Exhibit 10.1 2001 Plan


GLOBAL MED
TECHNOLOGIES, INC. 
2001 STOCK OPTION PLAN


        Purposes
of and Benefits Under the Plan. This 2001 Stock Option Plan (the
“Plan”) is intended to encourage stock ownership by employees,
officers and directors (whether or not they are employees) of and consultants to
GLOBAL MED TECHNOLOGIES, INC., its divisions, Subsidiary corporations and Parent
corporations (the “Corporation”), so that they may acquire or increase
their proprietary interest in the Corporation, to (i) induce qualified persons
to become employees, officers or directors of or consultants to the Corporation;
(ii) reward employees, directors, and consultants for past services to the
Corporation and (iii) encourage such persons to remain in the employ of or
associated with the Corporation and to put forth maximum efforts for the success
of the business of the Corporation. 


        It
is intended that options granted by the Committee pursuant to Section 5(a) of
this Plan shall constitute “incentive stock options” (“Incentive
Stock Options”) within the meaning of Section 422 of the Code, and options
granted by the Committee pursuant to Section 5(b) of this Plan shall constitute
“non-qualified stock options” (“Non-qualified Stock
Options”). 


        Any
options granted under this Plan prior to this amendment and restatement and
outstanding at the time this Plan is adopted by the Board shall remain in force
and effect but shall be governed by the terms of this Plan. 


        1.
Definitions. As used in this Plan, the following words and phrases shall have
the meanings indicated:


    
            (a)
“Board” means the Board of Directors of the Corporation.


    
            (b)
“Code” means Internal Revenue Code of 1986, as amended from time to
time.


    
            (c)
“Committee” means the Compensation Committee appointed by the Board,
if one has been appointed. If no Committee has been appointed, the term
"Committee" shall mean the Board.


    
            (d)
“Common Stock” mean the Corporation's $.01 par value common stock.


    
            (e)
“Disability” means a Recipient's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than 12 months, or
such other meaning ascribed in Section 22(e)(3) or any successor provision of
the Code. If the Recipient has a disability insurance policy, the term
"Disability" shall be as defined therein; provided that said definition is not
inconsistent with the meaning ascribed in Section 22(e)(3) or any successor
provision of the Code.


    
            (f)
“Exchange Act” means Securities Exchange Act of 1934, as amended from
time to time.














    
            (g)
“Fair Market Value” per share as of a particular date means the last
sale price of the Corporation's Common Stock as reported on a national
securities exchange or on the NASDAQ National Market System or, if the quotation
for the last sale reported is not available for the Corporation's Common Stock,
the average of the closing bid and asked prices of the Corporation's Common
Stock as reported by NASDAQ or on the electronic bulletin board or, if none, the
National Quotation Bureau, Inc.'s "Pink Sheets" or, if such quotations are
unavailable, the value determined by the Committee in accordance with its
discretion in making a bona fide, good faith determination of fair market value.
Fair Market Value shall be determined without regard to any restriction other
than a restriction which, by its terms, never will lapse.


    
            (h)
“Option” means either an Incentive Stock Option or a Non-qualified
Stock Option, or either or both of them.


    
            (i)
“Option Price” means the purchase price of the shares of Common Stock
covered by an Option determined in accordance with Section 6(c)
hereunder.


    
            (j)
“Parent” means any corporation which is a “parent
corporation” as defined in Section 424(e) of the Code, with respect to the
Corporation.


    
            (k)
“Plan” means this 2001 Stock Option Plan.


    
            (l)
“Recipient” means any person granted an Option hereunder whether such
grant occurred before or after this amendment and restatement.


    
            (m)
“Securities Act” means the Securities Act of 1933, as amended from
time to time.


    
            (n)
“Subsidiary” means any corporation which is a “subsidiary
corporation” as defined in Section 424(f) of the Code, with respect to the
Corporation.


        2.
Administration.


    
            (a) The
Plan shall be administered by the Committee. The Committee shall have the
authority in its discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically conferred under the Plan or necessary or
advisable in the administration of the Plan, including the authority to grant
Options; to determine which Options shall be Incentive Stock Options and which
shall be Non- qualified Stock Options; to determine the vesting schedules and
other restrictions, if any, relating to Options; to determine the Option Price;
to determine the persons to whom, and the time or times at which, Options shall
be granted; to determine the number of shares to be covered by each Option; to
determine Fair Market Value per share; to interpret the Plan; to prescribe,
amend and rescind rules and regulations relating to the Plan; to determine the
terms and provisions of the Option agreements (which need not be identical)
entered into in connection with Options granted under the Plan; and to make all
other determinations deemed necessary or advisable for the administration of the
Plan. The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Plan. 


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            (b)
Options granted under the Plan shall be evidenced by duly adopted resolutions of
the Committee included in the minutes of the meeting at which they are adopted
or in a unanimous written consent.


    
            (c) With
respect to persons subject to Section 16 of the Exchange Act, transactions under
this Plan are intended to comply with all applicable conditions of Rule 16b-3 or
any successor regulation under the Exchange Act. To the extent any provision of
this 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.
Any Option granted hereunder which would subject or subjects the Recipient to
liability under Section 16(b) of the Exchange Act is void ab initio as if it had
never been granted.


    
            (d) No
member of the Committee or the Board shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option granted
hereunder.


