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                                   AMDL, INC.

                                                                   Exhibit 10.64

                                   AMDL, INC.
                             2002 STOCK OPTION PLAN

         1.       PURPOSE. The purpose of the AMDL, Inc. 2002 Stock Option Plan
(the "Plan") is to strengthen AMDL, Inc., a Delaware corporation
("Corporation"), by providing to employees, officers, directors, consultants and
independent contractors of the Corporation or any of its subsidiaries (including
dealers, distributors, and other business entities or persons providing services
on behalf of the Corporation or any of its subsidiaries) added incentive for
high levels of performance and unusual efforts to increase the earnings of the
Corporation. The Plan seeks to accomplish this purpose by enabling specified
persons to purchase shares of the Corporation's common stock, $.001 par value,
thereby increasing their proprietary interest in the Corporation's success and
encouraging them to remain in the employ or service of the Corporation.

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

                  2.1      "Board of Directors" The Board of Directors of the
Corporation.

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

                  2.3      "Committee" The Committee which shall administer the
Plan shall consist of a committee of all members of the Board of Directors.

                  2.4      "Fair Market Value Per Share" The fair market value
per share of the Shares as determined by the Committee in good faith. The
Committee is authorized to make its determination as to the fair market value
per share of the Shares on the following basis: (i) if the Shares are traded
only otherwise than on a securities exchange and are not quoted on the National
Association of Securities Dealers' Automated Quotation System ("NASDAQ"), but
are quoted on the bulletin board or in the "pink sheets" published by the
National Daily Quotation Bureau, the greater of (a) the average of the mean
between the average daily bid and average daily asked prices of the Shares
during the thirty (30) day period preceding the date of grant of an Option, as
quoted on the bulletin board or in the "pink sheets" published by the National
Daily Quotation Bureau, or (b) the mean between the average daily bid and
average daily asked prices of the Shares on the date of grant, as published on
the bulletin board or in such "pink sheets;" (ii) if the Shares are traded on a
securities exchange or on the NASDAQ, the greater of (a) the average of the
daily closing prices of the Shares during the ten (10) trading days preceding
the date of grant of an Option, as quoted in the Wall Street Journal, or (b) the
daily closing price of the Shares on the date of grant of an Option, as quoted
in the Wall Street Journal; or (iii) if the Shares are traded only otherwise
than as described in (i) or (ii) above, or if the Shares are not publicly
traded, the value determined by the Committee in good faith based upon the fair
market value as determined by completely independent and well qualified experts.

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

                  2.6      "Nonqualified Option" An Option not qualifying as an
Incentive Stock Option.

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

                  2.8      "Optionee" The holder of an Option.

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                                   AMDL, INC.

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

                  2.10     "Shares" The shares of common stock, $.001 par value,
of the Corporation.

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

         3.       ADMINISTRATION OF PLAN.

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

                  3.2      Authority. Subject to the express provisions of this
Plan, the Committee shall have the authority to: (i) construe and interpret the
Plan, decide all questions and settle all controversies and disputes which may
arise in connection with the Plan and to define the terms used therein; (ii)
prescribe, amend and rescind rules and regulations relating to administration of
the Plan; (iii) determine the purchase price of the Shares covered by each
Option and the method of payment of such price, individuals to whom, and the
time or times at which, Options shall be granted and exercisable and the number
of Shares covered by each Option; (iv) determine the terms and provisions of the
respective Option Agreements (which need not be identical); (v) determine the
duration and purposes of leaves of absence which may be granted to participants
without constituting a termination of their employment for purposes of the Plan;
and (vi) make all other determinations necessary or advisable to the
administration of the Plan. Determinations of the Committee on matters referred
to in this Section 3 shall be conclusive and binding on all parties howsoever
concerned. With respect to Incentive Stock Options, the Committee shall
administer the Plan in compliance with the provisions of Code Section 422 as the
same may hereafter be amended from time to time. No member of the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option.

