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                                                                   EXHIBIT 10.17

                              RETRAC MEDICAL, INC.
                             2001 STOCK OPTION PLAN


         1. PURPOSE. The purpose of the Retrac Medical, Inc. 2001 Stock Option
Plan (the "Plan") is to strengthen Retrac Medical, Inc., a Delaware corporation
("Corporation"), by providing to employees, officers, directors, consultants and
independent contractors of the Corporation or any of its subsidiaries (including
dealers, distributors, and other business entities or persons providing services
on behalf of the Corporation or any of its subsidiaries) added incentive for
high levels of performance and unusual efforts to increase the earnings of the
Corporation. The Plan seeks to accomplish this purpose by enabling specified
persons to purchase shares of the Corporation's common stock thereby increasing
their proprietary interest in the Corporation's success and encouraging them to
remain in the employ or service of the Corporation.

         2. CERTAIN DEFINITIONS. As used in this Plan, the following words and
phrases shall have the respective meanings set forth below, unless the context
clearly indicates a contrary meaning:

                  2.1 "BOARD OF DIRECTORS" The Board of Directors of the
Corporation.

                  2.2 "CODE" The Internal Revenue Code of 1986, as amended.

                  2.3 "COMMITTEE" The Committee which shall administer the Plan
shall consist of two (2) or more members of the Board of Directors or, in the
event the committee is at any time not properly constituted, the Plan will be
administered by the entire Board of Directors, and references to the committee
herein shall in such event be then deemed to refer to the Board of Directors.

                  2.4 "FAIR MARKET VALUE PER SHARE" The fair market value per
share of the Shares as determined by the Committee in good faith. The Committee
is authorized to make its determination as to the fair market value per share of
the Shares on the following basis:

                           (i) if the Shares are traded only otherwise than on a
                  securities exchange and are not quoted on the National
                  Association of Securities Dealers' Automated Quotation System
                  ("NASDAQ"), but are quoted on the bulletin board or in the
                  "pink sheets" published by the National Daily Quotation
                  Bureau, the greater of (a) the average of the mean between the
                  average daily bid and average daily asked prices of the Shares
                  during the thirty (30) day period preceding the date of grant
                  of an Option, as quoted on the bulletin board or in the "pink
                  sheets" published by the National Daily Quotation Bureau, or
                  (b) the mean between the average daily bid and average daily
                  asked prices of the Shares on the date of grant, as published
                  on the bulletin board or in such "pink sheets;"

                           (ii) if the Shares are traded on a securities
                  exchange or on the NASDAQ, the greater of (a) the average of
                  the daily closing prices of the Shares during the ten (10)
                  trading days preceding the date of grant of an Option, as
                  quoted in the Wall Street Journal, or (b) the daily closing
                  price of the Shares on the date of grant of an Option, as
                  quoted in the Wall Street Journal; or

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                            (iii) if the Shares are traded only otherwise than
                  as described in (i) or (ii) above, or if the Shares are not
                  publicly traded, the value determined by the Committee in good
                  faith based upon the fair market value as determined by
                  completely independent and well qualified experts.

                  2.5 "INCENTIVE STOCK OPTION" An Option intended to qualify for
treatment as an incentive stock option under Code Sections 421 and 422, and
designated as an Incentive Stock Option.

                  2.6 "NONQUALIFIED OPTION" An Option not qualifying as an
Incentive Stock Option.

                  2.7 "OPTION" A stock option granted under the Plan.

                  2.8 "OPTIONEE" The holder of an Option.

                  2.9 "OPTION AGREEMENT" The document setting forth the terms
and conditions of each Option.

                  2.10 "SHARES" The shares of common stock of the Corporation.

                  2.11 "SUBSIDIARY" Any corporation of which fifty percent (50%)
or more of the total combined voting power of all classes of stock of such
corporation is owned by the Corporation or another Subsidiary (as so defined).

         3. ADMINISTRATION OF PLAN.

                  3.1 IN GENERAL. This Plan shall be administered by the
Committee. Any action of the Committee with respect to administration of the
Plan shall be taken pursuant to (i) a majority vote at a meeting of the
Committee (to be documented by minutes), or (ii) the unanimous written consent
of its members.

                  3.2 AUTHORITY. Subject to the express provisions of this Plan,
the Committee shall have the authority to:

                  (i) construe and interpret the Plan, decide all questions and
         settle all controversies and disputes which may arise in connection
         with the Plan and to define the terms used therein;

                  (ii) prescribe, amend and rescind rules and regulations
         relating to administration of the Plan;

                  (iii) determine the purchase price of the Shares covered by
         each Option and the method of payment of such price, individuals to
         whom, and the time or times at which, Options shall be granted and
         exercisable and the number of Shares covered by each Option;

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                  (iv) determine the terms and provisions of the respective
         Option Agreements (which need not be identical);

                  (v) determine the duration and purposes of leaves of absence
         which may be granted to participants without constituting a termination
         of their employment for purposes of the Plan; and

                  (vi) make all other determinations necessary or advisable to
         the administration of the Plan.

                  Determinations of the Committee on matters referred to in this
Section 3 shall be conclusive and binding on all parties howsoever concerned.
With respect to Incentive Stock Options, the Committee shall administer the Plan
in compliance with the provisions of Code Section 422 as the same may hereafter
be amended from time to time. No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option.

         4. ELIGIBILITY AND PARTICIPATION.

                  4.1 IN GENERAL. Only officers, employees and directors who are
also employees of the Corporation or any Subsidiary shall be eligible to receive
grants of Incentive Stock Options. Officers, employees and directors (whether or
not they are also employees) of the Corporation or any Subsidiary, as well as
consultants, independent contractors or other service providers of the
Corporation or any Subsidiary shall be eligible to receive grants of
Nonqualified Options. Within the foregoing limits, the Committee, from time to
time, shall determine and designate persons to whom Options may be granted. All
such designations shall be made in the absolute discretion of the Committee and
shall not require the approval of the stockholders. In determining (i) the
number of Shares to be covered by each Option, (ii) the purchase price for such
Shares and the method of payment of such price (subject to the other sections
hereof), (iii) the individuals of the eligible class to whom Options shall be
granted, (iv) the terms and provisions of the respective Option Agreements, and
(v) the times at which such Options shall be granted, the Committee shall take
into account such factors as it shall deem relevant in connection with
accomplishing the purpose of the Plan as set forth in Section 1. An individual
who has been granted an Option may be granted an additional Option or Options if
the Committee shall so determine. No Option shall be granted under the Plan
after March 31, 2011 but Options granted before such date may be exercisable
after such date.

