EXHIBIT 10
                               VASOMEDICAL, INC.
                             1999 STOCK OPTION PLAN
                             ----------------------

SECTION 1.  GENERAL PROVISIONS

1.1.  Name and General Purpose
      ------------------------

        The name of this plan is the  Vasomedical,  Inc.  1999 Stock Option Plan
(hereinafter  called  the  "Plan").  The  purpose  of  the  Plan  is  to  enable
Vasomedical,  Inc. (the "Company") and its subsidiaries and affiliates to foster
and promote the interests of the Company by attracting and retaining  directors,
officers,  consultants  and  employees  of the  Company  who  contribute  to the
Company's  success by their  ability,  ingenuity  and  industry,  to enable such
officers and employees of the Company to  participate  in the long-term  success
and growth of the Company by giving them a  proprietary  interest in the Company
and to provide incentive  compensation  opportunities  competitive with those of
competing corporations.

1.2  Definitions
     -----------

          a.   "Affiliate"  means any  person or entity  controlled  by or under
               common  control with the Company,  by virtue of the  ownership of
               voting securities, by contract or otherwise.

          b.   "Board" means the Board of Directors of the Company.

          c.   "Change in Control" means a change of control of the Company,  or
               in any person  directly or  indirectly  controlling  the Company,
               which shall mean:

               (a) a change in  control  as such term is  presently  defined  in
               Regulation 240.12b-(f) under the Securities Exchange Act of 1934,
               as amended (the "Exchange Act"); or

               (b) if any  "person"  (as such term is used in Section  13(d) and
               14(d) of the Exchange Act) other than the Company or any "person"
               who on the date of this Agreement is a director or officer of the
               Company,  becomes  the  "beneficial  owner"  (as  defined in Rule
               13(d)-3  under the  Exchange  Act)  directly  or  indirectly,  of
               securities of the Company  representing  twenty  percent (20%) or
               more  of the  voting  power  of the  Company's  then  outstanding
               securities; or

               (c) if during any period of two (2) consecutive  years during the
               term of  this  Plan,  individuals  who at the  beginning  of such
               period constitute the Board of Directors, cease for any reason to
               constitute at least a majority thereof.

          d.   "Code" means the Internal Revenue Code of 1986, as amended.

          e.   "Committee" means the Committee referred to in Section 1.3 of the
               Plan.

          f.   "Common Stock" means shares of the Common Stock,  par value $.001
               per share, of the Company.

          g.   "Company" means Vasomedical,  Inc., a corporation organized under
               the laws of the State of Delaware (or any successor corporation).

          h.   "Fair Market Value" means the market price of the Common Stock on
               the NASDAQ consolidated reporting system on the date of the grant
               or on any other  date on which the  Common  Stock is to be valued
               hereunder.  If no sale  shall  have been  reported  on the NASDAQ
<PAGE>
               consolidated  reporting  system on such date,  Fair Market  Value
               shall be  determined  by the  Committee  in  accordance  with the
               Treasury Regulations  applicable to incentive stock options under
               Section 422 of the Code.

          i.   "Incentive  Stock  Option"  means an  Incentive  Stock  Option as
               described in Section 2.1 of the Plan.

          j.   "Non-Employee  Director" shall have the meaning set forth in Rule
               16(b)  promulgated  by the  Securities  and  Exchange  Commission
               ("Commission").

          k.   "Non-Qualified  Stock Option" means a Non-Qualified  Stock Option
               as described in Section 2.1 of the Plan.

          l.   "Option" means any option to purchase  Common Stock under Section
               2 of the plan.

          m.   "Participant" means any director, officer, consultant or employee
               of the Company,  a Subsidiary  or an Affiliate who is selected by
               the Committee to participate in the Plan.

          n.   "Subsidiary" means any corporation in which the Company possesses
               directly or indirectly  50% or more of the combined  voting power
               of all classes of stock of such corporation.

          o.   "Total  Disability"  means  accidental  bodily injury or sickness
               which  wholly  and   continuously   disabled  an  Optionee.   The
               Committee,   whose  decisions  shall  be  final,   shall  make  a
               determination of Total Disability.

