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                                                                    Exhibit 10.1

                             1997 SEAMED CORPORATION

                     EMPLOYEE NONQUALIFIED STOCK OPTION PLAN

ARTICLE 1.  PURPOSE AND DURATION

          1.1 PURPOSE. The purpose of the 1997 SeaMED Corporation Employee
Nonqualified Stock Option Plan (the "Plan") is to further the growth,
development and financial success of SeaMED Corporation (the "Company") by
aligning the personal interests of key employees, through the ownership of
shares of the Company's Common Stock to those of the Company's shareholders. The
Plan is further intended to provide flexibility to the Company in its ability to
compensate key employees and to motivate, attract and retain the services of
such key employees who have the ability to enhance the value of the Company.

          1.2 DURATION. The Plan shall be deemed effective with the approval of
the Board of Directors of the Company on April 29, 1997 (the "Effective Date"),
and shall remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 9 herein and the availability
of Shares subject to the Plan, until April 29, 2007 (the "Termination Date"). No
Award may be granted under the Plan on or after the Termination Date, but Awards
made prior to the Termination Date may be exercised, vested or otherwise
effectuated beyond that date unless otherwise limited.

ARTICLE 2.  DEFINITIONS

          2.1 DEFINITIONS. Whenever used in the Plan, the following terms shall
have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:

          "Affiliate" means any corporation (other than a Subsidiary),
partnership, association, joint venture or other entity in which the Company or
any Subsidiary participates directly or indirectly in the decisions regarding
the management thereof or the production or marketing of products or services.

          "Award" means, individually or collectively, a grant under this Plan
of Stock Options.

          "Award Agreement" means the document which evidences an Award and
which sets forth the terms, conditions and limitations relating to such Award.

          "Board" or "Board of Directors" means the Board of Directors of the
Company.

          "Change in Control" means (a) a merger or consolidation wherein the
Company is not a surviving corporation whose common stock is publicly traded on
the Nasdaq Stock Market or a national securities exchange, which merger or
consolidation is not between or among the Company and any Affiliates or
Subsidiaries, (b) a tender offer or takeover bid for the Shares (other than a
tender offer by the Company) subject to the Exchange Act and the rules
promulgated thereunder, (c) a sale of substantially all the assets of the
Company, and (d) the dissolution of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time or any successor Code thereto.

          "Committee" means the group of three or more Directors who administer
the Plan, which group: (a)(i) shall include the Directors on the Compensation
Committee of the Board who qualify as both "nonemployee directors" within the
meaning of Rule 16b-3 under the Exchange Act, or any successor rule thereto, and
"outside directors" under Section 162 of the Code, and (ii) may include any
other Directors who are "nonemployee directors," and "outside directors" as
appointed from time to time by the Board; and (b) shall be constituted so as to
permit the Plan to comply with Rule 16b-3 under the Exchange Act, or any
successor rule thereto, and Section 162 of the Code. Consistent with the
preceding sentence, the Board shall from time to time determine the size of the
Committee and at all times ensure that the Committee has an adequate number of
members.


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          "Company" means SeaMED Corporation, a Washington corporation.

          "Director" means a member of the Board of Directors of Company.

          "Effective Date" means April 29, 1997.

          "Eligible Employee" means any executive, managerial, professional,
technical or administrative employee of the Company who is expected to
contribute to its success.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor thereto.

          "Fair Market Value" means the fair market value of the Company's
Shares, which shall be determined by the closing bid price of the Shares on the
Nasdaq Stock Market or, if the shares are not listed there, on any other stock
trading market, as of the relevant specified date.

          "Participant" means an Eligible Employee selected by the Committee to
receive an Award under the Plan.

          "Plan" means the 1997 SeaMED Corporation Employee Nonqualified Stock
Option Plan.

          "Shares" means the issued or unissued shares of the common stock, par
value of $0.01 per share, of the Company.

          "Stock Option" means the grant, pursuant to Article 6 herein, of a
right to purchase a specified number of Shares during a specified period at a
designated price, which shall be in the form of a Nonqualified Stock Option.

          "Subsidiary" means a corporation as defined in Section 424(f) of the
Code with the Company being treated as the employer corporation for purposes of
this definition.

          "Termination Date" means the earlier of the date on which all Shares
subject to the Plan have been purchased or acquired according to the Plan's
provisions, the date the Plan is terminated pursuant to Article 9, or April 29,
2007.

          "Withholding Event" means an event related to an Award which results
in the Participant being subject to taxation at the federal, state, local or
foreign level.