        3.
Eligibility.


    
            (a)
Subject to certain limitations hereinafter set forth, Options may be granted to
employees, officers and directors (whether or not they are employees) of and
consultants to the Corporation. In determining the persons to whom Options shall
be granted and the number of shares to be covered by each Option, the Committee
shall take into account the duties of the respective persons, their present and
potential contributions to the success of the Corporation and such other factors
as the Committee shall deem relevant to accomplish the purposes of the
Plan.


    
            (b) A
Recipient shall be eligible to receive more than one grant of an Option during
the term of the Plan, on the terms and subject to the restrictions herein set
forth.


        4.
Stock Reserved.


    
            (a) The
stock subject to Options hereunder shall be shares of Common Stock. Such shares,
in whole or in part, may be authorized but unissued shares or shares that shall
have been or that may be reacquired by the Corporation. The aggregate number of
shares of Common Stock as to which Options may be granted from time to time
under the Plan (the "Available Shares") shall not exceed 15,000,000 shares. The
number of Available Shares shall be subject to adjustment as provided in Section
6(i) hereof.


    
            (b) If
any outstanding Option under the Plan for any reason expires or is terminated
without having been exercised in full, the shares of Common Stock allocable to
the unexercised portion of such Option shall become available for subsequent
grants of Options under the Plan, unless the Plan shall have been
terminated.



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        5.
Stock Options.


    
            (a)
Incentive Stock Options.


    
            
         (1) Options granted pursuant to
this Section 5(a) are intended to constitute Incentive Stock Options and shall
be subject to the following special terms and conditions, in addition to the
general terms and conditions specified in Section 6 hereof. Only employees of
the Corporation (as the term “employees” is defined for the purposes
of the Internal Revenue Code) shall be entitled to receive Incentive Stock
Options. 


    
            
         (2) The aggregate Fair Market
Value (determined as of the date the Incentive Stock Option is granted) of the
shares of Common Stock with respect to which Incentive Stock Options granted
under this and any other plan of the Corporation or any Parent corporation or
Subsidiary corporation are exercisable for the first time by an Recipient during
any calendar year may not exceed the amount set forth in Section 422(d) of the
Code, as amended from time to time. 


    
            
         (3) Incentive Stock Options
granted under this Plan are intended to satisfy all requirements for incentive
stock options under Section 422 of the Code and the Treasury Regulations
thereunder and, notwithstanding any other provision of this Plan, the Plan and
all Incentive Stock Options granted under it shall be so construed, and all
contrary provisions shall be so limited in scope and effect and, to the extent
they cannot be so limited they shall be void, except as otherwise provided in
Section 9 hereof. 


    
            (b)
Non-Qualified Stock Options. Options granted pursuant to this Section
6(b) are intended to constitute Non-qualified Stock Options and shall be subject
to the general terms and conditions specified in Section 6 hereof, and as
determined by resolutions of the Committee.


        6.
Terms and Conditions of Options. Each Option granted pursuant to the Plan
shall be evidenced by a written Option agreement between the Corporation and the
Recipient, which agreement shall be in substantially the form of Exhibits A and
B hereto as modified from time to time by the Committee in its discretion, and
which shall comply with and be subject to the following terms and conditions: 


    
            (a)
Number of Shares. Each Option agreement shall state the number of shares
of Common Stock covered by the Option.


    
            (b)
Type of Option. Each Option agreement shall specifically identify the
portion, if any, of the Option which constitutes an Incentive Stock Option and
the portion, if any, which constitutes a Non-qualified Stock Option.



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            (c)
Option Price. Each Option agreement shall state the Option Price, which
shall be determined by the Committee subject only to the following
restrictions:


    
            
         (1) The Option Price of any
Incentive Stock Option shall be not less than 100% of the Fair Market Value per
share on the date of grant of the Option; provided, however, that any Incentive
Stock Option granted under the Plan to a person owning more than ten percent of
the total combined voting power of the Common Stock shall have an Option Price
of not less than 110% of the Fair Market Value per share on the date of grant of
the Incentive Stock Option. 


    
            
         (2) Any Non-qualified Stock
Option granted under the Plan shall be at a price no less than 85% of the Fair
Market Value per share on the date of grant thereof. 


    
            
        
(3)  The Option Price shall be subject to adjustment as provided in Section
6(i) hereof.


    
            (d)
Term of Option. Each Option agreement shall state the period during and
times at which the Option shall be exercisable; provided, however:


    
            
         (1) The date on which the
Committee adopts a resolution expressly granting an Option shall be considered
the day on which such Option is granted, unless a future date is specified in
the resolution; provided, however, the Recipient shall have no rights under the
grant until the Recipient has executed an Option agreement with respect to such
Option. 


    
            
        
(2)  Except as further restricted in paragraph 6(d)(3), the exercise period shall
not exceed ten years from the date of grant of the Option.


    
            
         (3) Incentive Stock Options
granted to a person owning more than ten percent of the total combined voting
power of the Common Stock of the Corporation shall be for no more than five (5)
years.


    
            
         (4) The Committee shall have
the authority to accelerate or extend the exercisability of any outstanding
Option at such time and under such circumstances as it, in its sole discretion,
deems appropriate. No exercise period may be extended to increase the term of
the Option beyond ten years from the date of the grant. 


