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                                                                   EXHIBIT 10.25

                          AMERICAN MEDCARE CORPORATION
                             1994 STOCK OPTION PLAN


I.       PURPOSE

         The American Medcare Corporation 1994 Stock Option Plan is an incentive
to encourage stock ownership by officers and other key employees of the
Corporation, of its Subsidiaries and of its Affiliates in order to provide them
with a proprietary interest or to increase their proprietary interest in the
corporation's success and/or to encourage them to remain in the employ of the
Corporation or any of its Subsidiaries.

II.      DEFINITIONS

         Where the following words appear in this Plan, they shall have the
respective meanings set forth below, unless their context clearly indicates a
contrary meaning:

         A. Affiliate - Any corporation or other business organization in which
the Parent owns, directly or indirectly, 25% or more of the voting stock or
capital at the time of the granting of the Option.

         B. Board of Directors - The Board of Directors of the Corporation.

         C. Code - The Internal Revenue Code of 1986, as amended, included
amendments hereafter adopted.

         D. Committee - The Compensation Committee of the Board of Directors or
any successor Committee appointed by the Board of Directors and in the absence
of the appointment of such committee, the Board of Directors of the corporation
which shall exercise all of the powers of the Committee.

         E. Corporation - American Medcare Corporation, a Delaware corporation,
that is the parent corporation as defined in Subsections 424(e) and (g) of the
code.

         F. Employee - Employee shall mean any officer or other key employee
(including an officer or other key employee who is also a director) employed on
a full-time basis by the corporation or any present or future Parent of
Subsidiary or Affiliate.

         G. ISO - An option granted under the Plan which constitutes an
incentive stock option within the meaning of Section 422 of the Code.

         H. Non-Qualified Stock Option - An option granted under the Plan which
does not qualify as an ISO.

         I. Option - An option granted under the Plan which may be either an ISO
or a Non-Qualified Stock Option.

         J. Option Agreement - The document setting forth the terms and
conditions of each Option.

         K. Optionee - The holder of an Option.

         L. Parent - Parent shall mean any present or future corporation as
defined in Subsections 424(e) and (g) of the code.

         M. Plan - American Medcare Corporation 1994 Stock Option Plan, as the
same may be amended from time to time in accordance with the terms hereof.

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         N. Shares - The shares of common stock of the corporation, $0.001 par
value, subject to adjustment as provided in Paragraph V of the Plan.

         O. Subsidiary - Any present or future subsidiary of the corporation as
defined in Subsections 424(f) and (g) of the code.


III.     ADMINISTRATION

         A. The committee shall have full and complete authority in its sole
discretion, but subject to the express provisions of the Plan, to grant Options,
to determine the option price of the shares covered by each Option, the
Employees of the Corporation, of its subsidiaries and of its affiliates to whom,
and the time or times at which, Options shall be granted and number of Shares to
be covered by each Option; to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan to determine the terms and
conditions of the respective option grant (which terms need not be identical);
to cancel and amend Options (with the consent of the holder of the option where
required); to impose such conditions on the grant of Options as it determines to
be appropriate, including the surrender of outstanding stock options issued
under Plan or any other stock options, regardless of the option price; and to
make all other determinations and rules and the such other action deemed
necessary or advisable for the administration of the Plan. In addition, the
Committee may extend the duration of any Option for a period not to exceed one
year subject to the provisions of Section VI B without changing the option price
upon such terms as the committee may deem advisable.

         Each determination, interpretation, rule or other action made or taken
pursuant to the Plan by the Committee shall be final and conclusive for all
purposes and upon all persons, including but without limitation thereto, the
corporation, subsidiaries, affiliates, the Board of Directors, the Committee,
Optionees and Employees of the Corporation, its Subsidiaries and its affiliates
and Optionees and their respective successors in interest.

         B. The committee shall consist of not less than (2) directors, Each
member of the Committee shall be a member of the Board of directors who is not
eligible to participate under the Plan and who has not been granted or awarded
equity securities of the Corporation for at least one year prior to the time the
director becomes a member of the committee or during such services on the
Committee pursuant to the Plan or any other plan within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 (634 Act), except as
otherwise permitted under Rule 16b-3 (or any successor rule or regulation).

         The Board of Directors may designate one (1) of the members of the
committee as its chairman and the Committee shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members present at a meeting at which a quorum was present. Any
decision or determination reduced to writing and signed by all the members of
the Committee shall be effective as if it had been made by a vote at a meeting
duly called and held. The committee shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable.

