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EXHIBIT 4.1



INVIVO CORPORATION

1994 STOCK OPTION PLAN

as amended


1. PURPOSE


     The Purpose of the
Invivo Corporation 1994 Stock Option Plan (the “Plan”)
is to enable Invivo Corporation (the “Company”) and its subsidiaries to attract
and retain officers and other key employees, directors, and consultants and to
provide them with additional incentive to advance the interests of the Company.
Options qualifying as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (“Code”), and non-qualified options
may be granted under the Plan.


2. ADMINISTRATION


     (a)  The Plan shall be administered by the Board of Directors of the
Company, or by a committee (the “Committee”) of two or more directors selected
by the Board of Directors.


     (b)  The Board of Directors or the Committee shall have the power, subject
to the express provisions of the Plan:

	     	
	 	     (1) To determine the recipients of options under the Plan, the
time of grant of the options, and the number of shares covered by the
grant.


	     	
	 	     (2) To prescribe the terms and provisions of each option granted
(which need not be identical).


	     	
	 	     (3) To construe and interpret the Plan and options, to establish,
amend, and revoke rules and regulations for the Plan’s administration,
and to make all other determinations necessary or advisable for the
administration of the Plan.



3. SHARES SUBJECT TO THE PLAN


     Subject to the provisions of Paragraph 7 (relating to the adjustment upon
changes in stock), the number of shares which may be sold pursuant to options
granted under the Plan shall not exceed in the aggregate 1,020,000 shares of
Common Stock of the Company. Shares sold pursuant to options granted under the
Plan may be unissued shares or reacquired shares. If any options granted under
the Plan shall for any reason terminate or expire without having been exercised
in full, the shares not purchased under such options shall be available again
for the purposes of the Plan.


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4. ELIGIBILITY


     (a)  Options under this Plan may be granted to officers and other key
employees and consultants of the Company or of its subsidiaries, provided that
incentive stock options may be granted hereunder only to officers and other key
employees (including directors who are also officers or employees).


     (b)  Each person who is a director and not an employee of the Company or a
subsidiary of the Company on the date of adoption of this Plan by the Board of
Directors shall receive a non-qualified stock option under the Plan on the date
of such adoption. Thereafter, each director of the Company who is not an
employee of the Company or a subsidiary of the Company shall receive a
non-qualified stock option under the Plan immediately following each annual
meeting of shareholders of the Company (provided that a person whose term
expires on such day and who is not reelected to the Board of Directors shall
not receive such an option). The first option received by a director under
this paragraph 4(b) shall cover 8,000 shares of Common Stock of the Company and
each option received by a director under this Plan thereafter shall cover 4,000
shares of Common Stock of the Company. Each such option shall have an exercise
price equal to the fair market value of the Common Stock of the Company on the
date of adoption by the Board of Directors or of the annual meeting of
shareholders to which it relates, as the case may be determined in accordance
with the provisions of paragraph 5(a)(2) of this Plan. The number of options
that directors may receive pursuant to this paragraph 4(b) shall be
appropriately adjusted in accordance with the provisions of paragraph 7 of this
Plan. This paragraph 4(b) shall not be amended more than once every six
months, other than to comply with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act or the rules or regulations thereunder.


     (c)  Persons to whom options to purchase shares are granted are hereinafter
referred to as “optionee(s).” Subject to the provisions of paragraphs 3 and
4(b) of the Plan, there is no limitation on the number of options that may be
granted to an optionee.


5. TERMS OF OPTION AGREEMENTS


     (a) All Option Agreements. Options granted pursuant to the Plan shall be
evidenced by agreements specifying the number of shares covered thereby, in
such form as the Board of Directors or Committee shall from time to time
establish, which agreements may incorporate all or any of the terms hereof by
reference and shall comply with and be subject to the following terms and
conditions:

	     	
	 	     (1) The Board of Directors or Committee shall have the power to
set the time or times within which each option shall be exercisable
and to at any time accelerate the time or times of exercise
(notwithstanding the terms of the option). Unless



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	 	the stock option agreement executed by the optionee expressly
otherwise provides, (i) an option granted to an officer or other key
employee or consultant shall become exercisable on a cumulative basis
as to one-quarter of the total number of shares covered thereby on
each of the first, second, third, and fourth anniversary dates of the
date of grant of the option, (ii) an option granted to a director who
is not an employee of the Company shall become exercisable on a
cumulative basis as to one-half of the total number of shares covered
thereby on each of the first and second anniversary dates of the date
of grant of the option, and (iii) an option shall not be exercisable
after the expiration of ten years from the date of grant. Any option
granted to an executive officer or director of the Company shall in no
event be exercisable until the elapse of six months from the date of
its grant.