    
            
         (5) The exercise period shall
be subject to earlier termination as provided in Sections 6(f) and 6(g) hereof
and, furthermore, shall be terminated upon surrender of the Option by the holder
thereof if such surrender has been authorized in advance by the Committee.





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            (e)
Method of Exercise and Medium and Time of Payment.


    
            
         (1) All recipients shall be
given the right to exercise their options at the rate of at least 20% per year
over five (5) years from the date the option is granted. 


    
            
        
(2)  An Option may be exercised as to any or all whole shares of Common
Stock as to which it then is exercisable.


    
            
         (3) Each exercise of an Option
granted hereunder, whether in whole or in part, shall be by written notice to
the secretary of the Corporation designating the number of shares as to which
the Option is being exercised, and shall be accompanied by payment in full of
the Option Price for the number of shares so designated, together with any
written statements required by any applicable securities laws. 


    
            
         (4) The Option Price shall be
paid in cash, in shares of Common Stock having a Fair Market Value equal to such
Option Price or in property or in a combination of cash, shares and property
and, subject to approval of the Committee, may be effected in whole or in part
(A) with monies received from the Corporation at the time of exercise as a
compensatory cash payment, or (B) with monies borrowed from the Corporation
pursuant to repayment terms and conditions as shall be determined from time to
time by the Committee, in its discretion, separately with respect to each
exercise of an Option and each Recipient; provided, however, that each such
method and time for payment and each such borrowing and the terms and conditions
of repayment shall be permitted by and be in compliance with applicable law.



    
            
         (5) The Committee shall have
the sole and absolute discretion to determine whether or not property other than
cash or Common Stock may be used to purchase the shares of Common Stock
hereunder and, if so, to determine the value of the property received.



    
            
        
(6)  Applicable withholding taxes shall be paid in the manner specified by
Section 7 hereof.


    
            (f)
Termination. Except as provided herein, an Incentive Stock Option may not
be exercised unless the Recipient then is an employee of the Corporation or a
Subsidiary of or Parent to the Corporation, and unless the Recipient has
remained continuously as an employee of the Corporation since the date of grant
of the Incentive Stock Option.


    
            
         (1) If the Recipient ceases to
be an employee of the Corporation or a Subsidiary or Parent to the Corporation
(other than by reason of death, Disability or retirement), other than for cause,
all Incentive Stock Options theretofore granted to such Recipient but not
theretofore exercised shall terminate three months after the date the Recipient
ceased to be an employee of the Corporation. 


    
            
         (2) If the Recipient ceases to
be an employee of the Corporation or a Subsidiary or Parent to the Corporation
by reason of termination for cause, all Incentive Options theretofore granted to
such Recipient but not theretofore exercised shall terminate thirty days after
the date the Recipient ceases to be an employee of the Corporation. 



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         (3) Nothing in the Plan or in
any Option granted hereunder shall confer upon an individual any right to
continue in the employ of or other relationship with the Corporation or
interfere in any way with the right of the Corporation to terminate such
employment or other relationship between the individual and the Corporation.



    
            (g)
Death, Disability or Retirement of Recipient. If a Recipient shall die
while an employee, officer or director of or a consultant to the Corporation, or
if the Recipient's employment, officer or director status or consulting
relationship, shall terminate by reason of Disability or retirement, all Options
theretofore granted to such Recipient, whether or not otherwise exercisable,
unless earlier terminated in accordance with their terms, may be exercised by
the Recipient or by the Recipient's estate or by a person who acquired the right
to exercise such Options by bequest or inheritance or otherwise by reason of the
death or Disability of the Recipient, at any time within one year after the date
of death, Disability or retirement of the Recipient; provided, however, that in
the case of Incentive Stock Options such one-year period shall be limited to
three months in the case of retirement.


    
            (h)
Transferability Restriction. (1) Options granted under the Plan shall not
be transferable other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act of 1974, or the rules
thereunder. Options may be exercised, during the lifetime of the Recipient, only
by the Recipient and thereafter only by his legal representative.


    
            
         (2) Any attempted sale, pledge,
assignment, hypothecation or other transfer of an Option contrary to the
provisions hereof and the levy of any execution, attachment or similar process
upon an Option shall be null and void and without force or effect and shall
result in a termination of the Option. 


    
            
         (3)(A) As a condition to the
transfer of any shares of Common Stock issued upon exercise of an Option granted
under this Plan, the Corporation may require an opinion of counsel, satisfactory
to the Corporation, to the effect that such transfer will not be in violation of
the Securities Act or any other applicable securities laws or that such transfer
has been registered under federal and all applicable state securities laws. (B)
Further, the Corporation shall be authorized to refrain from delivering or
transferring shares of Common Stock issued under this Plan until the Committee
determines that such delivery or transfer will not violate applicable securities
laws and the Recipient has tendered to the Corporation any federal, state or
local tax owed by the Recipient as a result of exercising the Option or
disposing of any Common Stock when the Corporation has a legal liability to
satisfy such tax. (C) The Corporation shall not be liable for damages due to
delay in the delivery or issuance of any stock certificate for any reason
whatsoever, including, but not limited to, a delay caused by listing
requirements of any securities exchange or the National Association of
Securities Dealers, or any registration requirements under the Securities Act,
the Exchange Act, or under any other state or federal law, rule or regulation.
(D) The Corporation is under no obligation to take any action or incur any
expense in order to register or qualify the delivery or transfer of shares of
Common Stock under applicable securities laws or to perfect any exemption from
such registration or qualification. (E) Furthermore, the Corporation will not be
liable to any Recipient for failure to deliver or transfer shares of Common
Stock if such failure is based upon the provisions of this paragraph.




