Exhibit 10.18

                                 2001 STOCK PLAN
                                 ---------------

1. Purpose. The purposes of this 2001 Stock Plan (the "Plan") of Worldwide
Medical Corporation, a Delaware corporation (the "Company"), are (a) to ensure
the retention of the services of existing executive personnel, key employees,
and directors of the Company or its affiliates; (b) to attract and retain
competent new executive personnel, key employees, and directors; (c) to provide
incentive to all such personnel, employees and directors to devote their utmost
effort and skill to the advancement and betterment of the Company, by permitting
them to participate in the ownership of the Company and thereby in the quest for
success and increased value of the Company; and (d) to allow vendors, service
providers, consultants, business associates, strategic partners, and others that
the Board of Directors anticipates will have an important business relationship
with the Company or its affiliates to have an the opportunity to participate in
the ownership of the Company and thereby to have an interest in the anticipated
future success and increased value of the Company.

2. Award Opportunities.

     Awards (individually, an "Award"; collectively, the "Awards") under the
Plan may be granted in the form of (a) incentive stock options ("Incentive Stock
Options") to acquire shares of voting and/or non-voting common stock of the
Company ("Common Stock"), as provided in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), (b) non-statutory stock options
("Nonstatutory Stock Options") to acquire Common Stock, and (c) Common Stock
that is restricted and must be purchased by the Plan participant ("Restricted
Common Stock").

     Incentive Stock Options and Nonstatutory Stock Options may hereinafter be
referred to individually as an "Option" and collectively as "Options."

3. Administration.

     (A) Committee. The Plan shall be administered by the Company's Board of
Directors (the "Board") or by a committee (the "Committee") of the Board
authorized by the Board. The Committee shall consist of two or more persons, at
least two of whom shall be directors of the Company, who shall be appointed by,
and serve at the pleasure of, the Board. No person serving as a member of the
Board or the Committee shall act on any matter relating solely to such person's
own interest under the Plan or any Option or shares thereunder. At any time that
the Company has a class of equity securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) only
directors who, at the time of service, qualify as "disinterested persons" within
the meaning of Rule 16b-3 under the Exchange Act shall be members of the
Committee and (ii) all references in the Plan to the Board shall refer only to
the Committee.

     (B) Authority. The Board, or the Committee, to the extent the Board has
delegated such authority to the Committee, shall have full and final authority
with respect to the Plan (i) to interpret all provisions of the Plan consistent
with law; (ii) to determine the persons who will receive Awards; (iii) to
determine the frequency of grant of Awards; (iv) to determine the type of, the
number of shares of Common Stock subject to, and the exercise period and price
of each Option to be granted to each eligible persons; (v) to determine the type
of, the number and the purchase price of shares of Restricted Common Stock to be
granted to each person; (vi) to prescribe the form and terms of instruments
evidencing any Award granted under the Plan; (vii) to determine the term of the
restricted period and other conditions applicable to Restricted Common Stock;
(viii) to adopt, amend and rescind general and special rules and regulations for
the Plan's administration; and (ix) to make all other determinations necessary
or advisable for the administration of the Plan. The Board may, with the consent
of the person who has been granted an Award under the Plan, amend the instrument
regarding such Award consistent with the provisions of the Plan, unless
otherwise required by law.

     (C) Indemnification. No member of the Board or the Committee shall be
liable for any action taken or determination made in good faith. The members of
the Board and the Committee shall be indemnified by the Company for any acts or
omissions in connection with the Plan to the full extent permitted by Delaware
and Federal laws.

4. Eligibility. Participation in the Plan shall be determined by the Board and
shall be limited to executive personnel, key employees, and directors of the
Company or its affiliates, and vendors, service providers, consultants, business
associates, strategic partners, and others with or that the Board anticipates
will have an important business relationship with the Company or its affiliates
(individually, a "Participant"; collectively, the "Participants").

5. Stock Subject to Plan.

     Subject to adjustments as provided in Section 8(A) hereof, the aggregate
amount of Common Stock as to which Awards may be granted under the Plan shall be
500,000, and may be authorized but unissued shares or treasury shares.

     The Board, or its designee, shall maintain records showing the cumulative
number of shares of Common Stock underlying outstanding Options, the cumulative
number of shares of Common Stock subject to right of purchase as Restricted
Common Stock and the applicable restricted periods under the Plan, and the
number of shares of Common Stock delivered in settlement of any other Award
under the Plan.

     If an Option granted hereunder shall expire or terminate for any reason
without having been fully exercised, or if any shares of Common Stock to be
issued pursuant to an Award are not issued for any reason then, the shares of
Common Stock underlying the unexercised portion of such expired or terminated
Option and by the unissued portion of such Award shall again become available
for the purposes of the Plan.

6. Options.

     (A) Allotment of Shares.