	     	
	 	     (2) Except as provided in (b) below, the exercise price of any
incentive stock option shall not be less than 100% of the fair market
value of the shares of Common Stock of the Company on the date of the
granting of the option and the exercise price of any non-qualified
stock option shall not be less than 85% of the fair market value of
the shares of Common Stock of the Company on the date of the granting
of the option. The fair market value per share shall be as determined
in good faith by the administrator of the Plan, provided that if the
Company’s Common Stock is publicly traded the fair market value shall
be the closing bid price on the day the option is granted as reported
on the Nasdaq National Market or the closing sale price on such stock
exchange on which the shares may be listed if such exchange is then
the principle market for the shares, or, if such shares are not then
reported on the Nasdaq National Market or an exchange but quotations
are reported on the National Association of Securities Dealers
Automated Quotations System, the closing bid price on the day the
option is granted, in either event as such price or quotes are listed
in The Wall Street Journal, Western Edition (or if not so reported in
The Wall Street Journal, any other listing service or publication
known to the administrator of the Plan).


	     	
	 	     (3) To the extent that the right to purchase shares has accrued
hereunder, options may be exercised from time to time by written
notice to the Company, stating the number of shares being purchased
and accompanied by the payment in full of the option price for such
shares. Such payment shall be made in cash or in shares of the
outstanding Common Stock of the Company which have been held by the
optionee for at least six months (or such other period as is specified
by the Board of Directors or the Committee) or in a combination of
cash and such stock, except that the Board of Directors or the
Committee in its sole discretion may authorize payment by any optionee
(for all or part of his or her purchase price) by a
promissory note or such other form of legal consideration that



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	 	may be
acceptable to the Board of Directors or Committee. Payment may also
be made by delivering a copy of irrevocable instructions to a broker
to deliver promptly to the Company the amount of sale or loan proceeds
sufficient to pay the purchase price, and, if required, the amount of
any federal, state, local or foreign withholding taxes.


	     	
	 	     If shares of Common Stock are used in part or full payment for
the shares to be acquired upon exercise of the option, such shares
shall be valued for the purpose of such exchange as of the date of
exercise of the option in accordance with the provisions of (2) above
and the notice of exercise shall be accompanied by such instruments
and documentation as the Board of Directors or Committee require to
effect the delivery of such shares. In the event the certificates
tendered by the optionee in such payment cover more shares than are
required for such payment, the certificates shall also be accompanied
by instructions from the optionee to the Company’s transfer agent with
regard to disposition of the balance of the shares covered thereby.


	     	
	 	     If payment by promissory note is authorized, the interest rate,
term, repayment schedule and other provisions of such note shall be as
specified by the Board of Directors or the Committee; provided,
however, that such note shall bear interest at a rate not less than
the applicable test rate of interest prescribed by Regulation
1.483-1(d)(1) of the Income Tax Regulations, as in effect at the time
the stock is purchased. The Board of Directors or Committee may
require that the optionee pledge Common Stock of the Company for the
purpose of securing the payment of such note, and the Company may hold
the certificate(s) representing such stock in order to perfect its
security interest.


	     	
	 	     An option may be exercised by a securities broker acting on
behalf of an optionee pursuant to authorization instructions approved
by the Company.


	     	
	 	     (4) The Company at all times shall keep available the number of
shares of Common Stock required to satisfy options granted under the
Plan.


	     	
	 	     (5) The Company may require any person to whom an option is
granted, including his or her legal representative, heir, legatee, or
distributee, as a condition of exercising any option granted
hereunder, to give written assurance satisfactory to the Company to
the effect that such person is acquiring the shares subject to the
option for his or her own account for investment and not with any
present intention of selling or otherwise distributing the same. The
Company reserves the right to place a legend on any share certificate
issued pursuant to this Plan to assure compliance with this
paragraph. No shares of Common Stock of the Company shall be
required to be distributed until the Company shall have taken



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	 	such action, if any, as is then required to comply with the provisions of
the Securities Act of 1933 or any other then applicable securities
law.


	     	
	 	     (6) Neither a person to whom an option is granted, nor such
person’s legal representative, heir, legatee, or distributee, shall be
deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Common Stock subject to such option
unless and until such person has exercised his or her option pursuant
to the terms thereof.


	     	
	 	     (7) Options shall be transferable only by will or by the laws of
descent and distribution, and during the lifetime of the person to
whom they are granted such person alone may exercise them, except that
a non-qualified stock option may be transferred pursuant to a
qualified domestic relations order as defined by the Code or Title I
of the Employee Retirement Income Security Act, or the rules
thereunder and to the extent provided in the stock option agreement
entered into in connection with such option (including any amendment
of such agreement).


	     	
	 	     (8) An option granted to an employee or director shall terminate
and may not be exercised if the person to whom it is granted ceases to
be employed by the Company or by a subsidiary of the Company, or
ceases to be a director (unless such person continues as an employee),
with the following exceptions:


	          	
	 	     (i) If the employment or directorship is terminated for any
reason other than the person’s death or disability, he or she may
at any time within not more than three months after such
termination exercise the option, but only to the extent that it
was exercisable by such person on the date of such termination
and otherwise remains exercisable in accordance with its terms,
or


	          	
	 	     (ii) If such person becomes disabled while in the employ of
the Company or of a subsidiary, or while a director, or dies
while in the employ of the Company or a subsidiary, or while a
director, or within 30 days after termination of such person’s
employment with the Company or a subsidiary, or status as a
director, his or her option may be exercised by his or her
personal representatives, heirs or legatees at any time within
not more than 12 months following the date of death or
disability, but only to the extent such option was exercisable by
such person on the date of death or disability and otherwise
remains exercisable in accordance with its terms.