         4.       ELIGIBILITY AND PARTICIPATION.

                  4.1      In General. Only officers, employees and directors
who are also employees of the Corporation or any Subsidiary shall be eligible to
receive grants of Incentive Stock Options. Officers, employees and directors
(whether or not they are also employees) of the Corporation or any Subsidiary,
as well as consultants, independent contractors or other service providers of
the Corporation or any Subsidiary shall be eligible to receive grants of
Nonqualified Options. Within the foregoing limits, the Committee, from time to
time, shall determine and designate persons to whom Options may be granted. All
such designations shall be made in the absolute discretion of the Committee and
shall not require the approval of the stockholders. In determining (i) the
number of Shares to be covered by each Option, (ii) the purchase price for such
Shares and the method of payment of such price (subject to the other sections
hereof), (iii) the individuals of the eligible class to whom Options shall be
granted, (iv) the terms and provisions of the respective Option Agreements, and
(v) the times at which such Options shall be granted, the Committee shall take
into account such factors as it shall deem relevant in connection with
accomplishing the purpose of the Plan as set forth in Section 1. An individual
who has been granted an Option may be granted an additional Option or Options if
the Committee shall so determine. No Option shall be granted under the Plan
after January 7, 2012 but Options granted before such date may be exercisable
after such date.

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                                   AMDL, INC.

                  4.2      Certain Limitations. In no event shall Incentive
Stock Options be granted to an Optionee such that the sum of (i) aggregate fair
market value (determined at the time the Incentive Stock Options are granted) of
the Shares subject to all Options granted under the Plan which are exercisable
for the first time during the same calendar year, plus (ii) the aggregate fair
market value (determined at the time the options are granted) of all stock
subject to all other incentive stock options granted to such Optionee by the
Corporation, its parent and Subsidiaries which are exercisable for the first
time during such calendar year, exceeds One Hundred Thousand Dollars ($100,000).
For purposes of the immediately preceding sentence, fair market value shall be
determined as of the date of grant based on the Fair Market Value Per Share as
determined pursuant to Section 2.3.

         5.       AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN
         CAPITALIZATION.

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

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

         6.       TERMS AND CONDITIONS OF OPTIONS.

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

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                                   AMDL, INC.

                  6.2      Amount and Payment of Exercise Price.

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

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

                  6.3      Exercise of Options.

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

                           6.3.2    An Optionee may purchase less than the total
number of Shares for which the Option is exercisable, provided that a partial
exercise of an Option may not be for less than One Hundred(100) Shares and shall
not include any fractional Shares.

                  6.4      Nontransferability of Options. All Options granted
under this Plan shall be nontransferable, either voluntarily or by operation of
law, otherwise than by will or the laws of descent and distribution, and shall
be exercisable during the Optionee's lifetime only by such Optionee.

                  6.5      Effect of Termination of Employment or Other
Relationship. Except as otherwise determined by the Committee in connection with
the grant of Nonqualified Options, the effect of termination of an Optionee's
employment or other relationship with the Corporation on such Optionee's rights
to acquire Shares pursuant to the Plan shall be as follows:

                           6.5.1    Termination for Other than Disability or
Cause. If an Optionee ceases to be employed by, or ceases to have a relationship
with, the Corporation for any reason other than for disability or cause, such
Optionee's Options shall expire not later than three (3) months thereafter.
During such three (3) month period and prior to the expiration of the Option by
its terms, the Optionee may exercise any Option granted to him, but only to the
extent such Options were exercisable on the date of termination of his
employment or relationship and except as so exercised, such Options shall expire
at the end of such three (3) month period unless such Options by their terms
expire before such date. The decision as to whether a termination for a reason
other than disability, cause or death has occurred shall be made by the
Committee, whose decision shall be final and conclusive, except that employment
shall not be

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considered terminated in the case of sick leave or other bona fide leave of
absence approved by the Corporation.

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

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

                  6.6      Withholding of Taxes. As a condition to the exercise,
in whole or in part, of any Options the Board of Directors may in its sole
discretion require the Optionee to pay, in addition to the purchase price of the
Shares covered by the Option an amount equal to any Federal, state or local
taxes that may be required to be withheld in connection with the exercise of
such Option.