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            (i)
Effect of Certain Changes.


    
            
         (1) If there is any change in
the number of shares of Common Stock through the declaration of stock dividends,
or through a recapitalization resulting in stock splits, or combinations or
exchanges of such shares, the number of shares of Common Stock available for
Options and the number of such shares covered by outstanding Options, and the
exercise price per share of the outstanding Options, shall be proportionately
adjusted by the Committee to reflect any increase or decrease in the number of
issued shares of Common Stock; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated. 


    
            
         (2) In the event of the
proposed dissolution or liquidation of the Corporation, or any corporate
separation or division, including, but not limited to, split-up, split-off or
spin-off, merger or consolidation of the Corporation with another corporation,
or any sale or transfer by the Corporation of all or substantially all its
assets or any tender offer or exchange offer for or the acquisition, directly or
indirectly, by any person or group for more than 50% of the then outstanding
voting securities of the Corporation, the Committee may provide that the holder
of each Option then exercisable shall have the right to exercise such Option (at
its then current Option Price) solely for the kind and amount of shares of stock
and other securities, property, cash or any combination thereof receivable upon
such dissolution, liquidation, corporate separation or division, merger or
consolidation, sale or transfer of assets or tender offer or exchange offer, by
a holder of the number of shares of Common Stock for which such Option might
have been exercised immediately prior to such dissolution, liquidation, or
corporate separation or division, merger or consolidation, sale or transfer of
assets or tender offer or exchange offer; or in the alternative the Committee
may provide that each Option granted under the Plan shall terminate as of a date
fixed by the Committee; provided, however, that not less than 30 days’
written notice of the date so fixed shall be given to each Recipient, who shall
have the right, during the period of 30 days preceding such termination, to
exercise the Option to the extent then exercisable. To the extent that Section
422(d) of the Code would not permit the provisions of this paragraph (2) to
apply to any outstanding Incentive Stock Options, such Incentive Stock Options
shall immediately upon the occurrence of the event described in this paragraph
(2), be treated for all purposes of the Plan as Non-qualified Stock Options and
shall be immediately exercisable as such as provided in this paragraph (2).



    
            
         (3) Paragraph (2) of this
Section 6(i) shall not apply to a merger or consolidation in which the
Corporation is the surviving corporation and shares of Common Stock are not
converted into or exchanged for stock, securities of any other corporation, cash
or any other thing of value. Notwithstanding the preceding sentence, in case of
any consolidation or merger of another corporation into the Corporation in which
the Corporation is the surviving corporation and in which there is a
reclassification or change (including a change which results in the right to
receive cash or other property) of the shares of Common Stock (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination, but including any change in such shares into two or
more classes or series of shares), the Committee may provide that the holder of
each Option then exercisable shall have the right to exercise such Option solely
for the kind and amount of shares of stock and other securities (including those
of any new direct or indirect Parent of the Corporation), property, cash or any
combination thereof receivable upon such reclassification, change, consolidation
or merger by the holder of the number of shares of Common Stock for which such
Option might have been exercised. 



-8-









    
            
         (4) If there is a change in the
Common Stock of the Corporation as presently constituted, which is limited to a
change of all of its authorized shares with par value into the same number of
shares with a different par value or without par value, the shares resulting
from any such change shall be deemed to be the Common Stock within the meaning
of the Plan. 


    
            
         (5) To the extent that the
foregoing adjustments relate to stock or securities of the Corporation, such
adjustments shall be made by the Committee, whose determination in that respect
shall be final, binding and conclusive, provided that each Incentive Stock
Option granted pursuant to this Plan shall not be adjusted in a manner that
causes such option to fail to continue to qualify as an Incentive Stock Option
within the meaning of Section 422 of the Code, except as otherwise provided in
Section 6(i)(2) hereof. 


    
            
         (6) Except as expressly
provided in this Section 6(i), the Recipient shall have no rights by reason of
any subdivision or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the number of shares
of stock of any class or by reason of any dissolution, liquidation, merger, or
consolidation or split-up, split-off or spin-off of assets or stock of another
corporation; and any issue by the Corporation of shares of stock of any class,
or securities convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to the Option. The grant of an Option
under the Plan shall not affect in any way the right or power of the Corporation
to make adjustments, reclassifications, reorganizations or changes of its
capital or business structures or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or part of its business or assets.



    
            (j)
Rights as Shareholder - Non-Distributive Intent.


    
            
         (1) Neither a person to whom an
Option is granted, nor such person's legal representative, heir, legatee or
distributee, shall be deemed to be the holder of, or to have any rights of a
holder with respect to, any shares of Common Stock subject to such Option until
after the Option is exercised and the shares are issued to the person exercising
such Option. 


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         (2) Upon exercise of an Option
at a time when there is no registration statement in effect under the Securities
Act relating to the shares issuable upon exercise, shares may be issued to the
Recipient only if the Recipient represents and warrants in writing to the
Corporation that the shares purchased are being acquired for investment and not
with a view to the distribution thereof and provides the Corporation with
sufficient information to establish an exemption from the registration
requirements of the Securities Act. A form of subscription agreement is attached
hereto as Exhibit C. 