         C. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the administration of the Plan
and the granting of Options thereunder.

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IV.      ELIGIBILITY AND LIMITATIONS

         Options may be granted only to Employees of the corporation or of any
Subsidiary or Parent or Affiliate. Persons who are not Employees of the
corporation or of a Subsidiary or Parent will not be eligible to receive as ISO.
In determining the number of shares to be covered by each Option, subject to
Paragraph V. hereof, and persons whom 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 Paragraph I hereof
Any person who has been granted an Option may be granted an additional Option or
Options if the Committee shall so determine. No ISO shall be granted to an
individual who, at the time an ISO is granted, owns (within the meaning of
Section 422(b)(6) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation or of its
Parent or any Subsidiary, unless, at the times the ISO is granted, the option
price is at least 110 percent (110%) of the fair market value of the Shares
subject to the ISO and the ISO by its terms is not exercisable after the
expiration of five (5) years from the date the ISO is granted. The aggregate
fair market value (determined as of the time an ISO is granted) of the Shares
with respect to which ISOs are exercisable for the first time by the Optionee
during any calendar year (under all plans of the corporation and the Parent and
Subsidiaries, if any) shall not exceed $100,000. ISOs granted to an Optionee in
excess of such limitation of or any calendar year shall be deemed to be a
Non-Qualified Stock Option. Each Option must be granted within ten (10) days
from the date on which the Plan is adopted by the board of Directors.

V.       AVAILABLE SHARES AND STOCK ADJUSTMENTS

         A. The total number of Shares that may be issued pursuant to Options
granted under this Plan shall not exceed 5,000,000 Shares of Common Stock,
subject to adjustment as set forth hereinafter. Shares subject to the Plan may
be either authorized but unissued Shares or Shares that were once issued and
subsequently reacquired by the Corporation. If any Option is surrendered before
exercise of lapses without exercise or for any other reason ceases to be
exercisable, the Shares reserved therefore shall continue to be available under
the Plan. The Corporation will reserve and keep available a sufficient number of
authorized but unissued shares and/or treasury shares to be issued upon the
exercise of the options.

         B. In the event of a stock split, reverse stock split, stock dividend,
combination of Shares or a reclassification of the shares or other similar
action by the Corporation, the total number of Shares which may be issued under
the Plan upon the exercise of Options and the total number of shares and/or the
option price contained in any outstanding Option pursuant to which options were
granted under this Plan, shall be appropriately adjusted as determined by the
Board of Directors in its sole discretion. Any such adjustment in the number of
Shares and/or option price of an ISO shall be made in such a manner as to not
constitute a modification as defined in Subsection 424(h)(3) of the code an only
to the extent permitted by Sections 422 and 425 of the Code.

         C. In the event of any merger or consolidation or other reorganization
in which the Corporation shall be surviving corporation and its shareholders
have a right to receive (or retain), in whole or in part, equity securities for
the outstanding Shares held, each holder of an outstanding Option shall be
entitled to receive, upon the exercise of the Option, in lieu of the number of
Shares as to which such holder of the Option would otherwise have been entitled
to receive upon the exercise of the Option immediately prior to such merger or
consolidation or other reorganization, the number and class of shares or other
securities and consideration to which such holder of the Option would have been
entitled pursuant to the terms of the merger or consolidation or other
reorganization, such is then being so exercised. Comparable rights shall accrue
to each holder of an Option in the event of successive mergers or consolidations
or other reorganization.


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         D. In the event of any merger or consolidation or other reorganization,
in which the shareholders of the corporation shall not receive (or retain) any
equity securities of the surviving corporation for their Shares, regardless of
whether the corporation is the surviving corporation, or upon the dissolution or
liquidation of the corporation, except as hereinafter set forth, all Options
(whether or not vested in whole or in part) which have not been exercised prior
to such event, shall terminate upon such event unless and to the extent the
Board of Directors shall have provided for the substitution of other options
for, or for the assumption by another corporation of, any unexercised options
then outstanding. Such action by the Board of directors may be taken with
respect to ISO only to the extent permitted by the Code, including Sections 422
and 424, unless the Options are or are to become Non-Qualified Stock Options.
Except to the extent the Board of Directors shall have provided for the
substitution of other options for, or for the assumption by another corporation
of, any unexercised Option then outstanding or shall have specifically otherwise
provided as permitted by this subparagraph D, the Options which have not vested
shall not become exercisable prior to such event and all outstanding Options
shall expire upon such event.