                  6.7      No Rights to Continued Employment or Relationship.
Nothing contained in this Plan or in any Option Agreement shall obligate the
Corporation to employ or have another relationship with any Optionee for any
period or interfere in any way with the right of the Corporation to reduce such
Optionee's compensation or to terminate the employment of or relationship with
any Optionee at any time.

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

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

                  6.10     Securities Laws Compliance. The Corporation will
diligently endeavor to comply with all applicable securities laws before any
Options are granted under the Plan and before any Shares are issued pursuant to
Options. Without limiting the generality of the foregoing, the Corporation may
require from the Optionee such investment representation or such agreement, if
any, as counsel for the Corporation may consider necessary or advisable in order
to comply with the Securities Act of 1933 as then in effect, and may require
that the Optionee agree that any sale of the Shares will be made only in such
manner as is

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permitted by the Committee. The Committee in its discretion may cause the Shares
underlying the Options to be registered under the Securities Act of 1933, as
amended, by the filing of a Form S-8 Registration Statement covering the Options
and Shares underlying such Options. Optionee shall take any action reasonably
requested by the Corporation in connection with registration or qualification of
the Shares under federal or state securities laws.

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

         7.       PLAN AMENDMENT AND TERMINATION.

                  7.1      Authority of Committee. The Committee may at any time
discontinue granting Options under the Plan or otherwise suspend, amend or
terminate the Plan and may, with the consent of an Optionee, make such
modification of the terms and conditions of such Optionee's Option as it shall
deem advisable; provided that, except as permitted under the provisions of
Section 5.2, the Committee shall have no authority to make any amendment or
modification to this Plan or any outstanding Option thereunder which would: (i)
increase the maximum number of Shares which may be purchased pursuant to Options
granted under the Plan, either in the aggregate or by an Optionee (except
pursuant to Section 5.2); (ii) change the designation of the class of the
employees eligible to receive Incentive Stock Options; (iii) extend the term of
the Plan or the maximum Option period thereunder; (iv) decrease the minimum
Incentive Stock Option price or permit reductions of the price at which Shares
may be purchased for Incentive Stock Options granted under the Plan; or (v)
cause Incentive Stock Options issued under the Plan to fail to meet the
requirements of incentive stock options under Code Section 422. An amendment or
modification made pursuant to the provisions of this Section 7 shall be deemed
adopted as of the date of the action of the Committee effecting such amendment
or modification and shall be effective immediately, unless otherwise provided
therein, subject to approval thereof (1) within twelve (12) months before or
after the effective date by stockholders of the Corporation holding not less
than a majority vote of the voting power of the Corporation voting in person or
by proxy at a duly held stockholders meeting when required to maintain or
satisfy the requirements of Code Section 422 with respect to Incentive Stock
Options, and (2) by any appropriate governmental agency. No Option may be
granted during any suspension or after termination of the Plan.

                  7.2      Ten (10) Year Maximum Term. Unless previously
terminated by the Committee, this Plan shall terminate on January 7, 2012 and no
Options shall be granted under the Plan thereafter.

                  7.3      Effect on Outstanding Options. Amendment, suspension
or termination of this Plan shall not, without the consent of the Optionee,
alter or impair any rights or obligations under any Option theretofore granted.

         8.       EFFECTIVE DATE OF PLAN. This Plan shall be effective as of
January 8, 2002, the date the Plan was adopted by the Board of Directors,
subject to the approval of the Plan by the affirmative vote of a majority of the
issued and outstanding Shares of common stock of the Corporation represented and
voting at a duly held meeting at which a quorum is present within twelve (12)
months thereafter. The Committee shall be authorized and empowered to make
grants of Options pursuant to this Plan prior to such approval of this Plan by
the stockholders; provided, however, in such event the Option grants shall be
made subject to the approval of both this Plan and such Option grants by the
stockholders in accordance with the provisions of this Section 8.

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         9.       MISCELLANEOUS PROVISIONS.

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

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

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

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