AMDL, INC.
2004 STOCK OPTION PLAN
 PURPOSE
 CERTAIN DEFINITIONS
 Board of Directors
 Code
 Committee
 Fair Market Value Per Share
 Incentive Stock Option
 1




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Nonqualified Option
 Option
 Optionee
 Option Agreement
 Shares
 Subsidiary
 ADMINISTRATION OF PLAN
 In General
 Authority
 ELIGIBILITY AND PARTICIPATION
 In General
 2




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Certain Limitations
 AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
 Shares
 Adjustments
 3




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TERMS AND CONDITIONS OF OPTIONS
 Intended Treatment as Incentive Stock Options
 Amount and Payment of Exercise Price
 Exercise Price
 Payment of Exercise Price
 4




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Exercise of Options
   Nontransferability of Options
 Effect of Termination of Employment or Other Relationship
 Termination for Other than Disability or Cause
 Disability
 5




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Termination for Cause
 Withholding of Taxes
 No Rights to Continued Employment or Relationship
 Time of Granting Options
 Privileges of Stock Ownership
 Securities Laws Compliance
 6




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Option Agreement
 PLAN AMENDMENT AND TERMINATION
 Authority of Committee
 Ten (10) Year Maximum Term
 Effect on Outstanding Options
 7




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EFFECTIVE DATE OF PLAN
 MISCELLANEOUS PROVISIONS
 Exculpation and Indemnification
 Governing Law
 Compliance with Applicable Laws
 8




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EXHIBIT I
 FORM OF
INCENTIVE STOCK OPTION AGREEMENT
 
 RECITALS
  
 AGREEMENT
  CERTAIN DEFINITIONS
 GRANT OF OPTIONS
 OPTION PERIOD
 METHOD OF EXERCISE
 I-1




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AMOUNT OF PURCHASE PRICE
 PAYMENT OF PURCHASE PRICE
 EFFECT OF TERMINATION OF EMPLOYMENT
 Termination For Other Than Disability Or Cause
 Disability
 Termination For Cause
 2




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NONTRANSFERABILITY OF OPTIONS
 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
 NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP
 TIME OF GRANTING OPTIONS
 PRIVILEGES OF STOCK OWNERSHIP
 3




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SECURITIES LAWS COMPLIANCE
 INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS
 PLAN CONTROLS
 SHARES SUBJECT TO LEGEND
 CONDITIONS TO OPTIONS
 Compliance with Applicable Laws
 Shareholder Approval of Plan.
 4




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Maximum Exercise Period
 MISCELLANEOUS.
 Binding Effect
 Further Acts
 Amendment
 Syntax
 Choice of Law
 Severability
 Notices
 If to Optionee:If to Corporation:
    
    AMDL, Inc.
2492 Walnut Avenue, Suite 100
Tustin, California 92780
 5




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Entire Agreement
 Attorneys Fees
  CORPORATION
AMDL, INC.,
a Delaware corporationBy:Gary L. Dreher, PresidentOPTIONEE[INSERT NAME] 6




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EXHIBIT II
 FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
 
 RECITALS
  
 AGREEMENT
  CERTAIN DEFINITIONS
 GRANT OF OPTIONS
 OPTION PERIOD
 METHOD OF EXERCISE
 II-1




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AMOUNT OF PURCHASE PRICE
 PAYMENT OF PURCHASE PRICE
 EFFECT OF TERMINATION OF RELATIONSHIP OR DEATH [an employee] [a consultant] [a director]
 NONTRANSFERABILITY OF OPTIONS
 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
 II-2




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NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP
 TIME OF GRANTING OPTIONS
 PRIVILEGES OF STOCK OWNERSHIP
 SECURITIES LAWS COMPLIANCE
 INTENDED TREATMENT AS NON-QUALIFIED STOCK OPTIONS
 PLAN CONTROLS
 II-3




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SHARES SUBJECT TO LEGEND
 CONDITIONS TO OPTIONS
 Compliance with Applicable Laws
 Shareholder Approval of Plan
 MISCELLANEOUS
 Binding Effect
 Further Acts
 Amendment
 Syntax
 Choice of Law
 II-4




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Severability
 Notices
 If to Optionee:If to Corporation:
    
    AMDL, Inc.
2492 Walnut Avenue, Suite 100
Tustin, California 92780
  Entire Agreement
 Attorneys Fees
 II-5




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CORPORATION
AMDL, INC.,
a Delaware corporationBy:Gary L. Dreher, PresidentOPTIONEE[INSERT NAME] II-6