                  4.2 CERTAIN LIMITATIONS. In no event shall Incentive Stock
Options be granted to an Optionee such that the sum of (i) aggregate fair market
value (determined at the time the Incentive Stock Options are granted) of the
Shares subject to all Options granted under the Plan which are exercisable for
the first time during the same calendar year, plus (ii) the aggregate fair
market value (determined at the time the options are granted) of all stock
subject to all other incentive stock options granted to such Optionee by the

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Corporation, its parent and Subsidiaries which are exercisable for the first
time during such calendar year, exceeds One Hundred Thousand Dollars ($100,000).
For purposes of the immediately preceding sentence, fair market value shall be
determined as of the date of grant based on the Fair Market Value Per Share as
determined pursuant to Section 2.3.

         5. AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

                  5.1 SHARES. Subject to adjustment as provided in Section 5.2
below, the total number of Shares to be subject to Options granted pursuant to
this Plan shall not exceed One Million (1,000,000) Shares. Shares subject to the
Plan may be either authorized but unissued shares or shares that were once
issued and subsequently reacquired by the Corporation; the Committee shall be
empowered to take any appropriate action required to make Shares available for
Options granted under this Plan. If any Option is surrendered before exercise or
lapses without exercise in full or for any other reason ceases to be
exercisable, the Shares reserved therefore shall continue to be available under
the Plan.

                  5.2 ADJUSTMENTS. As used herein, the term "Adjustment Event"
means an event pursuant to which the outstanding Shares of the Corporation are
increased, decreased or changed into, or exchanged for a different number or
kind of shares or securities, without receipt of consideration by the
Corporation, through reorganization, merger, recapitalization, reclassification,
stock split, reverse stock split, stock dividend, stock consolidation or
otherwise. Upon the occurrence of an Adjustment Event, (i) appropriate and
proportionate adjustments shall be made to the number and kind of Shares and
exercise price for the Shares subject to the Options which may thereafter be
granted under this Plan, (ii) appropriate and proportionate adjustments shall be
made to the number and kind of and exercise price for the Shares subject to the
then outstanding Options granted under this Plan, and (iii) appropriate
amendments to the Option Agreements shall be executed by the Corporation and the
Optionees if the Committee determines that such an amendment is necessary or
desirable to reflect such adjustments. If determined by the Committee to be
appropriate, in the event of an Adjustment Event which involves the substitution
of securities of a corporation other than the Corporation, the Committee shall
make arrangements for the assumptions by such other corporation of any Options
then or thereafter outstanding under the Plan. Notwithstanding the foregoing,
such adjustment in an outstanding Option shall be made without change in the
total exercise price applicable to the unexercised portion of the Option, but
with an appropriate adjustment to the number of Shares, kind of shares and
exercise price for each Share subject to the Option. The determination by the
Committee as to what adjustments, amendments or arrangements shall be made
pursuant to this Section 5.2, and the extent thereof, shall be final and
conclusive. No fractional Shares shall be issued under the Plan on account of
any such adjustment or arrangement.

         6. TERMS AND CONDITIONS OF OPTIONS.

                  6.1 INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS. Incentive
Stock Options granted pursuant to this Plan are intended to be "incentive stock
options" to which Code Sections 421 and 422 apply, and the Plan shall be
construed and administered to implement that intent. If all or any part of an
Incentive Stock Option shall not be an "incentive stock option" subject to
Sections 421 or 422 of the Code, such Option shall nevertheless be valid and
carried into effect. All Options granted under this Plan shall be subject to the
terms and conditions set forth in this Section 6 (except as provided in Section
5.2) and to such other terms and conditions as the Committee shall determine to
be appropriate to accomplish the purpose of the Plan as set forth in Section 1.

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                  6.2 AMOUNT AND PAYMENT OF EXERCISE PRICE.

                           6.2.1 EXERCISE PRICE. The exercise price per Share
for each Share which the Optionee is entitled to purchase under a Nonqualified
Option shall be determined by the Committee but shall not be less than
eighty-five percent (85%) of the Fair Market Value Per Share on the date of the
grant of the Nonqualified Option. The exercise price per Share for each Share
which the Optionee is entitled to purchase under an Incentive Stock Option shall
be determined by the Committee but shall not be less than the Fair Market Value
Per Share on the date of the grant of the Incentive Stock Option; provided,
however, that the exercise price shall not be less than one hundred and ten
percent (110%) of the Fair Market Value Per Share on the date of the grant of
the Incentive Stock Option in the case of an individual then owning (within the
meaning of Code Section 425(d)) more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation or of its
parent or Subsidiaries.

                           6.2.2 PAYMENT OF EXERCISE PRICE. The consideration to
be paid for the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Committee and may consist of
promissory notes, shares of the common stock of the Corporation or such other
consideration and method of payment for the Shares as may be permitted under
applicable state and federal laws.

                  6.3 EXERCISE OF OPTIONS.

                           6.3.1 Each Option granted under this Plan shall be
exercisable at such times and under such conditions as may be determined by
the Committee at the time of the grant of the Option and as shall be permissible
under the terms of the Plan; provided, however, in no event shall an Option be
exercisable after the expiration of ten (10) years from the date it is granted,
and in the case of an Optionee owning (within the meaning of Code Section
425(d)), at the time an Incentive Stock Option is granted, more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation or of its parent or Subsidiaries, such Incentive Stock Option shall
not be exercisable later than five (5) years after the date of grant.

                           6.3.2 An Optionee may purchase less than the total
number of Shares for which the Option is exercisable, provided that a
partial exercise of an Option may not be for less than Fifty (50) Shares and
shall not include any fractional Shares.

                  6.4 NONTRANSFERABILITY OF OPTIONS. All Incentive Stock Options
granted under this Plan shall be nontransferable, either voluntarily or by
operation of law, otherwise than by will or the laws of descent and
distribution, and shall be exercisable during the Optionee's lifetime only by
such Optionee. All Nonqualified Options granted under this Plan shall be
nontransferable, either voluntarily or by operation of law, otherwise than by
will or the laws of descent and distribution, except that a Nonqualified Option

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may be transferred (i) by inter vivos gift or by testamentary transfer to any
spouse, parent, sibling, in-law, child or grandchild of the Optionee, or to a
trust for the benefit of the Optionee or such spouse, parent, sibling, in-law,
child or grandchild of the Optionee, or (ii) in the event that the Options are
issued in the name of a corporation or partnership, to any Affiliate of the
Optionee.