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	 	     An option granted to a consultant shall terminate in accordance
with the terms specified in the stock option agreement.


	     	
	 	     (9) In no event may an option be exercised by anyone after the
expiration of the term of the option established pursuant to (1)
above.


	     	
	 	     (10) Each option granted pursuant to this Plan shall specify
whether it is a non-qualified or an incentive stock option, provided
that the Board of Directors or Committee may give the optionee the
right to elect to receive either an incentive or a non-qualified stock
option.


	     	
	 	     (11) An option granted pursuant to this Plan may have such other
terms as the Board of Directors or Committee in its discretion may
deem necessary or appropriate and shares issued upon exercise of any
option hereunder may be subject to such restrictions as the Board of
Directors or Committee deems appropriate.



     (b) Incentive Stock Options. In addition to the terms and conditions
specified above, incentive stock options granted under this Plan shall be
subject to the following terms and conditions:

	     	
	 	     (1) The aggregate fair market value (determined as of the time
the option is granted) of the stock with respect to which incentive
stock options are exercisable for the first time by any optionee
during any calendar year (under all option plans of the Company or any
parent and subsidiary corporations) shall not exceed $100,000,
provided that to the extent that the aggregate fair market value of
stock with respect to which options designated as Incentive Stock
Options first become exercisable in any calendar year exceeds
$100,000, such options shall be treated as non-qualified options.


	     	
	 	     (2) As to individuals otherwise eligible under this Plan who own
more than 10 percent of the total combined voting power of all classes
of stock of the Company and any parent and subsidiary corporations, an
incentive option can be granted under this Plan to any such individual
only if at the time such option is granted the option price is at
least 110 percent of the fair market value of the stock subject to the
option and such option by its terms is not exercisable after the
expiration of five years from the date such option is granted.



6. USE OF PROCEEDS FROM SHARES


     Proceeds from the sale of shares pursuant to options granted under the
Plan shall be used for general corporate purposes.


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7. ADJUSTMENT UPON CHANGES IN SHARES


     (a)  If any change is made in the shares subject to the Plan, including
shares subject to any option granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or otherwise),
appropriate adjustments shall be made by the Board of Directors or Committee in
the maximum number of shares subject to the Plan and the number of shares and
price per share of stock subject to outstanding options.


     (b)  Other than in the case of a reincorporation of the Company in another
state, in the event of (i) approval by the shareholders of the Company of the
dissolution or liquidation of the Company, (ii) consummation of the sale of all
or substantially all of the assets of the Company, (iii) consummation of a
transaction in which more than 50 percent of the shares of the Company that are
entitled to vote are tendered or exchanged for cash or any other assets, or
(iv) any merger or consolidation or other reorganization in which the Company
is not the surviving corporation, or in which the Company becomes a subsidiary
of another corporation, outstanding options under this Plan shall become fully
exercisable immediately prior to any such event.


     (c)  In lieu of permitting any exercise of an outstanding option pursuant
to (b) above, the Board of Directors or the Committee may, subject to the
approval of the corporation purchasing or acquiring the stock or assets of the
Company (the “Surviving Corporation”), arrange for the optionee to receive upon
surrender of optionee’s option a new option covering shares of the Surviving
Corporation in the same proportion, at an equivalent option price and subject
to the same terms and conditions as the surrendered option.


8. RIGHTS AS AN EMPLOYEE


     Nothing in this Plan or in any options awarded hereunder shall confer upon
any employee any right to continue in the employ, or as a director, of the
Company or of any of its subsidiaries or interfere in any way with the right of
the Company or any such subsidiary to terminate such employee’s employment or
directorship at any time.


9. WITHHOLDING TAX


     There shall be deducted from the compensation of any employee holding
options under this Plan the amount of any tax required by any governmental
authority to be withheld and paid over by the Company to such governmental
authority for the account of the person with respect to such options.


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10. TERMINATION AND AMENDMENT OF PLAN


     The Board of Directors may at any time terminate this Plan or make such
modifications of the Plan as it shall deem advisable. Any modification which
increases the number of shares which may be issued under the Plan (other than
pursuant to Paragraph 7 hereof), or relaxes the requirements as to eligibility
for participation in the Plan, shall become effective only upon approval of the
holders of a majority of the securities of the Company present, or represented,
and entitled to vote at a meeting duly held in accordance with the laws of the
State of Delaware. Any options granted under the Plan prior to shareholder
approval of the Plan, and any options granted which are dependent upon an
amendment of the Plan requiring shareholder approval for their effectiveness,
shall be subject to shareholder approval of the Plan or such amendment. If
such approval is not obtained within 12 months of the date of grant of any such
option, such option shall expire without further action.


11. EFFECTIVE DATE AND DURATION OF THE PLAN


     The Plan shall become effective on October 6, 1994. Any rights granted
under this Plan must be granted within ten (10) years of such effective date.



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