ARTICLE 3.  ADMINISTRATION

          3.1 AUTHORITY. The Plan shall be administered by the Committee which
shall have full and exclusive power, except as limited by law or by the Articles
of Incorporation or Bylaws of the Company, as amended, and subject to the
provisions herein, to:

                   (a)   select Eligible Employees to whom Awards are granted;

                   (b)   determine the size and types of Awards;

                   (c)   determine the terms and conditions of such Awards in a
manner consistent with the Plan;

                   (d)   determine whether, to what extent and under what
circumstances, Awards may be settled, paid or exercised in cash, shares, or
other Awards, or other property or canceled, forfeited or suspended;

                   (e)   construe and  nterpret the Plan and any agreement or
instrument  entered into under the Plan;

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                   (f)   establish, amend or waive rules and regulations for the
Plan's administration;

                   (g)   amend (subject to the provisions of Section 4.3 and
Article 9 herein) the terms and conditions, other than price (which amendment
may be made only by the Board of Directors of the Company pursuant to Article
9), of any outstanding Award to the extent such terms and conditions are within
its discretion;

                   (h)   provide in the terms of the Award Agreements for
acceleration of exercise or removal of restrictions on exercise in the event of
a Change in Control of the Company; and

                   (i)   make all other determinations which may be necessary or
advisable for the  administration of the Plan.

          All Awards hereunder shall be made by the Committee.

          3.2 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive and binding on
all persons, including the Company, its Subsidiaries and Affiliates, its
shareholders, Participants, and their estates and beneficiaries.

ARTICLE 4.  SHARES SUBJECT TO THE PLAN

          4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3
herein, no more than twenty-five thousand (25,000) Shares may be issued under
the Plan. No fractional Shares shall be issued under the Plan; provided,
however, that cash may be paid in lieu of any fractional Shares in settlements
of Awards under the Plan.

          For purposes of determining the number of Shares available for
issuance under the Plan:

                   (a) The grant of an Award shall reduce the authorized pool of
Shares by the number of Shares subject to such Award while such Award is
outstanding.

                   (b) Any Shares tendered by a Participant in payment of the
price of a Stock Option shall be credited to the authorized pool of Shares.

          4.2 LAPSED AWARDS. If any Award granted under the Plan is canceled,
terminates, expires or lapses for any reason, any Shares subject to such Award
shall again be available for the grant of an Award under the Plan.

          4.3 ADJUSTMENTS IN AUTHORIZED SHARES. Subject to specific provisions
in any Award Agreement, in the event of any merger, reorganization,
consolidation, recapitalization, separation, spin-off, liquidation, stock
dividend, split-up, Share combination or other change in the corporate or
capital structure of the Company affecting the Shares, such adjustment shall be
made in the number and class of Shares which may be delivered under the Plan,
and in the number and class of and/or price of Shares subject to outstanding
Awards granted under the Plan, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that the number of Shares subject to
any Award shall always be a whole number.

          4.4 COMMITTEE DETERMINATION. In determining the number of Shares
available for issuance under the Plan as contemplated by this Article 4, the
Committee shall interpret and apply the provisions of this Article so as to
permit the Plan to comply with Rule 16b-3 under the Exchange Act, or any
successor rule thereto.

ARTICLE 5.  PARTICIPATION

          5.1 SELECTION OF PARTICIPANTS. Subject to the provisions of the Plan,
the Committee, from time to time, may select from all Eligible Employees those
Participants to whom Awards shall be granted and shall determine the

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nature and amount of each Award. No Eligible Employee shall have the right to
receive an Award under the Plan, or, if selected to receive an Award, the right
to continue to receive same. Further, no Participant shall have any rights, by
reason of the grant of any award under the Plan to continued employment by the
Company or any Subsidiary or Affiliate. There is no obligation for uniformity of
treatment of Participants under the Plan.

          5.2 AWARD AGREEMENT. All Awards granted under the Plan shall be
evidenced by an Award Agreement that shall specify the terms, conditions,
limitations and such other provisions applicable to the Award as the Committee
shall determine.

ARTICLE 6.  AWARDS

          Except as otherwise provided for in Section 3.1 herein, Awards may be
granted by the Committee to Eligible Employees at any time, and from time to
time, as the Committee shall determine. The Committee shall have complete
discretion in determining the number of Awards to grant (subject to the Share
limitations set forth in Section 4.1 herein) and, consistent with the provisions
of the Plan, the terms, conditions and limitations pertaining to such Awards.

          The Committee may provide that the Participant shall have the right to
utilize Shares to pay all or any part of the purchase price of the exercise of
any Stock Option or option to acquire Shares under any other incentive
compensation plan of the Company, if permitted under such plan; provided,
however, that the number of Shares, bearing restrictive legends, if any, which
are used for such exercise, shall be subject to the same restrictions following
such exercise.