                  6.5 EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.
Except as otherwise determined by the Committee in connection with the grant of
Nonqualified Options, the effect of termination of an Optionee's employment or
other relationship with the Corporation on such Optionee's rights to acquire
Shares pursuant to the Plan shall be as follows:

                           6.5.1 TERMINATION FOR OTHER THAN DISABILITY OR CAUSE.
If an Optionee ceases to be employed by, or ceases to have a relationship with,
the Corporation for any reason other than for disability or cause, such
Optionee's Options shall expire not later than six (6) months thereafter. During
such six (6) month period and prior to the expiration of the Option by its
terms, the Optionee may exercise any Option granted to him, but only to the
extent such Options were exercisable on the date of termination of his
employment or relationship and except as so exercised, such Options shall expire
at the end of such six (6) month period unless such Options by their terms
expire before such date. The decision as to whether a termination for a reason
other than disability, cause or death has occurred shall be made by the
Committee, whose decision shall be final and conclusive, except that employment
shall not be considered terminated in the case of sick leave or other bona fide
leave of absence approved by the Corporation.

                           6.5.2 DISABILITY. If an Optionee ceases to be
employed by, or ceases to have a relationship with, the Corporation by reason of
disability (within the meaning of Code Section 22(e)(3)), such Optionee's
Options shall expire not later than one (1) year thereafter. During such one (1)
year period and prior to the expiration of the Option by its terms, the Optionee
may exercise any Option granted to him, but only to the extent such Options were
exercisable on the date the Optionee ceased to be employed by, or ceased to have
a relationship with, the Corporation by reason of disability and except as so
exercised, such Options shall expire at the end of such one (1) year period
unless such Options by their terms expire before such date. The decision as to
whether a termination by reason of disability has occurred shall be made by the
Committee, whose decision shall be final and conclusive.

                           6.5.3 TERMINATION FOR CAUSE. If an Optionee's
employment by, or relationship with, the Corporation is terminated for cause,
such Optionee's Option shall expire immediately; provided, however, the
Committee may, in its sole discretion, within thirty (30) days of such
termination, waive the expiration of the Option by giving written notice of such
waiver to the Optionee at such Optionee's last known address. In the event of
such waiver, the Optionee may exercise the Option only to such extent, for such
time, and upon such terms and conditions as if such Optionee had ceased to be
employed by, or ceased to have a relationship with, the Corporation upon the
date of such termination for a reason other than disability, cause, or death.
Termination for cause shall include termination for malfeasance or gross
misfeasance in the performance of duties or conviction of illegal activity in
connection therewith or any conduct detrimental to the interests of the
Corporation. The determination of the Committee with respect to whether a
termination for cause has occurred shall be final and conclusive.

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                  6.6 WITHHOLDING OF TAXES. As a condition to the exercise, in
whole or in part, of any Options the Board of Directors may in its sole
discretion require the Optionee to pay, in addition to the purchase price of the
Shares covered by the Option an amount equal to any Federal, state or local
taxes that may be required to be withheld in connection with the exercise of
such Option.
                  6.7 NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP. Nothing
contained in this Plan or in any Option Agreement shall obligate the Corporation
to employ or have another relationship with any Optionee for any period or
interfere in any way with the right of the Corporation to reduce such Optionee's
compensation or to terminate the employment of or relationship with any Optionee
at any time.

                  6.8 TIME OF GRANTING OPTIONS. The time an Option is granted,
sometimes referred to herein as the date of grant, shall be the day the
Corporation executes the Option Agreement; provided, however, that if
appropriate resolutions of the Committee indicate that an Option is to be
granted as of and on some prior or future date, the time such Option is granted
shall be such prior or future date.

                  6.9 PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall be
entitled to the privileges of stock ownership as to any Shares not actually
issued and delivered to such Optionee. No Shares shall be purchased upon the
exercise of any Option unless and until, in the opinion of the Corporation's
counsel, any then applicable requirements of any laws or governmental or
regulatory agencies having jurisdiction and of any exchanges upon which the
stock of the Corporation may be listed shall have been fully complied with.

                  6.10 SECURITIES LAWS COMPLIANCE. The Corporation will
diligently endeavor to comply with all applicable securities laws before any
Options are granted under the Plan and before any Shares are issued pursuant to
Options. Without limiting the generality of the foregoing, the Corporation may
require from the Optionee such investment representation or such agreement, if
any, as counsel for the Corporation may consider necessary or advisable in order
to comply with the Securities Act of 1933 as then in effect, and may require
that the Optionee agree that any sale of the Shares will be made only in such
manner as is permitted by the Committee. The Committee in its discretion may
cause the Shares underlying the Options to be registered under the Securities
Act of 1933, as amended, by the filing of a Form S-8 Registration Statement
covering the Options and Shares underlying such Options. Optionee shall take any
action reasonably requested by the Corporation in connection with registration
or qualification of the Shares under federal or state securities laws.

                  6.11 OPTION AGREEMENT. Each Incentive Stock Option and
Nonqualified Option granted under this Plan shall be evidenced by the
appropriate written Stock Option Agreement ("Option Agreement") executed by the
Corporation and the Optionee in a form substantially the same as the appropriate
form of Option Agreement attached as Exhibit I or II hereto (and made a part
hereof by this reference) and shall contain each of the provisions and
agreements specifically required to be contained therein pursuant to this
Section 6, and such other terms and conditions as are deemed desirable by the
Committee and are not inconsistent with the purpose of the Plan as set forth in
Section 1.

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         7. PLAN AMENDMENT AND TERMINATION.

