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                                                                   Exhibit 10.50

                               i-STAT CORPORATION
                              EQUITY INCENTIVE PLAN


1. Purpose.

                  The purpose of this plan (the "Plan") is to secure for i-STAT
Corporation (the "Company") and its stockholders the benefits arising from
capital stock ownership by employees and members of the Board of Directors of,
and consultants and advisors to, the Company and its parent and subsidiary
corporations, if any, who are expected to contribute to the Company's future
growth and success.

2. Types of Awards and Administration.

                  (a) Types of Awards. Awards pursuant to the Plan shall be
authorized by action of the Board of Directors of the Company (or a Committee
designated by the Board of Directors) and may be (i) incentive stock options
("Incentive Stock Options") meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"),(ii) non-statutory
options which are not intended to meet the requirements of Code Section 422
("Non- Statutory Stock Options" and, together with Incentive Stock Options,
"Options"), or (iii) shares of the Company's Common Stock, par value $.15 per
share ("Common Stock"), awarded pursuant to the provisions of Section 8 of the
Plan ("Restricted Shares" and, together with "Options", "Awards").

                  (b) Administration. The Plan will be administered by the Board
of Directors of the Company, whose construction and interpretation of the terms
and provisions of the Plan shall be final and conclusive. The Board of Directors
may in its sole discretion make Awards and authorize the Company to issue shares
of Common Stock
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pursuant to such Awards, as provided in, and subject to the terms and conditions
of, the Plan. The Board shall have authority, subject to the express provisions
of the Plan, to construe the Plan and the respective written agreements setting
forth the terms and conditions of an Award (each, an "Award Agreement"), to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of Award Agreements, which need not be
identical, to advance the lapse of any waiting, forfeiture or installment
periods and exercise dates, and to make all other determinations in the judgment
of the Board of Directors necessary or desirable for the administration of the
Plan. Without limitation of any of the foregoing, the Board of Directors may
determine the extent to which any waiting, forfeiture, installment or
exercisability period applicable to any Award shall be affected by the cessation
of the Award recipient's employment or service with the Company or any Parent
Corporation or Subsidiary (each as defined in Section 19 hereof). The Board of
Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award Agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. No director shall be liable for any
action or determination taken or made in good faith under or with respect to the
Plan or any Award.

                  (c) Delegation of Authority. The Board of Directors may, to
the full extent permitted by law, delegate any or all of its powers under the
Plan to a committee (the "Committee") of two or more directors each of whom is a
Non- Employee Director (as hereinafter defined), and if the Committee is so
appointed all references to the Board of Directors in the Plan shall mean and
relate to such Committee. For the purposes of the Plan, a director or member of
such Committee shall be deemed to be a "Non- Employee Director" only if such
person qualifies as a "Non- Employee Director" within the meaning of paragraph
(b)(3) of



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Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or any successor rule.

                  (d) Limitation on Options Granted in Any Twelve Months. No
individual may be granted, in any twelve-month period, Options under the Plan
which are exercisable with respect to more than 200,000 shares of Common Stock.

3. Eligibility.

                  Awards shall be made only to persons who are, at the time of
grant, officers, employees or directors of, or consultants or advisors to,
(provided, in the case of Incentive Stock Options, such directors or officers
are then also employees of) the Company or any Parent Corporation or Subsidiary.
A person who has been granted an Award may, if he or she is otherwise eligible,
be granted an additional Award or Awards if the Board of Directors shall so
determine.

4. Stock Subject to Plan.

                  Subject to adjustment as provided in Sections 11 and 12 below,
the maximum number of shares of Common Stock of the Company which may be issued
and sold pursuant to Awards made under the Plan is 2,300,000 shares. Such shares
may be authorized and unissued shares or may be shares issued and thereafter
acquired by the Company. If either (i) Restricted Shares are forfeited following
their award under the Plan, or (ii) Options granted under the Plan are canceled,
or expire or terminate for any reason without having been exercised in full, the
forfeited Restricted Shares, or the unpurchased shares subject to any such
Option, as the case may be, shall again be available for subsequent Awards under
the Plan. Restricted Shares, Options and shares of Common Stock issuable upon
exercise of Options granted under the Plan may be subject to transfer
restrictions, repurchase rights or other restrictions as shall be determined by
the Board of Directors.