          The Board may, in its sole discretion and subject to the provisions of
the Plan, grant to Participants, at such times as it deems appropriate following
adoption of the Plan by the Board, Options to purchase Common Stock, subject to
the approval of the Plan by the Company's stockholders. Furthermore, grants
intended to be Incentive Stock Options are subject to the limitations set forth
in paragraph (F) of this Section 6.

          Options may be allotted to Participants in such amounts as the Board,
in its sole discretion, may from time to time determine. Notwithstanding the
foregoing, only Participants who qualify to receive Incentive Stock Options
under the applicable provisions of the Code shall be eligible to be granted an
Incentive Stock Option pursuant to the Plan. All Participants shall be eligible
to be granted any other form of Award available under the Plan.

     (B) Exercise Price.

          The price per share at which each Nonstatutory Stock Option granted
under the Plan may be exercised, as to any particular Nonstatutory Stock Option,
shall be determined by the Board at the time such Nonstatutory Stock Option is
granted. The exercise price for any share of Common Stock underlying any Option
that is intended to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code shall be not less than one hundred percent (100%) of the
fair market value of one share of Common Stock at the time such Option is
granted. In the case of a Participant who owns shares representing more than ten
percent (10%) of the total combined voting power of all classes of capital stock
of the Company or of its affiliates (as determined under Section 424(d) of the
Code) at the time the Incentive Stock Option is granted, such exercise price
shall not be less than one hundred ten percent (110%) of the fair market value
of one share of Common Stock at the time such Option is granted.

          If the Common Stock is listed on a national securities exchange, the
high and low selling prices thereof are reported on the Nasdaq Stock Market,
Inc. ("Nasdaq"), or the bid and asked closing prices thereof are quoted on the
OTC Bulletin Board or the Pink Sheets at the time an Option is granted, then the
fair market value of one share of Common Stock shall be the average of the
highest and lowest selling prices of the Common Stock as reported by such
exchange, as reported on Nasdaq, or as quoted on the OTC Bulletin Board or the
Pink Sheets on the date such Option is granted or, if there were no sales of
Common Stock on said date, then on the next prior business day on which there
were sales of Common Stock. If the Common Stock is traded other than on a
national securities exchange, the high and low selling prices thereof are not
reported on Nasdaq, or the bid and asked prices thereof are not quoted on the
OTC Bulletin Board or the Pink Sheets at the time an Option is granted, then the
fair market value of one share of Common Stock shall be the determined using
such method on the next prior business day on which such trading or quoting
occurred. If no such trading or quoting is available, then the Board shall make
a good faith determination of the fair market value of one share of Common Stock
using any reasonable method of valuation. Unless another date is specified by
the Board, the date on which the Board approves the granting of an Option shall
be deemed the date on which the Option is granted.

     (C) Option Period. An Option granted under the Plan shall terminate, and
the right of the Participant (or the Participant's estate, personal
representative, or beneficiary) to exercise the Option shall expire, on the date
determined by the Board at the time the Option is granted (the "Expiration
Date"). No Option shall be exercisable more than ten (10) years after the date
on which it was granted. In the case of a Participant who owns shares
representing more than ten percent (10%) of the total combined voting power of
all classes of capital stock of the Company or of its affiliates (as determined
under Section 424(d) of the Code), no Incentive Stock Option shall be
exercisable more than five (5) years after the date on which it is granted.

     (D) Vesting Schedule; Termination. An Option granted under the Plan shall
be considered terminated in whole or in part, to the extent that, in accordance
with the provisions of the Plan, it can no longer be exercised for the Common
Stock originally subject to the Option.

          (1) Vesting Schedule. All Options granted hereunder shall be subject
to a 36- month vesting schedule, whereby one-third (1/3) of such Options shall
vest 12 months after grant, one-third (1/3) shall vest 24 months after grant,
and one-third (1/3) shall vest 36 months after grant, unless otherwise provided
herein; provided, however, that any such vesting requirement of any outstanding
Option granted hereunder shall be fully accelerated in the event of a Sale, as
that term is defined hereinafter, so long as such acceleration would not result
in a "modification" (as defined in Section 424(h)(3) of the Code) of any
Incentive Stock Option. Notwithstanding the immediately preceding vesting
schedule, the Board in its sole discretion may modify, in any manner and to any
extent it deems appropriate, or waive any or all of such vesting requirements.

          (2) Termination for Any Reason Except Cause, Death, or Disability. If
the Participant (who is an employee or non-employee advisor, consultant, or
director) terminates his relationship as an employee or non-employee advisor,
consultant, or director or is terminated for any reason, except cause, death, or
permanent and total disability, the Option, to the extent (and only to the
extent) that it would have been exercisable by the Participant on the date of
termination, may be exercised by the Participant no later than three (3) months
after the date of termination, but in any event no later than the Expiration
Date.