1.3  Administration of the Plan
     --------------------------

        The Plan shall be administered  by the Committee  appointed by the Board
consisting of two or more members of the Board all of whom shall be Non-Employee
Directors. The Committee shall serve at the pleasure of the Board and shall have
such powers as the Board may, from time to time, confer upon it.

        Subject to this Section 1.3, the Committee  shall have sole and complete
authority to adopt, alter, amend or revoke such administrative rules, guidelines
and  practices  governing  the  operation of the Plan as it shall,  from time to
time, deem advisable, and to interpret the terms and provisions of the Plan.

        The Committee  shall keep minutes of its meetings and of action taken by
it without a meeting. A majority of the Committee shall constitute a quorum, and
the acts of a majority of the  members  present at any meeting at which a quorum
is present,  or acts  approved in writing by all of the members of the Committee
without a meeting, shall constitute the acts of the Committee.

1.4  Eligibility
     -----------
        Stock  options may be granted only to officers,  directors,  consultants
and employees of the Company or a Subsidiary  or  Affiliate.  Subject to Section
2.3,  any  person  who has been  granted  any  Option  may,  if he is  otherwise
eligible, be granted an additional Option or Options.
<PAGE>
1.5  Shares
     ------

        The  aggregate  number of shares  reserved for issuance  pursuant to the
Plan shall be 2,000,000 shares of Common Stock, or the number and kind of shares
of stock or other  securities  which shall be substituted  for such shares or to
which such shares  shall be adjusted as provided in Section  1.6. No  individual
may be granted  options to purchase more than an aggregate of 350,000  shares of
Common Stock pursuant to the Plan.

        The  aggregate  number of shares may be set aside out of the  authorized
but  unissued  shares of Common  Stock or out of issued  shares of Common  Stock
acquired for and held in the Treasury of the Company, not reserved for any other
purpose. Shares subject to, but not sold or issued under, any Option terminating
or expiring for any reason prior to its exercise in full will again be available
for Options thereafter granted during the balance of the term of the Plan.

1.6  Adjustments Due to Stock Splits, Mergers, Consolidation, Etc.
     -------------------------------------------------------------

        If, at any time,  the Company  shall take any  action,  whether by stock
dividend,  stock split,  combination of shares or otherwise,  which results in a
proportionate  increase  or  decrease  in the  number of shares of Common  Stock
theretofore issued and outstanding,  the number of shares which are reserved for
issuance  under the Plan and the  number  of shares  which,  at such  time,  are
subject to Options shall, to the extent deemed appropriate by the Committee,  be
increased or  decreased  in the same  proportion,  provided,  however,  that the
Company shall not be obligated to issue fractional shares.

        Likewise, in the event of any change in the outstanding shares of Common
Stock by reason of any recapitalization, merger, consolidation,  reorganization,
combination or exchange of shares or other corporate change, the Committee shall
make such substitution or adjustments, if any, as it deems to be appropriate, as
to the number or kind of shares of Common  Stock or other  securities  which are
reserved  for  issuance  under  the  Plan  and the  number  of  shares  or other
securities which, at such time are subject to Options.

        In the  event of a Change  in  Control,  at the  option  of the Board or
Committee,  (a) all  options  outstanding  on the date of such Change in Control
shall, for a period of sixty (60) days following such Change in Control,  become
immediately  and fully  exercisable,  and (b) an Optionee  will be  permitted to
surrender for  cancellation  within sixty (60) days after such Change in Control
any option or portion of an option  which was  granted  more than six (6) months
prior to the date of such  surrender,  to the extent not yet  exercised,  and to
receive a cash  payment in an amount  equal to the  excess,  if any, of the Fair
Market Value (on the date of surrender) of the shares of Common Stock subject to
the option or portion thereof surrendered, over the aggregate purchase price for
such Shares under the option.

1.7  Non-Alienation of Benefits
     --------------------------

        Except as herein specifically provided, no right or unpaid benefit under
the Plan shall be subject to  alienation,  assignment,  pledge or charge and any
attempt to  alienate,  assign,  pledge or charge the same shall be void.  If any
Participant  or other person  entitled to benefits  hereunder  should attempt to
alienate,  assign,  pledge or charge any benefit  hereunder,  then such  benefit
shall, in the discretion of the Committee, cease.