    
            
         (3) No shares shall be issued
upon the exercise of an Option unless and until there shall have been compliance
with any then applicable requirements of the Securities and Exchange Commission,
or any other regulatory agencies having jurisdiction over the Corporation.



    
            
         (4) No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distribution or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 6(i)
hereof. 


    
            (k)
Other Provisions. Option agreements evidencing Options granted under the
Plan shall contain such other provisions, including, without limitation, (i) the
imposition of restrictions upon the exercise of an Option, and (ii) in the case
of an Incentive Stock Option, the inclusion of any condition not inconsistent
with such Option qualifying as an Incentive Stock Option, as the Committee shall
deem advisable.


        7.
Agreement by Recipient Regarding Withholding Taxes. Each Recipient agrees
that the Corporation, to the extent permitted or required by law, shall deduct a
sufficient number of shares due to the Recipient upon exercise of the Option to
allow the Corporation to pay federal, state and local taxes of any kind required
by law to be withheld upon the exercise of such Option from any payment of any
kind otherwise due to the Recipient. The Corporation shall not be obligated to
advise any Recipient of the existence of any tax or the amount which the
Corporation will be so required to withhold. 


        8.
Term of Plan. Options may be granted under this Plan from time to time
until December 28, 2010, which is ten years from the Plan was adopted by the
Board of Directors of the Corporation. The Plan was approved by the shareholders
of the Corporation on April 16, 2001.


        9.
Amendment and Termination of the Plan. The Committee at any time and from
time to time may suspend, terminate, modify or amend the Plan. Except as
provided in Section 6 hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any Option previously granted, unless
the written consent of the Recipient is obtained. 


        10.
Assumption. Subject to Section 6, the terms and conditions of any
outstanding Options granted under this Plan shall be assumed by, be binding upon
and shall inure to the benefit of any successor corporation to the Corporation
and continue to be governed by, to the extent applicable, the terms and
conditions of this Plan. Such successor corporation may but shall not be
obligated to assume this Plan.


        11.
Termination of Right of Action. Every right of action arising out of or
in connection with the Plan by or on behalf of the Corporation, or by any
shareholder of the Corporation against any past, present or future member of the
Board, or against any employee, or by an employee (past, present or future)
against the Corporation, irrespective of the place where an action may be
brought and of the place of residence of any such shareholder, director or
employee, will cease and be barred by the expiration of three years from the
date of the act or omission in respect of which such right of action is alleged
to have risen or such shorter period as may be provided by law. 


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        12.
Tax Litigation. The Corporation shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to the Plan and which
the Committee believes to be important to holders of Options granted under the
Plan and to conduct any such contest or any litigation arising therefrom to a
final decision. 


        13.
Financial Statement. The Corporation shall provide holders of Options
with a financial statement of the Corporation on at least an annual
basis.


        14.
Adoption.


    
            (a) This
Plan was approved by the Board of Directors of the Corporation on December 29,
2001.


    
            (b) This
Plan was approved by the shareholders of the Corporation on April 16,
2001.







                
                
                
                
               
 GLOBAL MED TECHNOLOGIES, INC.







                
                
                
                
               
 By /s/   Michael I. Ruxin
           
                
                 

                
                
                
                
               
       Michael I. Ruxin, Chairman of the
Board

                
                
                
                
               
       of Directors and Chief Executive
Officer




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Exhibit A


FORM OF

INCENTIVE STOCK OPTION AGREEMENT


        STOCK
OPTION AGREEMENT effective as of this ____ day of ___________, ______, between
GLOBAL MED TECHNOLOGIES, INC., a Colorado corporation (the "Corporation"), and
___________________ (the "Recipient").


        In
accordance with its 2001 Stock Option Plan (the “Plan”), a copy of
which has been provided to the Recipient and is incorporated herein by
reference, the Corporation desires, in connection with the services of the
Recipient, to provide the Recipient with an opportunity to acquire $0.01 par
value common stock (“Common Stock”) of the Corporation on favorable
terms and thereby increase the Recipient’s proprietary interest in the
Corporation and as incentive to put forth maximum efforts for the success of the
business of the Corporation. All capitalized terms not otherwise defined herein
shall be as defined in the Plan. 


        NOW,
THEREFORE, in consideration of the premises and mutual covenants herein set
forth and other good and valuable consideration, the Corporation and the
Recipient agree as follows: 


        1.
Confirmation of Grant of Option. Pursuant to a determination of the
Committee (as defined in the Plan) made on _______________, ________ (the
“Date of Grant”), the Corporation subject to the terms of the Plan and
of this Agreement, confirms that the Recipient irrevocably has been granted on
the Date of Grant, as a matter of separate inducement and agreement, and in
addition to and not in lieu of salary or other compensation for services, an
Incentive Stock Option pursuant to Section 6 of the Plan (the
“Option”) to purchase an aggregate of _________ shares of
Common Stock on the terms and conditions herein set forth, subject to adjustment
as provided in Paragraph 9 hereof. 


        2.
Option Price. The Option Price per share of Common Stock covered by the
Option will be $________ (the "Option Price") subject to adjustment as provided
in Paragraph 9 hereof.