         E. In the event of any merger or consolidation or other reorganization
in which the Corporation is not the surviving corporation and in which its
shareholders shall receive equity securities (regardless of whether they receive
other consideration for their Shares, each holder of an outstanding Option shall
be entitled to receive, upon the exercise of the Option, in lieu of the number
of shares as to which such holder of the Option would otherwise have been
entitled to receive upon the exercise of the Option immediately prior to such
merger or consolidation or other reorganization, the number and class of shares
and other securities and consideration to which such holder of the Option would
have been entitled pursuant to the terms of the merger or consolidation or other
reorganization if, at the time of such merge or consideration or other
reorganization, such holder of the Option had been the holder of record of a
number of Shares equal to the number of Shares to which such Option is then
being so exercised. Comparable rights shall accrue to each holder of an Option
in the event of successive mergers or consolidations or reorganizations.

         F. Any adjustments pursuant to this Paragraph V may provide for the
elimination of any fractional interest which might otherwise become subject to
an option, with or without consideration, as determined by the Board of
Directors of the corporation.

VI.      OPTION TERMS

         The Options will be granted under terms and conditions set forth in a
written instrument as determined by the Committee from time to time, which will
include (but no by way of limitation) the following:

         A. Price and Payment - the purchase price of each Share covered by each
Option shall be determined by the Committee. The purchase price of each share
covered by an ISO shall not be less than the fair market value of a Share at the
time of the granting of the Option. The fair market value of a Share shall be
determined without regard to any restriction other than restrictions which by
their terms will never lapse. The purchase price of the Shares for which an
Option shall be exercised shall be paid in full at the time of the exercise in
cash or by check, subject to collection. The Committee may also provide that the
purchase price may be paid in whole in in part by assigning to the corporation a
number of shares having a fair market value, determined as of the date the
Option is exercised, equal to the cash amount of the option price for the Shares
being acquired upon the exercise of the Option. In such event, the committee
may, in its sole discretion, require certain representations and other
conditions precedent to the acceptance of the Shares form the Optionee.


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         B. Duration - The duration of the Options shall be determined by the
Committee but in no event shall an Option granted hereunder be exercisable after
the earliest of any of the following dates (i) the expiration of the (1O) years
from the date the Option is granted; (ii) one (1) year after the cessation of
employment, engagement or officership, as the case may be, of the holder of the
Option with the corporation, any subsidiary, or the Part or Affiliate, except in
the event of termination of such employment or engagement or election, as the
case may be, due to death, or disability (within in the meaning of Section
422(c)(6) of the code). The committee's determination as to whether such
employment, engagement or election of an Optionee has ceased and the effective
date thereof shall be final and conclusive on all persons affected thereby.
Whether military or other government or eleemosynary service or other leave of
absence will constitute termination of such employment, engagement or election
shall be determined in each case by the committee in its sole discretion.

         C. Non-transferability - Options granted under the Plan shall not be
transferable otherwise than by will or the laws of descent and distribution or
as otherwise permitted pursuant to Section 424(c)(4) of the Code (or any
successor provision). Options may be exercised during the lifetime of the
Optionee only by the Optionee personally or by the Optionee's legal
representative.

         D. Exercise of Option - Options granted hereunder shall be exercisable
in whole or in part as determined by the Committee.

         E. Conditions to Exercise of Options - Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with (or be exempt from) all relevant provisions of
law, including, without limitation, the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, any applicable state securities
law, and the requirements of any stock exchange or nation market system on which
the Shares may then be listed. If the issuance or transfer of Shares to be
issued or issued pursuant to any Option granted under this Plan may in the
opinion of counsel to the corporation conflict or be inconsistent with any
applicable law or regulation of any governmental agency having jurisdiction,
including, without limitation, federal and state securities laws, the
Corporation reserves the right to delay the issuance of the Shares upon the
exercise of an Option and such delay shall be without liability to or other
obligation of the corporation, the Corporation shall have no obligation
hereunder to file registration statements or other reports or notices or obtain
any license or permit or exemption under any federal or state law with respect
to the grant of an Option or the issuance of Shares upon the exercise of an
Option or the transfer of such Shares at any time thereafter. The Board of
directors or Committee may require that the holder of an Option, as a condition
to each exercise of the Option in whole on in part, to represent to the
corporation in writing that the Shares to be acquired upon the exercise of the
Option are to be acquired by the holder of the Option for investment purposes
only, for such person's own account, and not with an view to distribution and
make such other representations as counsel to the corporation may reasonably
request to assure the availability of an exemption from or compliance wit the
registration, notice, reporting or licensing requirements of applicable federal
or state securities laws. The Option may also set forth such other terms and
conditions relating to the non-registration or qualification of the Shares or
the issuance or transfer of the Shares by the Corporation under the federal and
state securities laws, as the Board of Directors or Committee may prescribe.
Such representations and other terms and conditions shall continue in effect as
long as counsel to the corporation may reasonably request.