1.8  Withholding or Deduction for Taxes
     ----------------------------------

        If, at any time, the Company or any Subsidiary or Affiliate is required,
under applicable laws and regulations, to withhold, or to make any deduction for
any taxes, or take any other action in connection with any Option exercise,  the
Participant  shall be  required  to pay to the  Company  or such  Subsidiary  or
Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof,
<PAGE>
at the option of the Company,  the Company or such  Subsidiary  or Affiliate may
accept a  sufficient  number  of shares  of  Common  Stock to cover  the  amount
required to be withheld.

1.9  Administrative Expenses
     -----------------------

        The  entire  expense  of  administering  the Plan  shall be borne by the
Company.

1.10 General Conditions
     ------------------

          a.   The Board or the Committee may, from time to time, amend, suspend
               or terminate any or all of the  provisions of the Plan,  provided
               that, without the Participant's  approval,  no change may be made
               which would prevent an Incentive  Stock Option  granted under the
               Plan from  qualifying as an Incentive  Stock Option under Section
               422 of the Code or result in a  "modification"  of the  Incentive
               Stock Option under Section 424(h) of the Code or otherwise  alter
               or impair any right theretofore  granted to any Participant ; and
               further  provided  that,  without the consent and approval of the
               holders of a majority of the  outstanding  shares of Common Stock
               of the  Company  present at a meeting  at which a quorum  exists,
               neither the Board nor the Committee may make any amendment  which
               (i)  changes  the class of persons  eligible  for  options;  (ii)
               increases  (except as provided under Section 1.6 above) the total
               number of shares or other securities  reserved for issuance under
               the Plan;  (iii)  decreases  the minimum  option prices stated in
               Section   2.2  hereof   (other  than  to  change  the  manner  of
               determining  Fair Market Value to conform to any then  applicable
               provision of the Code or any regulation thereunder); (iv) extends
               the expiration date of the Plan, or the limit on the maximum term
               of Options;  or (v) withdraws the administration of the Plan from
               a committee consisting of two or more members,  each of whom is a
               Non-Employee Director.

          b.   With  the  consent  of  the  Participant  affected  thereby,  the
               Committee  may  amend or  modify  any  outstanding  Option in any
               manner not  inconsistent  with the terms of the Plan,  including,
               without  limitation,   and  irrespective  of  the  provisions  of
               Sections 2.3(c) and 2.4(b) below, to accelerate the date or dates
               as of which an installment of an Option becomes exercisable.

          c.   Nothing  contained in the Plan shall  prohibit the Company or any
               Subsidiary  or  Affiliate  from  establishing   other  additional
               incentive compensation  arrangements for employees of the Company
               or such Subsidiary or Affiliate.

          d.   Nothing  in the Plan  shall be deemed to limit,  in any way,  the
               right of the Company or any  Subsidiary or Affiliate to terminate
               a  Participant's  employment with the Company (or such Subsidiary
               or Affiliate) at any time.

          e.   Any  decision  or  action  taken by the  Board  or the  Committee
               arising  out  of  or  in   connection   with  the   construction,
               administration,  interpretation  and  effect of the Plan shall be
               conclusive  and  binding  upon all  Participants  and any  person
               claiming under or through any Participant.

          f.   No member of the Board or of the  Committee  shall be liable  for
               any act or action, whether of commission or omission, (i) by such
               member except in  circumstances  involving  actual bad faith, nor
               (ii) by any other member or by any officer, agent or employee.
<PAGE>
1.11  Compliance with Applicable Law
      ------------------------------

        Notwithstanding  any other  provision of the Plan, the Company shall not
be  obligated  to issue any shares of Common  Stock,  or grant any  Option  with
respect thereto, unless it is advised by counsel of its selection that it may do
so without violation of the applicable  Federal and State laws pertaining to the
issuance of  securities  and the Company  may require any stock  certificate  so
issued to bear a legend, may give its transfer agent  instructions  limiting the
transfer  thereof,  and may  take  such  other  steps,  as in its  judgment  are
reasonably required to prevent any such violation.