        3.
Vesting of Option. [SELECT WHICH VESTING OPTION APPLIES] [This option
shall vest as to 20% of the shares covered hereby on the one year anniversary of
the date of Grant. Thereafter, this Option shall vest as to an additional 20% of
the shares covered hereby, cumulatively, on the second, third, fourth and fifth
anniversary dates of the Date of Grant.] OR [This option shall be immediately
and fully vested from the Date of Grant]. 


        4.
Exercise of Option. Except as otherwise provided in Section 6 of the Plan
and Paragraph 3 above, this Option may be exercised in whole or in part at any
time during the term of the Option, provided, however, no portion of this Option
shall be exercisable (i) after the expiration of the term thereof, and (ii)
unless the holder shall at the time of exercise have been an employee, officer
or director of or a consultant to the corporation for a period of at least six
months. 














        The
Option may be exercised, as provided in this Paragraph 4, by notice and payment
to the Corporation as provided in Paragraph 9 hereof and Section 6(e) of the
Plan. 


        5.
Term of Option. The term of the Option will be through _______________,
20___, subject to earlier termination or cancellation as provided in this
Agreement. Except as otherwise provided in Paragraphs 8 and 9 hereof, the Option
will not be exercisable unless the Recipient shall, at the time of exercise, be
an employee, officer or director of or consultant to the Corporation. 


        The
holder of the Option will not have any rights to dividends or any other rights
of a shareholder with respect to any shares of Common Stock subject to the
Option until such shares shall have been purchased through the exercise of the
Option and has been evidenced on the stock transfer records of the Corporation
maintained by the Corporation’s transfer agent. 


        6.
Transferability Restriction. The Option may not be assigned, transferred
or otherwise disposed of, or pledged or hypothecated in any way (whether by
operation of law or otherwise) except in strict compliance with Section 6(h) of
the Plan. Any assignment, transfer, pledge, hypothecation or other disposition
of the Option or any attempt to make any such levy of execution, attachment or
other process will cause the Option to terminate immediately upon the happening
of any such event, provided, however, that any such termination of the Option
under the foregoing provisions of this Paragraph 6, will not prejudice any
rights or remedies which the Corporation may have under this Agreement or
otherwise. 


        7.
Exercise Upon Termination. The Recipient's rights to exercise this Option
upon termination of employment or cessation as an officer, director or
consultant shall be as set forth in Section 6(f) of the Plan.


        8.
Death, Disability or Retirement of Recipient. The Recipient's rights to
exercise this Option upon the death, disability or retirement of the Recipient
shall be as set forth in Section 6(g) of the Plan.


        9.
Adjustments. The Option shall be subject to adjustment upon the
occurrence of certain events as set forth in Section 6(i) of the
Plan.


        10.
Notices. Each notice relating to this Agreement will be in writing and
delivered in person or by certified mail to the proper address. Notices to the
Corporation shall be addressed to the Corporation c/o Michael I. Ruxin, Chairman
of the Board of Directors, at 12600 W. Colfax, Suite C-420, Lakewood, Colorado
80215. Notices to the Recipient or other person or persons then entitled to
exercise the Option shall be addressed to the Recipient or such other person or
persons at the Recipient’s address specified below. Anyone to whom a notice
may be given under this Agreement may designate a new address by notice to that
effect given pursuant to this Paragraph 10. 


        11.
Approval of Consent. The exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the Corporation's counsel of all legal matters in connection therewith,
including compliance with the requirements of the Securities Act, the Securities
Exchange Act of 1934, as amended, applicable state securities laws, the rules
and regulations thereunder, and the requirements of any national securities
exchange or association upon which the Common Stock then may be listed.




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        12.
Benefits of Agreement. This Agreement will inure to the benefit of and be
binding upon each successor and assign of the Corporation. All obligations
imposed upon the Recipient and all rights granted to the Corporation under this
Agreement will be binding upon the Recipient’s heirs, legal representatives
and successors. 


        13.
Governmental and Other Regulations. The exercise of the Option and the
Corporation’s obligation to sell and deliver shares upon the exercise of
rights to purchase shares is subject to all applicable federal and state laws,
rules and regulations, and to such approvals by any regulatory or governmental
agency which, in the opinion of counsel for the Corporation, may be required. 


        14.
Conflicts with the Plan. If any provision in this Agreement conflicts
with a provision in the Plan, the Plan shall govern.


        Executed
in the name and on behalf of the Corporation by one of its duly authorized
officers and by the Recipient all as of the date first above written. 



                
                
                
                
               
 GLOBAL MED TECHNOLOGIES, INC.







                
                
                
                
               
 By                
                
                
                 

                
                
                
                
               
       Michael I. Ruxin, Chairman of the
Board

                
                
                
                
               
       of Directors and Chief Executive
Officer



        The
undersigned Recipient understands the terms of this Option Agreement. The
undersigned acknowledges that he or she can receive a copy of the Plan by
request to the Corporation. The undersigned agrees to comply with the terms and
conditions of the Plan. 