                  7.1 AUTHORITY OF COMMITTEE. The Committee may at any time
discontinue granting Options under the Plan, grant Nonqualified Options with
terms which vary from those set forth in the Plan, or otherwise suspend, amend
or terminate the Plan and may, with the consent of an Optionee, make such
modification of the terms and conditions of such Optionee's Option as it shall
deem advisable; provided that, except as permitted under the provisions of
Section 5.2, the Committee shall have no authority to make any amendment or
modification to this Plan or any outstanding Option thereunder which would:

                  (i) increase the maximum number of Shares which may be
         purchased pursuant to Options granted under the Plan, either in the
         aggregate or by an Optionee (except pursuant to Section 5.2);

                  (ii) change the designation of the class of the employees
         eligible to receive Incentive Stock Options;

                  (iii) extend the term of the Plan or the maximum Option period
         thereunder;

                  (iv) decrease the minimum Incentive Stock Option price or
         permit reductions of the price at which Shares may be purchased for
         Incentive Stock Options granted under the Plan; or

                  (v) cause Incentive Stock Options issued under the Plan to
         fail to meet the requirements of incentive stock options under Code
         Section 422.

                  An amendment or modification made pursuant to the provisions
of this Section 7 shall be deemed adopted as of the date of the action of the
Committee effecting such amendment or modification and shall be effective
immediately, unless otherwise provided therein, subject to approval thereof (1)
within twelve (12) months before or after the effective date by stockholders of
the Corporation holding not less than a majority vote of the voting power of the
Corporation voting in person or by proxy at a duly held stockholders meeting
when required to maintain or satisfy the requirements of Code Section 422 with
respect to Incentive Stock Options, and (2) by any appropriate governmental
agency. No Option may be granted during any suspension or after termination of
the Plan.

                  7.2 TEN (10) YEAR MAXIMUM TERM. Unless previously terminated
by the Committee, this Plan shall terminate on March 31, 2011 and no Options
shall be granted under the Plan thereafter.

                  7.3 EFFECT ON OUTSTANDING OPTIONS. Amendment, suspension or
termination of this Plan shall not, without the consent of the Optionee, alter
or impair any rights or obligations under any Option theretofore granted.

         8. EFFECTIVE DATE OF PLAN. This Plan shall be effective as of March 29,
2001, the date the Plan was adopted by the Board of Directors, subject to the
approval of the Plan by the affirmative vote of a majority of the issued and
outstanding Shares of common stock and preferred stock of the Corporation

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entitled to vote thereon represented and voting at a duly held meeting at which
a quorum is present within twelve (12) months thereafter. The Committee shall be
authorized and empowered to make grants of Options pursuant to this Plan prior
to such approval of this Plan by the stockholders; provided, however, in such
event the Option grants shall be made subject to the approval of both this Plan
and such Option grants by the stockholders in accordance with the provisions of
this Section 8.

         9. MISCELLANEOUS PROVISIONS.

                  9.1 EXCULPATION AND INDEMNIFICATION. The Corporation shall
indemnify and hold harmless the Committee from and against any and all
liabilities, costs and expenses incurred by such persons as a result of any act,
or omission to act, in connection with the performance of such persons' duties,
responsibilities and obligations under the Plan, other than such liabilities,
costs and expenses as may result from the gross negligence, bad faith, willful
conduct and/or criminal acts of such persons.

                  9.2 GOVERNING LAW. The Plan shall be governed and construed in
accordance with the laws of the State of Delaware and the Code.

                  9.3 COMPLIANCE WITH APPLICABLE LAWS. The inability of the
Corporation to obtain from any regulatory body having jurisdiction authority
deemed by the Corporation's counsel to be necessary to the lawful issuance and
sale of any Shares upon the exercise of an Option shall relieve the Corporation
of any liability in respect of the non-issuance or sale of such Shares as to
which such requisite authority shall not have been obtained.

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                                    EXHIBIT I

                                    [FORM OF]
                        INCENTIVE STOCK OPTION AGREEMENT
                        --------------------------------


         THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is entered into as
of _____________, _______, by and between RETRAC MEDICAL, INC., a Delaware
corporation ("Corporation"), and ____________________________ ("Optionee").

                                 R E C I T A L S
                                 ---------------

         A. On March 29, 2001, the Board of Directors of the Corporation
adopted, subject to the approval of the Corporation's shareholders, Retrac
Medical, Inc.. 2001 Stock Option Plan (the "Plan").

         B. Pursuant to the Plan, on ________________, the members of the Board
of Directors of the Corporation serving on the Committee authorized granting to
Optionee options to purchase shares of the Corporation's common stock ("Shares")
for the term and subject to the terms and conditions hereinafter set forth.

                                A G R E E M E N T
                                -----------------

It is hereby agreed as follows:

         1. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context
otherwise clearly requires, terms with initial capital letters used herein shall
have the meanings assigned to such terms in the Plan.

         2. GRANT OF OPTIONS. The Corporation hereby grants to Optionee, Options
to purchase all or any part of ___________ Shares, upon and subject to the terms
and conditions of the Plan, which is incorporated in full herein by this
reference, and upon the other terms and conditions set forth herein.

         3. OPTION PERIOD. The Options shall be exercisable at any time during
the period commencing on the following dates (subject to the provisions of
Section 17) and expiring on the date __________ (__) years from the date of
grant, unless earlier terminated pursuant to Section 7:

                 [TERMS OF OPTION VESTING TO BE SET FORTH HERE]

         4. METHOD OF EXERCISE. The Options shall be exercisable by Optionee by
giving written notice to the Corporation of the election to purchase and of the
number of Shares Optionee elects to purchase, such notice to be accompanied by
such other executed instruments or documents as may be required by the Committee
pursuant to this Agreement, and unless otherwise directed by the Committee,
Optionee shall at the time of such exercise tender the purchase price of the
Shares he has elected to purchase. An Optionee may purchase less than the total

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number of Shares for which the Option is exercisable, provided that a partial
exercise of an Option may not be for less than ______________ (___________)
Shares. If Optionee shall not purchase all of the Shares which he is entitled to
purchase under the Options, his right to purchase the remaining unpurchased
Shares shall continue until expiration of the Options. The Options shall be
exercisable with respect of whole Shares only, and fractional Share interests
shall be disregarded.

         5. AMOUNT OF PURCHASE PRICE. The purchase price per Share for each
Share which Optionee is entitled to purchase under the Options shall be
$_________ per Share.

         6. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of
exercise of the Options, Optionee shall tender in cash or by certified or bank
cashier's check payable to the Corporation, the purchase price for all Shares
then being purchased. Provided, however, the Board of Directors may, in its sole
discretion, permit payment by the Corporation of the purchase price in whole or
in part with Shares. If the Optionee is so permitted, and the Optionee elects to
make payment with Shares, the Optionee shall deliver to the Corporation
certificates representing the number of Shares in payment for new Shares, duly
endorsed for transfer to the Corporation, together with any written
representations relating to title, liens and encumbrances, securities laws,
rules and regulatory compliance, or other matters, reasonably requested by the
Board of Directors. The value of Shares so tendered shall be their Fair Market
Value Per Share on the date of the Optionee's notice of exercise.