         F. Disposition of Shares - In the event the disposition of Shares
acquired upon the exercise of any Option is not covered by a then current
registration statement under the Securities Act of 1933, as amended, and under


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state securities laws, the Shares so purchased shall be restricted against
transfer to the extent and for as long as required by such laws and regulations
promulgated thereunder or until, and as long as, the Shares are covered by
applicable registration statements filed by the Corporation in its sole
discretion.

         G. Tax Withholding - The corporation may, in its sole discretion and on
terms it shall determine, withhold, or grant to an Optionee the right to elect
to have withhold, Shares having a fair market value not in excession of the
amount necessary to satisfy the withholding tax obligations of the Optionee, in
whole or in part, relating to the exercise of the Option. Any election granted
to an executive officer (as defined pursuant to rules promulgated under the 1934
Act) or director or the Parent shall only be made during the period set forth in
Rule 16b-3 promulgated under the 1934 Act (or any successor rule or regulation.

VII.     EXERCISE

         An Option granted hereunder shall be exercisable in whole or in part
only by written notice delivered in person or by mail to the President of the
Corporation at its principal executive office, specifying the number of Shares
to be purchased and accompanied by payment therefore and other consideration in
accordance with the Option. The holder of an Option shall not be deemed to be a
holder of any Shares subject to any Option and shall not be entitled to the
rights of a holder of any shares, including the right to receive dividends,
unless and until such Shares have been issued.

VIII.    TERMINATION AND AMENDMENT

         The Board of Directors may at any time terminate the Plan, or make such
amendments thereto or modifications thereof as it shall deem advisable,
including amendments deemed necessary or desirable to conform any ISO to any
change in the Code regulations thereto; provided, however, that the Board of
Directors may not, without further approval by the shareholders of the
Corporation, increase the maximum number of Shares for which options may be
granted under the Plan or change the designation of the class of employees and
other persons eligible to receive Options. No termination, modification or
amendment of the Plan shall, without the consent of the person to whom an Option
shall theretofore have been granted, adversely affect the rights of such person
under such Option without such person's consent.

IX.      MISCELLANEOUS

         Applicable Law. The Plan shall be governed and construed in accordance
with the laws of the State of Georgia.

         Employee/Employer Rights. The granting of Options hereunder shall be
entirely discretionary and noting in the Plan shall be deemed to give any
Employee any right of continued employment, engagement or officership, as the
case may be, or give any person any fight to receive Options or additional
Options hereunder or interfere in any way with the right of the Corporation, its
Parent or Subsidiary to terminate the Optionee's employment, engagement or
election, as the case may be, for any reason or the right of the Employee to
terminate his/her employment, engagement, or officership, as the case may be,
for any reason.

         ISO Grants. This Plan is intended to provide in part for the grant in
incentive stock options pursuant to Section 422 of the code, including
amendments thereto hereafter adopted, and the provisions of the Plan as they
relate to ISOs and the ISOs granted shall be construed to effectuate such
purpose. If for any reason it is subsequently determined that an Option


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intended to qualify as an ISO does not so qualify, the Corporation, Parent and
Subsidiary shall have no liability to the Optionee and such Options shall be
deemed to be Non-Qualified Stock Options.


X.       EFFECTIVE DATE

         The Plan shall become effective on the date of this adoption by the
Board of Directors subject to the approval of the Plan by the shareholders of
the Corporation within twelve (12) months after the date of its adoption. The
date of granting of an Option shall be the date on which the Committee makes the
determination of granting such Option or such later date as designed by the
Committee.