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5. Award Agreements.

                  As a condition to the grant of an Award under the Plan, each
recipient of an Award shall sign an Award Agreement not inconsistent with the
Plan in such form, and providing for such terms and conditions, as the Board of
Directors shall determine at the time such Award is authorized to be granted.
Such Award Agreements need not be identical but shall comply with, and be
subject to, the terms and conditions set forth herein.


6. Options Generally.

                  (a) Purchase Price. The purchase price per share of Common
Stock deliverable upon the exercise of an Option (hereinafter sometimes referred
to as the "exercise price") shall be not less than the fair market value of the
Common Stock as determined by the Board of Directors on the date such Option is
authorized to be granted. The "fair market value" of the Common Stock on any
date (the "Value Date") shall mean (i) the closing price of the Common Stock, as
reported on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or, if the Common Stock is listed on a stock exchange, the
principal stock exchange on which the Common Stock is listed, on the last
trading day prior to the Value Date for which a closing price is available, or
(ii) if the Board of Directors determines, in the exercise of its business
judgment, that such closing price does not properly reflect the fair market
value of the Common Stock on the Value Date, then such other price as may then
be determined in good faith by the Board of Directors. If the Common Stock is
not reported on NASDAQ or listed on any stock exchange, then the "fair market
value" shall be determined in good faith by the Board of Directors.

                  (b)      Payment of Exercise Price.  Payment of the exercise
price of an Option shall be in cash or, in the sole



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discretion of the Board of Directors, in capital stock of the Company, by the
surrender of other options to purchase capital stock of the Company or by any
other lawful means. The Company may, in its sole discretion, make loans to an
Option holder in an amount equal to all or part of the exercise price of Options
held by such Option holder; provided, that the grant of a loan on any occasion
to one or more Option holder(s) shall not obligate the Company to grant loans on
any other occasion or to such or any other Option holder.

                  (c) Option Term. Each Option and all rights thereunder shall
expire on such date as the Board of Directors shall determine on the date such
Option is authorized to be granted, but in no event may any Option remain in
effect after the expiration of ten years from the day on which such Option is
granted (or five years in the case of Options described in paragraph (b) of
Section 7), and such Option shall be subject to earlier termination as provided
in the Plan. Notwithstanding the foregoing, except as provided under or pursuant
to the Code with respect to Incentive Stock Options, if at any time during the
last six (6) months of the term of any Option granted under the Plan, the holder
thereof is precluded from selling shares of Common Stock underlying such Option
solely by reason of the application to such holder of the Company's "Policy
Regarding Confidential Information" (or similar successor policy), the term of
such Option shall be deemed automatically extended by a period equal to six (6)
months beginning with the first day during which such Option holder shall no
longer be so precluded.

                  (d) Exercise of Options. Each Option granted under the Plan
shall be exercisable either in full or in installments at such time or times and
during such period as shall be set forth in the Award Agreement evidencing such
Option; provided, however, that, subject to the exception set forth in paragraph
(c) above, (i) no Option granted under the Plan shall have a term in excess of
ten years from



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the date of grant (or five years in the case of Options described in paragraph
(b) of Section 7), and (ii) the periods of time following an Option holder's
cessation of employment with the Company or service as an Outside Director (as
defined in Section 9 hereof) of or consultant or advisor to the Company, or
following an Option holder's death or disability, during which an Option may be
exercised, as provided in paragraph (f) below, shall not be included for
purposes of determining the number of shares of Common Stock with respect to
which such Option may be exercised.