Date                
      ,          
                
                
                
                
                
                
                
                
                

                
                
                
            
Recipient:         
                
                
                
           
        
                
                

            
                
                
                
Tax ID Number:                
                
                      
                
              
                

            
                
                
                
Address:                
                
                
                
                
                
               

                         
                
                
                
                
                
                
                
                
                
                

                         
                
                
                
                
                
                
                
                
                
                





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Exhibit B


FORM OF

NON-QUALIFIED STOCK OPTION AGREEMENT


        STOCK
OPTION AGREEMENT effective as of this ____ day of _____________, ______, between
GLOBAL MED TECHNOLOGIES, INC., a Colorado corporation (the
“Corporation”), and ___________________ (the “Recipient”). 


        In
accordance with its 2001 Stock Option Plan (the “Plan”), a copy of
which has been provided to the Recipient and is incorporated herein by
reference, the Corporation desires, in connection with the services of the
Recipient, to provide the Recipient with an opportunity to acquire $0.01 par
value common stock (“Common Stock”) of the Corporation on favorable
terms and thereby increase the Recipient’s proprietary interest in the
Corporation and as incentive to put forth maximum efforts for the success of the
business of the Corporation. All capitalized terms not otherwise defined herein
shall be as defined in the Plan. 


        NOW,
THEREFORE, in consideration of the premises and mutual covenants herein set
forth and other good and valuable consideration, the Corporation and the
Recipient agree as follows: 


        1.
Confirmation of Grant of Option. Pursuant to a determination of the
Committee (as defined in the Plan) made on ____________, _____ (the “Date
of Grant”), the Corporation subject to the terms of the Plan and of this
Agreement, confirms that the Recipient irrevocably has been granted on the Date
of Grant, as a matter of separate inducement and agreement, and in addition to
and not in lieu of salary or other compensation for services, a Non-qualified
Stock Option pursuant to Section 6 of the Plan (the “Option”) to
purchase an aggregate of _________ shares of Common Stock on the terms
and conditions herein set forth, subject to adjustment as provided in Paragraph
9 hereof. 


        2.
Option Price. The Option Price per share of Common Stock covered by the
Option will be $______ (the "Option Price") subject to adjustment as provided in
Paragraph 9 hereof.


        3.
Vesting of Option. [SELECT WHICH VESTING OPTION APPLIES] [This option
shall vest as to 20% of the shares covered hereby on the one year anniversary of
the date of Grant. Thereafter, this Option shall vest as to an additional 20% of
the shares covered hereby, cumulatively, on the second, third, fourth and fifth
anniversary dates of the Date of Grant.] OR [This option shall be immediately
fully vested from the Date of Grant]. 


        4.
Exercise of Option. Except as otherwise provided in Section 6 of the Plan
and Paragraph 3 above, this Option may be exercised in whole or in part at any
time during the term of the Option, provided, however, no portion of this Option
shall be exercisable after the expiration of the term thereof. 


-1-











        The
Option may be exercised, as provided in this Paragraph 4, by notice and payment
to the Corporation as provided in Paragraph 9 hereof and Section 6(e) of the
Plan. 


        5.
Term of Option. The term of the Option will be through ____________,
20___, subject to earlier termination or cancellation as provided in this
Agreement.


        The
holder of the Option will not have any rights to dividends or any other rights
of a shareholder with respect to any shares of Common Stock subject to the
Option until such shares shall have been purchased through the exercise of the
Option and has been evidenced on the stock transfer records of the Corporation
maintained by the Corporation’s transfer agent. 


        6.
Transferability Restriction. The Option may not be assigned, transferred
or otherwise disposed of, or pledged or hypothecated in any way (whether by
operation of law or otherwise) except in strict compliance with Section 6(h) of
the Plan. Any assignment, transfer, pledge, hypothecation or other disposition
of the Option or any attempt to make any such levy of execution, attachment or
other process will cause the Option to terminate immediately upon the happening
of any such event, provided, however, that any such termination of the Option
under the foregoing provisions of this Paragraph 6, will not prejudice any
rights or remedies which the Corporation may have under this Agreement or
otherwise. 


        7.
Death, Disability or Retirement of Recipient. The Recipient's rights to
exercise this Option upon the death, disability or retirement of the Recipient
shall be as set forth in Section 6(g) of the Plan.


        8.
Adjustments. The Option shall be subject to adjustment upon the
occurrence of certain events as set forth in Section 6(i) of the
Plan.


        9.
Notices. Each notice relating to this Agreement will be in writing and
delivered in person or by certified mail to the proper address. Notices to the
Corporation shall be addressed to the Corporation c/o Michael I. Ruxin, Chairman
of the Board of Directors, at 12600 W. Colfax, Suite C-420, Lakewood, Colorado
80215. Notices to the Recipient or other person or persons then entitled to
exercise the Option shall be addressed to the Recipient or such other person or
persons at the Recipient’s address specified below. Anyone to whom a notice
may be given under this Agreement may designate a new address by notice to that
effect given pursuant to this Paragraph 9. 


        10.
Approval of Consent. The exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the Corporation’s counsel of all legal matters in connection therewith,
including compliance with the requirements of the Securities Act, the Securities
Exchange Act of 1934, as amended, applicable state securities laws, the rules
and regulations thereunder, and the requirements of any national securities
exchange or association upon which the Common Stock then may be listed. 


        11.
Benefits of Agreement. This Agreement will inure to the benefit of and be
binding upon each successor and assign of the Corporation. All obligations
imposed upon the Recipient andall rights granted to the Corporation under this
Agreement will be binding upon the Recipient's heirs, legal representatives and
successors.



