not  authorize the making of any loan where the possession of such
discretion  or  the  making  of  such  loan would result in a "modification" (as
defined  in  Section 424(h)(3) of the Code) of any Incentive Stock Option.  Such
loans  shall  be  subject  to  the following terms and conditions and such other
terms  and  conditions as the Board shall determine at the time the loan is made
as  are  not inconsistent with the Plan.  Such loans shall bear interest at such
rates  as  the Board shall determine from time to time, which rates may be below
then  current  market rates (except in the case of Incentive Stock Options).  In
no  event  may  any  such  loan  exceed  the  fair  market value, at the date of
exercise,  of  the  shares  of  Common  Stock  underlying the Option, or portion
thereof,  exercised  by  the  Participant.  No  loan  shall have an initial term
exceeding  one (1) year, but any such loan may be renewable at the discretion of
the Board.  At the time a loan is made, Common Stock of the same class for which
the  Option  is being exercised having a fair market value at least equal to the
principal  amount of the loan shall be pledged by the Participant to the Company
as  security  for  payment  of the unpaid balance of the loan.  Every loan shall
comply  with  all  applicable  laws,  regulations,  and  rules  of  the Board of
Governors of the Federal Reserve System and any other governmental agency having
jurisdiction.

     3.     Representations of Purchaser.  Purchaser acknowledges that Purchaser
            ----------------------------
has  received, read, and understood the Plan and the Option Agreement and agrees
to  abide  by  any  be  bound  by  their  terms  and  conditions.

     4.     Rights  as  Stockholder.  Until  the  issuance  (as evidenced by the
            -----------------------
appropriate  entry  on the books of the Company or of a duly authorized transfer
agent  of the Company) of the stock certificate evidencing such Shares, no right
to  vote  or  receive dividends or any other rights as a stockholder shall exist
with  respect to the Optioned Stock, notwithstanding the exercise of the Option.
A  share certificate for the number of Shares so acquired shall be issued to the
Purchaser  as  soon as practicable after exercise of the Option.  No adjustments
will be made for a dividend or other right for which the record date is prior to
the  date  the  stock  certificate  is  issued,  except as provided in the Plan.

     5.     Tax  Consultation.  Purchaser  understands that Purchaser may suffer
            -----------------
adverse  tax  consequences as a result of Purchaser's purchase or disposition of
the  Shares.  Purchaser  represents  that  Purchaser  has consulted with any tax
consultants  Purchaser  deemed  advisable  in  connection  with  the purchase or
disposition  of  the Shares and that Purchaser is not relying on the Company for
any  tax  advice.

     6.     Entire  Agreement; Governing Law.  The Plan and Option Agreement are
            --------------------------------
incorporated  herein  by  reference.  This  Exercise  Notice,  the Plan, and the
Option  Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and  agreements  of the Company and Purchaser with respect to the subject matter
hereof,  and may not be modified adversely to the Purchaser's interest except by
means  of  a  writing  signed  by  the Company and Purchaser.  This agreement is
governed  by  Delaware law except for that body of law pertaining to conflict of
laws.

Submitted  by:                       Accepted  by:


OPTIONEE'S NAME                      WORLDWIDE  MEDICAL  CORPORATION


--------------------------           ------------------------------------------
street address                       Daniel G. McGuire, Chief Executive Officer
                                     13 Spectrum Point Drive
                                     Lake  Forest,  CA  92630

--------------------------
city, state,