                  (e) Rights as a Stockholder. The holder of an Option shall
have no rights as a stockholder with respect to any shares covered by the Option
until the date of issue of a stock certificate to him or her for such shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate is issued.

                  (f) Effect of Termination of Service. Notwithstanding anything
contained in this Plan to the contrary, no Option may be exercised unless, at
the time of such exercise, the recipient is, and has been continuously since the
date of grant of his or her Option, employed by, or serving as an Outside
Director, consultant or advisor to one or more of the Company, a Parent
Corporation or a Subsidiary, except that if and to the extent the applicable
Award Agreement so provides:

                           (i)  the Option may be exercised within the period of
three months after the date the holder thereof ceases to be employed by or to
serve as an Outside Director of or consultant or advisor to any of the foregoing
entities (or within such lesser period as may be specified in the Award
Agreement) for any reason other than death or disability;




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                           (ii)  if the holder thereof dies while in the employ
of, or serving as an Outside Director of or consultant or advisor to, the
Company, a Parent Corporation or a Subsidiary or within three months after such
holder ceases to be such an employee, Outside Director, consultant or advisor,
the Option may be exercised by the person to whom it is transferred by will or
the laws of descent and distribution within the period of one year after the
date of death (or within such lesser period as may be specified in the Award
Agreement); and

                           (iii)  if the holder thereof becomes disabled (within
the meaning of Section 22(e)(3) of the Code) while in the employ of or serving
as an Outside Director of or consultant or advisor to the Company, a Parent
Corporation or a Subsidiary, the Option may be exercised within the period of
one year after the date such holder ceases to be an employee or Outside Director
of, or consultant or advisor to, any of the foregoing entities because of such
disability (or within such lesser period as may be specified in the Award
Agreement); provided, however, that in no event may any Option be exercised
after the expiration date of the Option, except to the extent provided in
paragraph (c) above.

                  (g) Transfer Restrictions. Except as otherwise approved by the
Board of Directors, during the life of the holder thereof an Option shall be
exercisable only by or on behalf of such person and no Option granted under the
Plan shall be assignable or transferable by the person to whom it is granted,
either voluntarily or by operation of law, except by will or the laws of descent
and distribution.

                  (h) Other Awards.  Awards of Options may be made alone, in
addition to or in tandem with Awards of Restricted Shares under the Plan.

7. Incentive Stock Options.




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                  Options granted under the Plan which are intended to be
Incentive Stock Options shall be specifically designated as Incentive Stock
Options and shall be subject to the following additional terms and conditions:

                  (a) Dollar Limitation. The aggregate fair market value
(determined as of the respective date or dates of the grant) of the Common Stock
with respect to which Incentive Stock Options granted to any employee under the
Plan (and under any other incentive stock option plans of the Company, and any
Parent Corporation and Subsidiary) are exercisable for the first time shall not
exceed $100,000 in any one calendar year. In the event that Section 422 of the
Code is amended to alter the limitation set forth therein so that following such
amendment such limitation shall differ from the limitation set forth in this
paragraph (a), the limitation of this paragraph (a) shall be automatically
adjusted accordingly.

                  (b) 10% Stockholder. If any employee to whom an Incentive
Stock Option is to be granted under the Plan is at the time of the grant of such
Option the owner of stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Parent Corporation or any
Subsidiary, then the following special provisions shall be applicable to the
Incentive Stock Option granted to such individual:

                  (i) the purchase price per share of the Common Stock subject
         to such Incentive Stock Option shall not be less than 110% of the fair
         market value thereof at the time of grant; and

                  (ii) the exercise period of such Incentive Stock Option shall
         not exceed five years from the date of grant.

Except as modified by the preceding provisions of this Section 7, all the
provisions of the Plan applicable to



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Options generally shall be applicable to Incentive Stock Options granted
hereunder.