          (3) Termination For Cause. If the Participant (who is an employee or
non-employee advisor, consultant, or director) is terminated for cause, the
Option, to the extent (and only to the extent) that it would have been
exercisable by the Participant on the date of termination, may be exercised by
the Participant no later than fifteen (15) days after the date of termination,
but in any event no later than the Expiration Date.

          (4) Termination Because of Death or Disability. If the Participant
(who is an employee or non-employee advisor, consultant, or director) is
terminated because of death or permanent and total disability of the
Participant, the Option, to the extent that it is exercisable by the Participant
on the date of termination, may be exercised by the Participant (or the
Participant's legal representative) no later than one (1) year after the date of
termination, but in any event no later than the Expiration Date.

     (E) Manner of Exercise and Payment.

          (1)  Exercise.

               Each Option granted under the Plan shall be deemed exercised to
the extent that the Participant shall deliver to the Company written notice of
the number of full shares of Common Stock underlying the whole or that portion
of the Option then being exercised. The Participant shall at the same time
tender to the Company payment in full for such shares, which payment may be in
cash or, subject to Section 6(E)(2), in previously issued shares of Common Stock
of the same class for which the Option is being exercised or partly in cash and
partly in previously issued shares of Common Stock of such same class, and shall
comply with such other reasonable requirements as the Board may establish,
pursuant to Section 8(C). These provisions shall not preclude exercise of an
Option, or payment of the exercise price thereunder, by any other proper legal
method specifically approved by the Board.

               Subject to Delaware law, no person, estate, or other entity shall
have any of the rights of a stockholder with reference to shares subject to an
Option until a certificate representing the shares of Common Stock has been
delivered.

               An Option granted under the Plan may be exercised for any lesser
number of whole shares than the full amount for which it could then be
exercised; provided, however, that the Board may require, in the agreement
evidencing an Option, any partial exercise to be with respect to a specified
minimum number of shares of Common Stock. Such a partial exercise of an Option
shall not affect the right to exercise the Option from time to time in
accordance with the Plan for the remaining shares of Common Stock underlying the
Option.

          (2)  Payment in Shares of Common Stock.

               The value of shares of Common Stock delivered for payment of the
exercise price of an Option shall be the fair market value of the Common Stock
determined as provided in Section 6(B) on the date the Option is exercised. If
certificates representing shares of Common Stock are used to pay all or part of
the exercise price of an Option, separate certificates shall be delivered to the
Company representing the number of shares of Common Stock so used, and an
additional certificate or certificates shall be delivered to the Participant
representing the additional shares of Common Stock to which the Participant is
entitled as a result of exercise of the Option. Notwithstanding the foregoing
and the provisions of Section 6(E)(1), the Board, in its sole discretion, may
refuse to accept shares of Common Stock delivered for payment of the exercise
price, in which event any certificates representing such shares of Common Stock
that were actually received by the Company with the written notice of exercise
shall be returned to the exercising Participant, together with notice by the
Company of the refusal of the Company to accept such shares of Common Stock as
partial or full payment of the exercise price.

               In the event shares are delivered for payment of the exercise
price of such Option as herein provided, then, at the discretion of the Board,
the Participant may be granted an Option to purchase that quantity and class of
Common Stock equal to the quantity and class of Common Stock delivered in
partial or full payment of the exercise price, with an exercise price equal to
the current fair market value of such Common Stock, and with a term of such
Option extending to the expiration date of the Option for which partial or full
payment of the exercise price thereof was accomplished by delivery of previously
issued shares of Common Stock.

          (3) Loans. The Company may make loans to Participants or their
respective lawful successors as the Board, in its sole discretion, may determine
(including a grantee who is a director or officer of the Company) in connection
with the exercise of Options granted under the Plan; provided, however, that the
Board shall not authorize the making of any loan where the possession of such
discretion or the making of such loan would result in a "modification" (as
defined in Section 424(h)(3) of the Code) of any Incentive Stock Option. Such
loans shall be subject to the following terms and conditions and such other
terms and conditions as the Board shall determine at the time the loan is made
as are not inconsistent with the Plan. Such loans shall bear interest at such
rates as the Board shall determine from time to time, which rates may be below
then current market rates (except in the case of Incentive Stock Options). In no
event may any such loan exceed the fair market value, at the date of exercise,
of the shares of Common Stock underlying the Option, or portion thereof,
exercised by the Participant. No loan shall have an initial term exceeding one
(1) year, but any such loan may be renewable at the discretion of the Board. At
the time a loan is made, Common Stock of the same class for which the Option is
being exercised having a fair market value at least equal to the principal
amount of the loan shall be pledged by the Participant to the Company as
security for payment of the unpaid balance of the loan. Every loan shall comply
with all applicable laws, regulations, and rules of the Board of Governors of
the Federal Reserve System and any other governmental agency having
jurisdiction.