         7. EFFECT OF TERMINATION OF EMPLOYMENT. If an Optionee's employment or
other relationship with the Corporation (or a Subsidiary) terminates, the effect
of the termination on the Optionee's rights to acquire Shares shall be as
follows:

                  7.1 TERMINATION FOR OTHER THAN DISABILITY OR CAUSE. If an
Optionee ceases to be employed by, or ceases to have a relationship with, the
Corporation or a Subsidiary for any reason other than for disability or cause,
such Optionee's Options shall expire not later than six (6) months thereafter.
During such six (6) month period and prior to the expiration of the Option by
its terms, the Optionee may exercise any Option granted to him, but only to the
extent such Options were exercisable on the date of termination of his
employment or relationship and except as so exercised, such Options shall expire
at the end of such six (6) month period unless such Options by their terms
expire before such date. The decision as to whether a termination for a reason
other than disability, cause or death has occurred shall be made by the
Committee, whose decision shall be final and conclusive, except that employment
shall not be considered terminated in the case of sick leave or other bona fide
leave of absence approved by the Corporation.

                  7.2 DISABILITY. If an Optionee ceases to be employed by, or
ceases to have a relationship with, the Corporation or a Subsidiary by reason of
disability (within the meaning of Code Section 22(e)(3)), such Optionee's
Options shall expire not later than one (1) year thereafter. During such one (1)
year period and prior to the expiration of the Option by its terms, the Optionee
may exercise any Option granted to him, but only to the extent such Options were
exercisable on the date the Optionee ceased to be employed by, or ceased to have
a relationship with, the Corporation or Subsidiary by reason of disability. The
decision as to whether a termination by reason of disability has occurred shall
be made by the Committee, whose decision shall be final and conclusive.

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<PAGE>

                  7.3 TERMINATION FOR CAUSE. If an Optionee's employment by, or
relationship with, the Corporation or a Subsidiary is terminated for cause, such
Optionee's Option shall expire immediately; provided, however, the Committee
may, in its sole discretion, within thirty (30) days of such termination, waive
the expiration of the Option by giving written notice of such waiver to the
Optionee at such Optionee's last known address. In the event of such waiver, the
Optionee may exercise the Option only to such extent, for such time, and upon
such terms and conditions as if such Optionee had ceased to be employed by, or
ceased to have a relationship with, the Corporation or a Subsidiary upon the
date of such termination for a reason other than disability, cause or death.
Termination for cause shall include termination for malfeasance or gross
misfeasance in the performance of duties or conviction of illegal activity in
connection therewith or any conduct detrimental to the interests of the
Corporation or a Subsidiary. The determination of the Committee with respect to
whether a termination for cause has occurred shall be final and conclusive.

         8. NONTRANSFERABILITY OF OPTIONS. The Options shall not be
transferable, either voluntarily or by operation of law, otherwise than by will
or the laws of descent and distribution and shall be exercisable during the
Optionee's lifetime only by Optionee.

         9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. As used herein, the term
"Adjustment Event" means an event pursuant to which the outstanding Shares of
the Corporation are increased, decreased or changed into, or exchanged for a
different number or kind of shares or securities, without receipt of
consideration by the Corporation, through reorganization, merger,
recapitalization, reclassification, stock split, reverse stock split, stock
dividend, stock consolidation or otherwise. Upon the occurrence of an Adjustment
Event, (i) appropriate and proportionate adjustments shall be made to the number
and kind and exercise price for the Shares subject to the Options, and (ii)
appropriate amendments to this Agreement shall be executed by the Corporation
and Optionee if the Committee determines that such an amendment is necessary or
desirable to reflect such adjustments. If determined by the Committee to be
appropriate, in the event of an Adjustment Event which involves the substitution
of securities of a corporation other than the Corporation, the Committee shall
make arrangements for the assumptions by such other corporation of the Options.
Notwithstanding the foregoing, any such adjustment to the Options shall be made
without change in the total exercise price applicable to the unexercised portion
of the Options, but with an appropriate adjustment to the number of Shares, kind
of Shares and exercise price for each Share subject to the Options. The
determination by the Committee as to what adjustments, amendments or
arrangements shall be made pursuant to this Section 10, and the extent thereof,
shall be final and conclusive. No fractional Shares shall be issued on account
of any such adjustment or arrangement.

         10. NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP. Nothing
contained in this Agreement shall obligate the Corporation to employ or have
another relationship with Optionee for any period or interfere in any way with
the right of the Corporation to reduce Optionee's compensation or to terminate
the employment of or relationship with Optionee at any time.

                                      I-3
<PAGE>

         11. TIME OF GRANTING OPTIONS. The time the Options shall be deemed
granted, sometimes referred to herein as the "date of grant," shall be
_________.

         12. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not be entitled to
the privileges of stock ownership as to any Shares not actually issued and
delivered to Optionee. No Shares shall be purchased upon the exercise of any
Options unless and until, in the opinion of the Corporation's counsel, any then
applicable requirements of any laws, or governmental or regulatory agencies
having jurisdiction, and of any exchanges upon which the stock of the
Corporation may be listed shall have been fully complied with.

         13. SECURITIES LAWS COMPLIANCE. The Corporation will diligently
endeavor to comply with all applicable securities laws before any Shares are
issued pursuant to the Options. Without limiting the generality of the
foregoing, the Corporation may require from the Optionee such investment
representation or such agreement, if any, as counsel for the Corporation may
consider necessary in order to comply with the Securities Act of 1933 as then in
effect, and may require that the Optionee agree that any sale of the Shares will
be made only in such manner as is permitted by the Committee. The Committee may
in its discretion cause the Shares underlying the Options to be registered under
the Securities Act of 1933, as amended, by filing a Form S-8 Registration
Statement covering the Options and the Shares underlying the Options. Optionee
shall take any action reasonably requested by the Corporation in connection with
registration or qualification of the Shares under federal or state securities
laws.

         14. INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS. The Options granted
herein are intended to be "incentive stock options" to which Sections 421 and
422 of the Internal Revenue Code of 1986, as amended from time to time ("Code")
apply, and shall be construed to implement that intent. If all or any part of
the Options shall not be subject to Sections 421 and 422 of the Code, the
Options shall nevertheless be valid and carried into effect.