8. Restricted Shares.

                  (a) Awards of Shares. Awards of Restricted Shares may be made
under the Plan on such terms and conditions as the Board of Directors may from
time to time approve. Awards of Restricted Shares may be made alone, in addition
to or in tandem with Awards of Options under the Plan. Subject to the terms of
the Plan, the Board of Directors shall determine the number of Restricted Shares
to be awarded to each recipient and the Board of Directors may impose different
terms and conditions on a Restricted Share Award than on any other Award made to
the same recipient or other Award recipients. Each recipient of Restricted
Shares shall, except in the circumstances described in paragraph (b) below, be
issued one or more stock certificates evidencing such Restricted Shares. Each
such certificate shall be registered in the name of such recipient, and shall
bear an appropriate legend referring to the terms and conditions applicable to
the Restricted Shares evidenced thereby.

                  (b) Forfeiture of Restricted Shares. In making an Award of
Restricted Shares, the Board of Directors may impose a requirement that the
recipient must remain in the employment or service (including service as an
Outside Director, advisor or consultant) of the Company or any Parent
Corporation or Subsidiary (as defined in Section 15 hereof) for a specified
minimum period of time, or else forfeit all or a portion of such Restricted
Shares. In such case, the certificate(s) evidencing the Restricted Shares shall
be held in custody by the Company until such Shares are no longer subject to
forfeiture.

                  (c) Rights as a Stockholder; Stock Dividends. Subject to any
restrictions set forth in the applicable Award Agreement, a recipient of
Restricted Shares shall have



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voting, dividend and all other rights of a stockholder of the Company as of the
date such Shares are issued and registered in recipient's name (whether or not
certificates evidencing such Shares are delivered to such recipient). Subject to
any restrictions set forth in the applicable Award Agreement, stock dividends
issued with respect to Restricted Shares shall be treated as additional
Restricted Shares under the applicable Award Agreement and shall be subject to
the same terms and conditions that apply to the Restricted Shares with respect
to which such dividends are issued.


9.       Annual Automatic Grants of Options to Outside Directors.

                  (a) Annual Automatic Grants of Options to Outside Directors.
Each director of the Company who is not an employee of the Company or of any
Parent Corporation or Subsidiary (each, an "Outside Director") shall be granted
under the Plan (i) on the date of his or her first election to the Board of
Directors of the Company, Non-Statutory Options to purchase up to 20,000 shares
of Common Stock and (ii) on the date of each annual meeting of the Company's
stockholders at which such Outside Director is re-elected to the Board of
Directors, Non-Statutory Options to purchase up to 5,000 shares of Common Stock.

                  (b) Additional Automatic Grants of Options to Outside Director
Serving as Chairman of the Board of Directors. An Outside Director first elected
as Chairman of the Board of Directors (the "Chairman") shall be granted under
the Plan (i) on the date of his or her first election as Chairman, Non-Statutory
Options to purchase up to 5,000 shares of Common Stock and (ii) on each date
following his or her re-election by the stockholders of the Company as an
Outside Director on which he or she is re-elected by the Board of Directors as
Chairman, Non-Statutory Options to purchase up to 7,000 shares of Common Stock.
All Options



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granted pursuant to this paragraph shall be in addition to Options granted
pursuant to paragraph (a) above.

                  (c) Terms and Conditions of Options. Any Option granted to an
Outside Director pursuant to this Section 9 shall be exercisable over a three
year period with respect to the following percentages of the number of shares
originally underlying such Option: (i) 50% after the first anniversary of the
date of grant; and (ii) an additional 25% after each of the second and third
anniversaries of the date of grant, in each case at an exercise price equal to
the fair market value of such Common Stock, as defined in Section 6 above, on
the date of grant. Each such Option shall expire ten years after the date of
grant and shall be subject to earlier termination as provided in the Plan.

Notwithstanding the foregoing, if at any time during the last six (6) months of
the term of any Option granted pursuant to this Section 9, the holder thereof is
precluded from selling shares of Common Stock underlying such Option solely by
reason of the application to such Outside Director of the Company's "Policy
Regarding Confidential Information and Insider Trading" (or any similar
successor policy), the term of such Option shall be deemed automatically
extended by a period equal to six (6) months beginning with the first day during
which such Outside Director shall no longer be so precluded.