1.12  Effective Dates
      ---------------

        The Plan was adopted by the Board on July 13,  1999 and shall  terminate
on July 12, 2009.

Section 2.  OPTION GRANTS
            -------------

2.1  Authority of Committee
     ----------------------

        Subject to the provisions of the Plan, the Committee shall have the sole
and complete  authority to determine (i) the  Participants to whom Options shall
be granted;  (ii) the number of shares to be covered by each  Option;  and (iii)
the  conditions  and  limitations,  if any,  in  addition  to those set forth in
Sections 2 and 3 hereof,  applicable  to the  exercise  of an Option,  including
without limitation,  the nature and duration of the restrictions,  if any, to be
imposed upon the sale or other  disposition of shares  acquired upon exercise of
an Option.

        Stock options  granted under the Plan may be of two types:  an incentive
stock  option  ("Incentive  Stock  Option");  and a  non-qualified  stock option
("Non-Qualified Stock Option").

        It is intended that the Incentive Stock Options granted  hereunder shall
constitute incentive stock options within the meaning of Section 422 of the Code
and shall be subject to the tax treatment described in Section 422 of the Code.

        Anything in the Plan to the  contrary  notwithstanding,  no provision of
the Plan relating to Incentive  Stock Options shall be  interpreted,  amended or
altered,  nor shall any  discretion  or authority  granted  under the Plan be so
exercised,  so as to disqualify  either the Plan or,  without the consent of the
Optionee, any Incentive Stock Option under Section 422 of the Code.

        The Committee shall have the authority to grant Incentive Stock Options,
or to grant  NonQualified Stock Options,  or to grant both types of Options.  To
the extent that any Option does not qualify as an  Incentive  Stock  Option,  in
whole or in part, it shall constitute a separate  Non-Qualified  Stock Option to
the extent of such disqualification.

2.2  Option Exercise Price
     ---------------------

        The  price of stock  purchased  upon the  exercise  of  Options  granted
pursuant to the Plan shall be the Fair Market Value thereof at the time that the
Option is granted.

        If an  employee  owns or is deemed to own (by reason of the  attribution
rules applicable under Section 424(d) of the Code) more than 10% of the combined
voting  power  of  all  classes  of  the  stock  of the  Company  or any  parent
corporation  of the Company or Subsidiary and an Option granted to such employee
is  intended  to qualify as an  Incentive  Stock  Option  within the  meaning of
Section 422 of the Code,  the  exercise  price shall be no less than 110% of the
Fair Market  Value of the Common  Stock on the date the Option is  granted.  The
purchase price is to be paid in full in cash,  certified or bank cashier's check
or, at the option of the  Company,  Common Stock valued at its Fair Market Value
on the date of exercise,  or a combination thereof, when the Option is exercised
and stock certificates will be delivered only against such payment.
<PAGE>
2.3  Incentive Stock Option Grants
     -----------------------------

        Each Incentive Stock Option will be subject to the following provisions:

          a.   Term of Option
               --------------

               An Incentive Stock Option will be for a term of not more than ten
               years from the date of grant,  except in the case of an  employee
               described  in the second  paragraph of Section 2.2 above in which
               case an  Incentive  Stock  Option  will be for a term of not more
               than five years from the date of the grant.

          b.   Annual Limit
               ------------

               To the extent the aggregate Fair Market Value of the Common Stock
               (determined  as of the date of grant)  with  respect to which any
               options  granted  hereunder  are  intended  to be  designated  as
               Incentive  Stock Options  under the Plan (or any other  incentive
               stock option plan of the Company or any Subsidiary)  which may be
               exercisable  for the first time by the  Optionee in any  calendar
               year  exceeds  $100,000,  such  options  shall not be  considered
               incentive stock options.

          c.   Exercise
               --------

               Subject to the power of the Committee under Section 1.10(b) above
               and  except in the manner  described  below upon the death of the
               Optionee,  an Incentive Stock Option may be exercised as follows:
               up to  one-third  of the  subject  shares  on or after  the first
               anniversary of the date of grant of such Option; up to two-thirds
               of the subject  shares on or after the second  anniversary of the
               date of grant of such Option and up to all of the subject  shares
               on and after the third such  anniversary of the date of the grant
               of such Option but in no event later than the  expiration  of the
               term of the Option.