         15. PLAN CONTROLS. The Options shall be subject to and governed by the
provisions of the Plan. All determinations and interpretations of the Plan made
by the Committee shall be final and conclusive.

         16. SHARES SUBJECT TO LEGEND. If deemed necessary by the Corporation's
counsel, all certificates issued to represent Shares purchased upon exercise of
the Options shall bear such appropriate legend conditions as counsel for the
Corporation shall require.

         17. CONDITIONS TO OPTIONS.

                  17.1 COMPLIANCE WITH APPLICABLE LAWS. The Corporation's
obligation to issue Shares of its common stock upon exercise of the Options is
expressly conditioned upon the completion by the Corporation of any registration
or other qualification of such Shares under any state and/or Federal law or
rulings or regulations of any governmental regulatory body, or the making of
such investment representations or other representations and undertakings by the
Optionee or any person entitled to exercise the Option in order to comply with
the requirements of any exemption from any such registration or other
qualification of such Shares which the Committee shall, in its sole discretion,
deem necessary or advisable. Such required representations and undertakings may
include representations and agreements that the Optionee or any person entitled
to exercise the Option (i) is not purchasing such Shares for distribution and
(ii) agrees to have placed upon the face and reverse of any certificates a
legend setting forth any representations and undertakings which have been given
to the Committee or a reference thereto.

                                      I-4
<PAGE>

                  17.2 SHAREHOLDER APPROVAL OF PLAN. If the Options granted
hereby are granted prior to approval of the Plan by the shareholders of the
Corporation pursuant to Section 8 of the Plan, the grant of the Options made
hereby is expressly conditioned upon and such Options shall not be exercisable
until the approval of the Plan by the shareholders of the Corporation in
accordance with the provisions of Section 8 of the Plan.

                  17.3 MAXIMUM EXERCISE PERIOD. Notwithstanding any provision of
this Agreement to the contrary, the Options shall expire no later than ten (10)
years from the date hereof or five (5) years if, as of the date hereof, the
Optionee owns or is considered to own by reason of Code Section 425(d) more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Corporation or any Subsidiary or parent corporation of the Corporation.

         18. MISCELLANEOUS.

                  18.1 BINDING EFFECT. This Agreement shall bind and inure to
the benefit of the successors, assigns, transferees, agents, personal
representatives, heirs and legatees of the respective parties.

                  18.2 FURTHER ACTS. Each party agrees to perform any further
acts and execute and deliver any documents which may be necessary to carry out
the provisions of this Agreement.

                  18.3 AMENDMENT. This Agreement may be amended at any time by
the written agreement of the Corporation and the Optionee.

                  18.4 SYNTAX. Throughout this Agreement, whenever the context
so requires, the singular shall include the plural, and the masculine gender
shall include the feminine and neuter genders. The headings and captions of the
various Sections hereof are for convenience only and they shall not limit,
expand or otherwise affect the construction or interpretation of this Agreement.

                  18.5 CHOICE OF LAW. The parties hereby agree that this
Agreement has been executed and delivered in the State of California and shall
be construed, enforced and governed by the laws thereof. This Agreement is in
all respects intended by each party hereto to be deemed and construed to have
been jointly prepared by the parties and the parties hereby expressly agree that
any uncertainty or ambiguity existing herein shall not be interpreted against
either of them.

                  18.6 SEVERABILITY. In the event that any provision of this
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.

                  18.7 NOTICES. All notices and demands between the parties
hereto shall be in writing and shall be served either by registered or certified
mail, and such notices or demands shall be deemed given and made forty-eight
(48) hours after the deposit thereof in the United States mail, postage prepaid,

                                      I-5
<PAGE>

addressed to the party to whom such notice or demand is to be given or made, and
the issuance of the registered receipt therefor. If served by telegraph, such
notice or demand shall be deemed given and made at the time the telegraph agency
shall confirm to the sender, delivery thereof to the addressee. All notices and
demands to Optionee or the Corporation may be given to them at the following
addresses:

If to Optionee:            ____________________________
                           ____________________________
                           ____________________________


If to Corporation:         Retrac Medical, Inc.
                           ____________________________
                           ____________________________

Such parties may designate in writing from time to time such other place or
places that such notices and demands may be given.

                  18.8 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof,
this Agreement supersedes all prior and contemporaneous agreements and
understandings of the parties, and there are no warranties, representations or
other agreements between the parties in connection with the subject matter
hereof except as set forth or referred to herein. No supplement, modification or
waiver or termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the provisions of
this Agreement shall constitute a waiver of any other provision hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.

                  18.9 ATTORNEYS' FEES. In the event that any party to this
Agreement institutes any action or proceeding, including, but not limited to,
litigation or arbitration, to preserve, to protect or to enforce any right or
benefit created by or granted under this Agreement, the prevailing party in each
respective such action or proceeding shall be entitled, in addition to any and
all other relief granted by a court or other tribunal or body, as may be
appropriate, to an award in such action or proceeding of that sum of money which
represents the attorneys' fees reasonably incurred by the prevailing party
therein in filing or otherwise instituting and in prosecuting or otherwise
pursuing or defending such action or proceeding, and, additionally, the
attorneys' fees reasonably incurred by such prevailing party in negotiating any
and all matters underlying such action or proceeding and in preparation for
instituting or defending such action or proceeding.

         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first set forth above.

                                                      "CORPORATION"

                                                      RETRAC MEDICAL, INC.,
                                                      a Delaware corporation


                                                      By:
                                                          ----------------------

                                                      "OPTIONEE"

                                      I-6
<PAGE>

                                   EXHIBIT II

                                    [FORM OF]
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                      ------------------------------------


         THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into
as of _________________, _______, by and between RETRAC MEDICAL, INC., a
Delaware corporation ("Corporation"), and _______________ ("Optionee").

                                 R E C I T A L S
                                 ---------------

         A. On March 29, 2001, the Board of Directors of the Corporation
adopted, subject to the approval of the Corporation's shareholders, the Retrac
Medical, Inc. 2001 Stock Option Plan (the "Plan").

         B. Pursuant to the Plan, on ___________, the members of the Board of
Directors of the Corporation serving on the Committee authorized granting to
Optionee options to purchase shares of the common stock of the Corporation
("Shares") for the term and subject to the terms and conditions hereinafter set
forth.