                  (d) Plan Applicable. Except as modified by the preceding
provisions of this Section 9, Options granted to Outside Directors shall remain
subject to all provisions of the Plan applicable to Options generally.

10. General Award Restrictions.

                  (a)      Investment Representations.  The Company may require
any person to whom an Award is made, as a condition of such Award, to give
written assurances in substance and form satisfactory to the Company to the
effect that such



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person is acquiring the Common Stock subject to the Award for his or her own
account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with applicable Federal and State
securities laws.

                  (b) Special Conditions to Issuance of Shares. Each Award shall
be subject to the requirement that, if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such Award upon any securities exchange or under any State or Federal law, or
the consent or approval of any governmental or regulatory body, is necessary as
a condition of, or in connection with, the issuance or purchase of shares
thereunder, such shares may not be issued unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualification.

11. Recapitalization.

                  In the event that the outstanding shares of Common Stock of
the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of any recapitalization,
reclassification, stock split, stock dividend, combination or subdivision,
appropriate adjustment shall be made in the number and kind of shares available
under the Plan and under any Options granted under the Plan. Such adjustment to
outstanding Options shall be made without change in the total price applicable
to the unexercised portion of such Options, and a corresponding adjustment in
the applicable Option exercise price per share shall be made. No such adjustment
shall be made which would, within the meaning of any applicable provisions of
the Code, constitute a



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modification, extension or renewal of any Option or a grant of additional
benefits to the holder of an Option.

12. Reorganization or Change in Control of the Company.

                  (a) Reorganization. In case (i) the Company is merged or
consolidated with another corporation and the Company is not the surviving
corporation, (ii) all or substantially all of the assets or more than 50% of the
outstanding voting stock of the Company is acquired by any other corporation or
(iii) of a reorganization or liquidation of the Company, the Board of Directors
of the Company, or the board of directors of any corporation assuming the
obligations of the Company, shall, as to outstanding Options, either (x) make
appropriate provision for the protection of any such outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company, or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect of the shares of Common Stock of the Company, provided that
no additional benefits shall be conferred upon holders of Options as a result of
such substitution, and the excess of the aggregate fair market value of the
shares subject to any Option immediately after such substitution over the
purchase price thereof is not more than the excess of the aggregate fair market
value of the shares subject to such Option immediately before such substitution
over the purchase price thereof, or (y) upon written notice to the holders of
Options, provide that all unexercised Options must be exercised within a
specified number of days of the date of such notice or they will be terminated.
In any such case, the Board of Directors may, in its discretion, accelerate the
exercise dates of outstanding Options; provided, however, that paragraph (b)
below shall govern acceleration of Options with respect to the events described
in clauses (i), (ii) and (iii) of such paragraph.




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                  (b) Change in Control. In case of (i) any consolidation or
merger involving the Company if the shareholders of the Company immediately
before such merger or consolidation do not own, directly or indirectly,
immediately following such merger or consolidation, more than fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation in substantially the
same proportion as their ownership of the shares of Common Stock immediately
before such merger or consolidation; (ii) any sale, lease, license, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the business and/or assets of the Company or assets
representing over 50% of the operating revenue of the Company; or (iii) any
person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act who
was not, on April 21, 1995, a "controlling person" (as defined in Rule 405 under
the Securities Act of 1933, as amended) (a "Controlling Person") of the Company
shall become (x) the beneficial owner (within the meaning of Rule 13d-3 under
the Exchange Act) of over 50% of the combined voting power of the Company's then
outstanding voting securities entitled to vote generally or (y) a Controlling
Person of the Company, all outstanding Awards, regardless of the date of such
Awards, shall (i) in the case of Options, immediately become exercisable with
respect to 100% of the Common Stock subject to such Options and (ii) in the case
of Restricted Shares, immediately become fully vested and no longer subject to
any forfeiture unless otherwise provided in the applicable Award Agreement.