          Stock Options may be granted at an exercise price established by the
Compensation Committee.

          A Stock Option may be exercised at such times as may be specified in
an Award Agreement, in whole or in installments, which may be cumulative and
shall expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Stock Option shall be exercisable later than ten (10)
years after the date granted. Prior to the exercise of a Stock Option, the
holder thereof shall not have any rights of a shareholder with respect to any of
the Shares covered by the Stock Option.

          Stock Options shall be exercised by the delivery of a written notice
of exercise to the Chief Financial Officer of the Company, or such other person
as may be specified by the Committee, that sets forth the number of Shares with
respect to which the Stock Option is to be exercised, accompanied by full
payment of the total Stock Option price and any required withholding taxes.
Payment shall be made either (a) in cash or its equivalent, (b) by tendering
previously acquired Shares having a Fair Market Value at the time of exercise
equal to the total price of the Stock Option, or (c) by a combination of (a) and
(b). The Committee also may allow exercises to be made with the delivery of
payment as permitted under Federal Reserve Board Regulation T, subject to
applicable securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law. The Committee may provide that the exercise of a Stock Option, by tendering
previously acquired shares, will entitle the exercising Participant to receive
another Stock Option covering the same number of shares tendered and with a
price of no less than the Fair Market Value on the date of grant of such
replacement Stock Option.

ARTICLE 7.  AMENDMENT, MODIFICATION AND TERMINATION

          7.1 AMENDMENT, MODIFICATION AND TERMINATION. The Committee may
terminate, amend or modify the Plan at any time and from time to time, with the
approval of the Board of Directors. The termination, amendment or modification
of the Plan may be in response to changes in, and shall be adopted in
conformance with, the Code, the Exchange Act, Nasdaq, national securities
exchange regulations or for other reasons deemed appropriate by the Committee.

          7.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment or
modification of the Plan shall in any manner adversely affect any Award
previously granted under the Plan, without the written consent of the

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Participant. Any amendment which would change the exercise price of any
outstanding Awards (other than pursuant to Section 4.3) must be approved by the
Board of Directors.

ARTICLE 8.  WITHHOLDING

          8.1 TAX WITHHOLDING. The Company stall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
in cash or Shares having a Fair Market Value sufficient to satisfy federal,
state and local taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to any Withholding Event which occurs because of
a grant, exercise or payment made under or as a result of the Plan.

          8.2 SHARE WITHHOLDING. Upon a Withholding Event, the Committee may
require one or more classes of Participants to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a
Fair Market Value, on the date the tax is to be determined, equal to the amount
of withholding (federal, FICA, state or local) which is required by law. Absent
such a mandate, the Committee may allow a Participant to elect Share withholding
for tax purposes subject to such terms and conditions as the Committee shall
establish.

ARTICLE 11.  TRANSFERABILITY

          A Stock Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant; provided that the Committee may permit
further transferability, on a general or specific basis, and may impose
conditions and limitations on any permitted transferability. Notwithstanding the
foregoing, the designation of a beneficiary by a Participant does not constitute
a transfer.

ARTICLE 10.  INDEMNIFICATION

          Each person who is or shall have been a member of the Committee, or of
the Board of Directors, shall be indemnified and held harmless by the Company
against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by such person in connection with or resulting from any
claim, action, suit or proceeding to which such person may be a party or in
which such person may be involved by reason of any action taken or failure to
act under the Plan and against and from any and all amounts paid by such person
in settlement thereof, with the Company's approval, or paid by such person in
satisfaction of any judgment in any such action, suit or proceeding against such
person, provided such person shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to handle
and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

ARTICLE 11.  UNFUNDED PLAN

          The Plan shall be unfunded and the Company shall not be required to
segregate any assets that may at any time be represented by Awards under the
Plan. Any liability of the Company to any person with respect to any Award under
the Plan shall be based solely upon any contractual obligations that may be
effected pursuant to the Plan. No such obligation of the Company shall be deemed
to be secured by any pledge of, or other encumbrance on, any property or assets
of the Company.

ARTICLE 12.  SUCCESSORS

          All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

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ARTICLE 13.  SECURITIES LAW COMPLIANCE

          The Plan is intended to comply with all applicable conditions of Rule
16b-3 or any successor rule thereto under the Exchange Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee. Further, each Award shall be subject to the requirement that, if at
any time the Committee shall determine, in its sole discretion, that the
listing, registration or qualification of any Award under the Plan upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the grant or
settlement thereof, such Award may not be exercised or settled in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee.

ARTICLE 14.  REQUIREMENTS OF LAW

          14.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

          14.2 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

          14.3 GOVERNING LAW. To the extent not preempted by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Washington.