                                A G R E E M E N T
                                -----------------

         It is hereby agreed as follows:

         1. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context
otherwise clearly requires, terms with initial capital letters used herein shall
have the meanings assigned to such terms in the Plan.

         2. GRANT OF OPTIONS. The Corporation hereby grants to Optionee, Options
to purchase all or any part of ____________ Shares, upon and subject to the
terms and conditions of the Plan, which is incorporated in full herein by this
reference, and upon the other terms and conditions set forth herein.

         3. OPTION PERIOD. The Options shall be exercisable at any time during
the period commencing on the following dates (subject to the provisions of
Section 17) and expiring on the date ________ (__) years from the date of grant,
unless earlier terminated pursuant to Section 7:

       NUMBER OF OPTIONS                           DATE FIRST EXERCISABLE
       -----------------                           ----------------------

                 [TERMS OF OPTION VESTING TO BE SET FORTH HERE]

         4. METHOD OF EXERCISE. The Options shall be exercisable by Optionee by
giving written notice to the Corporation of the election to purchase and of the
number of Shares Optionee elects to purchase, such notice to be accompanied by
such other executed instruments or documents as may be required by the Committee
pursuant to this Agreement, and unless otherwise directed by the Committee,
Optionee shall at the time of such exercise tender the purchase price of the
Shares he has elected to purchase. An Optionee may purchase less than the total

                                      II-1
<PAGE>

number of Shares for which the Option is exercisable, provided that a partial
exercise of an Option may not be for less than ( ) Shares. If Optionee shall not
purchase all of the Shares which he is entitled to purchase under the Options,
his right to purchase the remaining unpurchased Shares shall continue until
expiration of the Options. The Options shall be exercisable with respect of
whole Shares only, and fractional Share interests shall be disregarded.

         5. AMOUNT OF PURCHASE PRICE. The purchase price per Share for each
Share which Optionee is entitled to purchase under the Options shall be $______
per Share.

         6. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of
exercise of the Options, Optionee shall tender in cash or by certified or bank
cashier's check payable to the Corporation, the purchase price for all Shares
then being purchased. Provided, however, the Board of Directors may, in its sole
discretion, permit payment by the Corporation of the purchase price in whole or
in part with Shares. If the Optionee is so permitted, and the Optionee elects to
make payment with Shares, the Optionee shall deliver to the Corporation
certificates representing the number of Shares in payment for new Shares, duly
endorsed for transfer to the Corporation, together with any written
representations relating to title, liens and encumbrances, securities laws,
rules and regulatory compliance, or other matters, reasonably requested by the
Board of Directors. The value of Shares so tendered shall be their Fair Market
Value Per Share on the date of the Optionee's notice of exercise.

         7. EFFECT OF TERMINATION OF RELATIONSHIP OR DEATH. If Optionee's
relationship with the Corporation as an employee terminates (whether voluntarily
or involuntarily because he is not re-elected by the shareholders), or if
Optionee dies, all Options which have previously vested shall expire six (6)
months thereafter. All unvested Options shall lapse and automatically expire.
During such six (6) month period (or such shorter period prior to the expiration
of the Option by its own terms), such Options may be exercised by the Optionee,
his executor or administrator or the person or persons to whom the Option is
transferred by will or the applicable laws of descent and distribution, as the
case may be, but only to the extent such Options were exercisable on the date
Optionee ceased to have a relationship with the Corporation as a director or
died.

         8. NONTRANSFERABILITY OF OPTIONS. The Options shall not be
transferable, either voluntarily or by operation of law, otherwise than by will
or the laws of descent and distribution and shall be exercisable during the
Optionee's lifetime only by Optionee, except that the Options may be transferred
(i) by inter vivos gift or by testamentary transfer to any spouse, parent,
sibling, in-law, child or grandchild of the Optionee, or to a trust for the
benefit of the Optionee or such spouse, parent, sibling, in-law, child or
grandchild of the Optionee, or (ii) in the event that the Options are issued in
the name of a corporation or partnership, to any Affiliate of the Optionee.

         9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. As used herein, the term
"Adjustment Event" means an event pursuant to which the outstanding Shares of
the Corporation are increased, decreased or changed into, or exchanged for a
different number or kind of shares or securities, without receipt of
consideration by the Corporation, through reorganization, merger,
recapitalization, reclassification, stock split, reverse stock split, stock

                                      II-2
<PAGE>

dividend, stock consolidation or otherwise. Upon the occurrence of an Adjustment
Event, (i) appropriate and proportionate adjustments shall be made to the number
and kind and exercise price for the Shares subject to the Options, and (ii)
appropriate amendments to this Agreement shall be executed by the Corporation
and Optionee if the Committee determines that such an amendment is necessary or
desirable to reflect such adjustments. If determined by the Committee to be
appropriate, in the event of an Adjustment Event which involves the substitution
of securities of a corporation other than the Corporation, the Committee shall
make arrangements for the assumptions by such other corporation of the Options.
Notwithstanding the foregoing, any such adjustment to the Options shall be made
without change in the total exercise price applicable to the unexercised portion
of the Options, but with an appropriate adjustment to the number of Shares, kind
of Shares and exercise price for each Share subject to the Options. The
determination by the Committee as to what adjustments, amendments or
arrangements shall be made pursuant to this Section 10, and the extent thereof,
shall be final and conclusive. No fractional Shares shall be issued on account
of any such adjustment or arrangement.

         10. NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP. Nothing
contained in this Agreement shall obligate the Corporation to employ or have
another relationship with Optionee for any period or interfere in any way with
the right of the Corporation to reduce Optionee's compensation or to terminate
the employment of or relationship with Optionee at any time.

         11. TIME OF GRANTING OPTIONS. The time the Options shall be deemed
granted, sometimes referred to herein as the "date of grant," shall be
___________________.

         12. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not be entitled to
the privileges of stock ownership as to any Shares not actually issued and
delivered to Optionee. No Shares shall be purchased upon the exercise of any
Options unless and until, in the opinion of the Corporation's counsel, any then
applicable requirements of any laws, or governmental or regulatory agencies
having jurisdiction, and of any exchanges upon which the stock of the
Corporation may be listed shall have been fully complied with.