13. No Special Employment Rights.

                  Nothing contained in the Plan or in any Award Agreement shall
confer upon any Award recipient any right with respect to the continuation of
his or her employment by the Company (or any Parent Corporation or Subsidiary)
or interfere in any way with the right of the Company (or any Parent Corporation
or Subsidiary), subject to the terms of



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any separate agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Award recipient from the rate
in existence at the time of the Award. Whether an authorized leave of absence,
or absence in military or government service, shall constitute termination or
cessation of employment for purposes of this Plan or any Award shall be
determined by the Board of Directors.

14. Other Employee Benefits.

                  The amount of any compensation deemed to be received by an
employee as a result of any Award (including the exercise of an Option, or the
sale of shares received upon such exercise or of Restricted Shares) will not
constitute "earnings" with respect to which any other employee benefits of such
employee are determined, including without limitation benefits under any
pension, profit sharing, life insurance or salary continuation plan.

15. Definitions.

                  (a) Subsidiary. The term "Subsidiary" as used in the Plan
shall mean any corporation in an unbroken chain of corporations beginning with
the Company if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
For purposes only of Awards of Non-Statutory Options or Restricted Shares, the
term "Subsidiary" shall also mean any partnership or limited partnership of
which the Company or any Subsidiary controls 50% or more of the voting power, or
any corporation in an unbroken chain of Subsidiaries if each of the Subsidiaries
other than the last Subsidiary in the unbroken chain either owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations or controls 50% or more of the voting
power of any such partnership or limited partnership in such chain.



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                  (b) Parent Corporation. The term "Parent Corporation" as used
in the Plan shall mean any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of the corporations other
than the Company owns stock possessing 50% or more of the combined voting power
of all classes of stock in one of the other corporations in such chain.

                  (c) Employment. The term "employment", as used in the Plan and
in any Award Agreement, shall, unless the context otherwise requires, be defined
in accordance with the provisions of Section 1.421-7(h) of the Federal Income
Tax Regulations (or any successor regulations).

16. Amendment of the Plan.

                  The Board of Directors may at any time and from time to time
modify, amend or terminate the Plan in any respect, except to the extent
stockholder approval is required by law. The termination or any modification or
amendment of the Plan shall not, without the consent of an Award recipient,
affect his or her rights under any Award Agreement unless such Agreement so
specifies. With the consent of the Award recipient affected, the Board of
Directors may amend outstanding Award Agreements in a manner not inconsistent
with the Plan. The Board of Directors shall have the right to amend or modify
the terms and provisions of the Plan and of any outstanding Incentive Stock
Options granted under the Plan to the extent necessary to qualify any or all
such Options for such favorable Federal income tax treatment (including deferral
of taxation upon exercise) as may be afforded incentive stock options under
Section 422 of the Code.




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17. Withholding.

                  The Company's obligation to deliver Restricted Shares awarded,
or shares deliverable upon the exercise of any Option granted, under the Plan
shall be subject to the Award recipient's satisfaction of all applicable
Federal, State and local income and employment tax withholding requirements.

18. Duration of the Plan.

                  Unless earlier terminated by the Board of Directors, the Plan
shall terminate upon the earlier of (i) the close of business on March 31, 2008
or (ii) the date on which all shares available for issuance under the Plan shall
have been issued pursuant to the exercise of Options granted under the Plan
and/or are no longer subject to forfeiture pursuant to the terms of any
applicable Award Agreement. If the date of termination is determined under (i)
above, then Awards outstanding on such date shall continue to have force and
effect in accordance with the provisions of the Award Agreements evidencing such
Awards.

                                            Adopted on April 1, 1998 by the
                                            Board of Directors; amended on May
                                            29, 1998 by the Board of Directors;
                                            approved by the stockholders on May
                                            29, 1998; and amended as of February
                                            5, 1999 by the Board of Directors.



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