-2-









        12.
Governmental and Other Regulations. The exercise of the Option and the
Corporation’s obligation to sell and deliver shares upon the exercise of
rights to purchase shares is subject to all applicable federal and state laws,
rules and regulations, and to such approvals by any regulatory or governmental
agency which, in the opinion of counsel for the Corporation, may be required. 


        13.
Conflicts with the Plan. If any provision in this Agreement conflicts
with a provision in the Plan, the Plan shall govern.


        Executed
in the name and on behalf of the Corporation by one of its duly authorized
officers and by the Recipient all as of the date first above written. 



                
                
                
                
               
 GLOBAL MED TECHNOLOGIES, INC.







                
                
                
                
               
 By                
                
                
                 

                
                
                
                
               
       Michael I. Ruxin, Chairman of the
Board

                
                
                
                
               
       of Directors and Chief Executive
Officer


        The
undersigned Recipient understands the terms of this Option Agreement. The
undersigned acknowledges that he or she can receive a copy of the Plan by
request to the Corporation. The undersigned agrees to comply with the terms and
conditions of the Plan. 


Date                
      ,          
                
                
                
                
                
                
                
                
                

                
                
                
            
Recipient:         
                
                
                
           
        
                
                

            
                
                
                
Tax ID Number:                
                
                      
                
              
                

            
                
                
                
Address:                
                
                
                
                
                
               

                         
                
                
                
                
                
                
                
                
                
                

                         
                
                
                
                
                
                
                
                
                
                




-3-










Exhibit C



FORM OF

SUBSCRIPTION AGREEMENT



        THE
SECURITIES OF GLOBAL MED TECHNOLOGIES, INC. BEING SUBSCRIBED FOR HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND ARE "RESTRICTED SECURITIES" AS
THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
THE SATISFACTION OF THE COMPANY.


        IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


        THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.


        This
Subscription Agreement is entered for the purpose of the Undersigned acquiring
_____________ shares of the $.01 par value common stock (the
“Securities”) of GLOBAL MED TECHNOLOGIES, INC., a Colorado corporation
(the “Corporation”) from the Corporation upon the exercise of an
Option pursuant to the Corporation’s 2001 Stock Option Plan (the
“Plan”). It is understood that exercise of an Option at a time when no
registration statement relating thereto is effective under the Securities Act of
1933, as amended (the “Securities Act”) can not be completed until the
Undersigned executes this Subscription Agreement and delivers it to the
Corporation, and then such exercise is effective only in accordance with the
terms of the Plan and this Subscription Agreement. 


-1-











        In
connection with the Undersigned’s acquisition of the Securities, the
Undersigned represents and warrants to the Corporation as follows: 


        1.
The Undersigned has been provided, and has reviewed all available reports filed
by the Corporation pursuant to the Securities Exchange Act of 1934, including
(without limitation) the Corporation’s most recent annual report on Form
10-K (or Form 10-KSB) for the most recently-completed fiscal year and all Forms
10-Q (or Forms 10-QSB) for the quarters subsequent to the end of the most recent
fiscal year, the Plan, and such other information as the Undersigned may have
requested of the Corporation regarding its business, operations, management, and
financial condition (all of which is referred to herein as the “Available
Information”). 


        2.
The Corporation has given the Undersigned the opportunity to ask questions of
and to receive answers from persons acting on the Corporation’s behalf
concerning the terms and conditions of this transaction and the opportunity to
obtain any additional information regarding the Corporation, its business and
financial condition which the Corporation possesses or can acquire without
unreasonable effort or expense. 


        3.
The Securities are being acquired by the Undersigned for his own account and not
on behalf of any other person or entity. The Undersigned’s present
financial condition is such that it is unlikely that it would be necessary for
the Undersigned to dispose of any portion of the Securities in the foreseeable
future. 


        4.
The Undersigned understands that the Securities being acquired hereby have not
been registered under the Securities Act or any state or foreign securities
laws, and are and will continue to be restricted securities within the meaning
of Rule 144 of the General Rules and Regulations under the Securities Act and
applicable state statutes, and consents to the placement of an appropriate
restrictive legend or legends on any certificates evidencing the Securities and
any certificates issued in replacement or exchange therefor and acknowledges
that the Corporation will cause its stock transfer records to note such
restrictions. 


        5.
By the Undersigned’s execution below, it is acknowledged and understood
that the Corporation is relying upon the accuracy and completeness hereof in
complying with certain obligations under applicable securities laws. 


        6.
This Agreement binds and inures to the benefit of the representatives,
successors and permitted assigns of the respective parties hereto.



-2-











        7.
The Undersigned acknowledges and agrees that the Corporation has withheld
___________ shares for the payment of taxes as a result of the exercise of an
Option in satisfaction of federal withholding taxes. 


                                                            (Undersigned)

        
            
      ,        
     
                
                
                
                
                
                
                
                
                

                
                
                
            
Recipient:         
                
                
                
           
        
                
                

            
                
                
                
Tax ID Number:                
                
                      
                
              
                

            
                
                
                
Address:                
                
                
                
                
                
               

                         
                
                
                
                
                
                
                
                
                
                

                         
                
                
                
                
                
                
                
                
                
                






-3-