               An  Incentive  Stock  Option  shall  be  exercisable  during  the
               Optionee's  lifetime  only  by  the  Optionee  and  shall  not be
               exercisable by the Optionee  unless,  at all times since the date
               of  grant  and at the  time  of  exercise,  such  Optionee  is an
               employee of the Company, any parent corporation of the Company or
               any Subsidiary,  except that, upon  termination of all employment
               (other than by death or by Total Disability  followed by death in
               the  circumstances  provided below) with the Company,  any parent
               corporation of the Company and any  Subsidiary or Affiliate,  the
               Optionee  may  exercise  an  Incentive  Stock  Option at any time
               within three months thereafter but only to the extent such Option
               is exercisable on the date of such termination.

               Upon  termination  of all  employment  by Total  Disability,  the
               Optionee  may  exercise  such options at any time within one year
               thereafter,  but only to the extent such options are  exercisable
               on the date of such termination.

               If termination of employment is the result of the Optionee having
               reached  normal  retirement  age,  option  grants  continue to be
               exercisable for five years after retirement but in no event later
               than the expiration of the term of the Option.
<PAGE>
               In the event of the death of an Optionee (i) while an employee of
               the  Company,  any  parent  corporation  of  the  Company  or any
               Subsidiary  or  Affiliate,  or (ii)  within  three  months  after
               termination  of all  employment  with  the  Company,  any  parent
               corporation of the Company and any Subsidiary or Affiliate (other
               than for  Total  Disability)  or  (iii)  within  one  year  after
               termination on account of Total Disability of all employment with
               the  Company,  any  parent  corporation  of the  Company  and any
               Subsidiary, such Optionee's estate or any person who acquires the
               right to  exercise  such option by bequest or  inheritance  or by
               reason of the death of the Optionee may exercise such  Optionee's
               Option at any time within the period of three years from the date
               of death. In the case of clauses (i) and (iii) above, such Option
               shall be exercisable in full for all the remaining shares covered
               thereby,  but in the case of  clause  (ii) such  Option  shall be
               exercisable  only to the extent it was exercisable on the date of
               such termination.

               Notwithstanding the foregoing  provisions  regarding the exercise
               of an Option in the event of  death,  Total  Disability  or other
               termination  of  employment,  in no  event  shall  an  Option  be
               exercisable  in  whole  or in part  after  the  termination  date
               provided in the Option.

          d.   Transferability
               ---------------

               An  Incentive  Stock Option  granted  under the Plan shall not be
               transferable otherwise than by will or by the laws of descent and
               distribution.

2.4  Non-Qualified Stock Option Grants
     ---------------------------------

     Each   Non-Qualified   Stock  Option  will  be  subject  to  the  following
provisions:

          a.   Term of Option
               --------------

               A Non-Qualified  Stock Option will be for a term of not more than
               ten years from the date of grant.

          b.   Exercise
               --------

               The exercise of a Non-Qualified  Stock Option shall be subject to
               the same terms and  conditions as provided  under Section  2.3(c)
               above,  except that upon  termination  of all employment by Total
               Disability,  the Optionee  may exercise  such options at any time
               within  three  years  after   termination  on  account  of  Total
               Disability of all employment with the Company,  or any Subsidiary
               or Affiliate.

          c.   Transferability
               ---------------

               A Non-Qualified  Stock Option granted under the Plan shall not be
               transferable otherwise than by will or by the laws of descent and
               distribution,  except  as  may  be  permitted  by  the  Board  or
               Committee.

2.5  Agreements
     ----------

        In consideration of any Options granted to a Participant under the Plan,
each such  Participant  shall  enter into an Option  Agreement  with the Company
providing,  consistent  with the  Plan,  such  terms as the  Committee  may deem
advisable.