         13. SECURITIES LAWS COMPLIANCE. The Corporation will diligently
endeavor to comply with all applicable securities laws before any stock is
issued pursuant to the Options. Without limiting the generality of the
foregoing, the Corporation may require from the Optionee such investment
representation or such agreement, if any, as counsel for the Corporation may
consider necessary in order to comply with the Securities Act of 1933 as then in
effect, and may require that the Optionee agree that any sale of the Shares will
be made only in such manner as is permitted by the Committee. The Committee may
in its discretion cause the Shares underlying the Options to be registered under
the Securities Act of 1933, as amended, by filing a Form S-8 Registration
Statement covering the Options and the Shares underlying the Options. Optionee
shall take any action reasonably requested by the Corporation in connection with
registration or qualification of the Shares under federal or state securities
laws.

         14. INTENDED TREATMENT AS NON-QUALIFIED STOCK OPTIONS. The Options
granted herein are intended to be non-qualified stock options described in U.S.
Treasury Regulation ("Treas. Reg.")ss.1.83-7 to which Sections 421 and 422 of
the Internal Revenue Code of 1986, as amended from time to time ("Code") do not

                                      II-3
<PAGE>

apply, and shall be construed to implement that intent. If all or any part of
the Options shall not be described in Treas. Reg.ss.1.83-7 or be subject to
Sections 421 and 422 of the Code, the Options shall nevertheless be valid and
carried into effect.

         15. PLAN CONTROLS. The Options shall be subject to and governed by the
provisions of the Plan. All determinations and interpretations of the Plan made
by the Committee shall be final and conclusive.

         16. SHARES SUBJECT TO LEGEND. If deemed necessary by the Corporation's
counsel, all certificates issued to represent Shares purchased upon exercise of
the Options shall bear such appropriate legend conditions as counsel for the
Corporation shall require.

         17. CONDITIONS TO OPTIONS.

                  17.1 COMPLIANCE WITH APPLICABLE LAWS. The Corporation's
obligation to issue Shares upon exercise of the Options is expressly conditioned
upon the completion by the Corporation of any registration or other
qualification of such Shares under any state and/or Federal law or rulings or
regulations of any governmental regulatory body, or the making of such
investment representations or other representations and undertakings by the
Optionee or any person entitled to exercise the Option in order to comply with
the requirements of any exemption from any such registration or other
qualification of such Shares which the Committee shall, in its sole discretion,
deem necessary or advisable. Such required representations and undertakings may
include representations and agreements that the Optionee or any person entitled
to exercise the Option (i) is not purchasing such Shares for distribution and
(ii) agrees to have placed upon the face and reverse of any certificates a
legend setting forth any representations and undertakings which have been given
to the Committee or a reference thereto.

                  17.2 SHAREHOLDER APPROVAL OF PLAN. If the Options granted
hereby are granted prior to approval of the Plan by the shareholders of the
Corporation pursuant to Section 8 of the Plan, the grant of the Options made
hereby is expressly conditioned upon and such Options shall not be exercisable
until the approval of the Plan by the shareholders of the Corporation in
accordance with the provisions of Section 8 of the Plan.

         18. MISCELLANEOUS.

                  18.1 BINDING EFFECT. This Agreement shall bind and inure to
the benefit of the successors, assigns, transferees, agents, personal
representatives, heirs and legatees of the respective parties.

                  18.2 FURTHER ACTS. Each party agrees to perform any further
acts and execute and deliver any documents which may be necessary to carry out
the provisions of this Agreement.

                  18.3 AMENDMENT. This Agreement may be amended at any time by
the written agreement of the Corporation and the Optionee.

                                      II-4
<PAGE>

                  18.4 SYNTAX. Throughout this Agreement, whenever the context
so requires, the singular shall include the plural, and the masculine gender
shall include the feminine and neuter genders. The headings and captions of the
various Sections hereof are for convenience only and they shall not limit,
expand or otherwise affect the construction or interpretation of this Agreement.

                  18.5 CHOICE OF LAW. The parties hereby agree that this
Agreement has been executed and delivered in the State of California and shall
be construed, enforced and governed by the laws thereof. This Agreement is in
all respects intended by each party hereto to be deemed and construed to have
been jointly prepared by the parties and the parties hereby expressly agree that
any uncertainty or ambiguity existing herein shall not be interpreted against
either of them.

                  18.6 SEVERABILITY. In the event that any provision of this
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.

                  18.7 NOTICES. All notices and demands between the parties
hereto shall be in writing and shall be served either by registered or certified
mail, and such notices or demands shall be deemed given and made forty-eight
(48) hours after the deposit thereof in the United States mail, postage prepaid,
addressed to the party to whom such notice or demand is to be given or made, and
the issuance of the registered receipt therefor. If served by telegraph, such
notice or demand shall be deemed given and made at the time the telegraph agency
shall confirm to the sender, delivery thereof to the addressee. All notices and
demands to Optionee or the Corporation may be given to them at the following
addresses:

         If to Optionee:   _________________________
                           _________________________
                           _________________________

         If to Corporation: Retrac Medical, Inc.
                           _________________________
                           _________________________

Such parties may designate in writing from time to time such other place or
places that such notices and demands may be given.

                  18.8 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof,
this Agreement supersedes all prior and contemporaneous agreements and
understandings of the parties, and there are no warranties, representations or
other agreements between the parties in connection with the subject matter
hereof except as set forth or referred to herein. No supplement, modification or
waiver or termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the provisions of
this Agreement shall constitute a waiver of any other provision hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.

                                      II-5
<PAGE>

                  18.9 ATTORNEYS' FEES. In the event that any party to this
Agreement institutes any action or proceeding, including, but not limited to,
litigation or arbitration, to preserve, to protect or to enforce any right or
benefit created by or granted under this Agreement, the prevailing party in each
respective such action or proceeding shall be entitled, in addition to any and
all other relief granted by a court or other tribunal or body, as may be
appropriate, to an award in such action or proceeding of that sum of money which
represents the attorneys' fees reasonably incurred by the prevailing party
therein in filing or otherwise instituting and in prosecuting or otherwise
pursuing or defending such action or proceeding, and, additionally, the
attorneys' fees reasonably incurred by such prevailing party in negotiating any
and all matters underlying such action or proceeding and in preparation for
instituting or defending such action or proceeding.

         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first set forth above.

                                                  "CORPORATION"

                                                  Retrac Medical, Inc.,
                                                  a Delaware corporation


                                                  By:
                                                     ---------------------------

                                                  "OPTIONEE"

                                      II-6