          (4) Persons Subject to Section 16 of the Exchange Act. Participants
who are subject to Section 16 of the Exchange Act are hereby advised that
reliance on Rule 16b-3 may require that any equity security of the Company
acquired upon exercise of an Option by such person be held at least until the
date six months after the date of grant of the Option.

     (F) Limitations on Exercise. In the case of Options intended to be
Incentive Stock Options, the aggregate fair market value, determined as of the
date of grant, of the shares of Common Stock underlying such Options that are
exercisable for the first time by a Participant shall be limited to $100,000 per
calendar year.

     (G) Written Stock Option Agreement. Each Option shall be evidenced by a
written stock option agreement in a form approved by the Board. Each stock
option agreement shall be executed by the Company and by the Participant
receiving the Option.

7. Restricted Common Stock.

     (A) Granting of Restricted Common Stock. The Board may, in its sole
discretion and subject to the provisions of the Plan, grant to Participants at
such times as it deems appropriate following adoption of the Plan by the Board,
the right to purchase shares of Restricted Common Stock, subject to approval of
the Plan by the Company's stockholders.

     (B) Price of Restricted Common Stock. The price per share at which
Restricted Common Stock may be purchased by a Participant under the Plan shall
be determined by the Board at the time such Restricted Common Stock is
purchased. The purchase price per share of Restricted Common Stock as to any
particular Restricted Common Stock grant shall also be known as the "Initial
Price Per Share."

     (C) Terms of Restricted Common Stock.

          Unless otherwise established by the Board, all restrictions applicable
to the Restricted Common Stock shall lapse as follows: All Restricted Common
Stock granted hereunder shall be subject to a 36-month schedule, whereby
restrictions in respect of one-third (1/3) of such Restricted Common Stock shall
lapse 12 months after grant, one-third (1/3) shall lapse 24 months after grant,
and one-third (1/3) shall lapse 36 months after grant, unless otherwise provided
herein. Each grant of Restricted Common Stock may have a different Restricted
Period. The Board may in its sole discretion, at the time of the grant of
Restricted Common Stock is made, prescribe conditions for the incremental lapse
of restrictions during the Restricted Period and for the lapse or termination of
restrictions upon the satisfaction of other conditions with respect to all or
any portion of the Restricted Common Stock. The Board may also, in its sole
discretion, at any time shorten or terminate the Restricted Period or waive any
conditions for the lapse or termination of restrictions with respect to all or
any portion of the shares of Restricted Common Stock.

          Unless another date is specified, the date on which the Board approves
the grant of Restricted Common Stock shall be deemed the date on which the
Restricted Common Stock is granted.

          In order for Participant to exercise his right to purchase shares of
Restricted Common Stock under a grant (unless that payment date is further
extended by the Board), within thirty (30) days after the date of grant, such
Participant shall execute, retroactive to the date of such grant, an agreement
reflecting the number of shares the Participant is purchasing and the conditions
imposed upon the purchase of such shares as determined by the Board.

          As payment for the purchase price of the Restricted Common Stock, the
Participant may tender to the Company payment in cash, past or future services
(valued at their fair market value on the date the Restricted Common Stock is
granted by the Board at its sole discretion), in previously issued shares of
Common Stock (taken at their fair market value on the date the Restricted Common
Stock is granted determined as provided in Section 6(B)) or in any combination
thereof and shall comply with such other reasonable requirements as the Board
may establish, pursuant to this Section 8(C). These provisions shall not
preclude payment of the purchase price of Restricted Common Stock by any other
proper legal method specifically approved by the Board. Notwithstanding the
foregoing, the Board, in its sole discretion, may refuse to accept shares of
Common Stock in payment of the purchase price, in which event any certificates
representing such shares of Common Stock that were actually received by the
Company as attempted payment for the Restricted Common Stock shall be returned
to the Participant, together with notice by the Company of the refusal of the
Company to accept such shares of Common Stock as partial or full payment for the
Restricted Common Stock.

          A stock certificate representing the number of shares of Restricted
Common Stock granted to and purchased by a Participant shall be registered in
the Participant's name but shall be held in custody by the Company for the
Participant's account. The Participant shall have the rights and privileges of a
stockholder as to such shares of Restricted Common Stock, including the right to
vote such shares (in the case of voting Restricted Common Stock), except that
(i) the Participant shall not be entitled to delivery of such certificate until
the expiration or termination of the Restricted Period and the satisfaction of
any other conditions prescribed by the Board, (ii) none of the shares may be
sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the Restricted Period and until the satisfaction of any other conditions
prescribed by the Board, and (iii) subject to the provisions contained in
Section 8(D), all of the Restricted Common Stock, at the sole option of the
Company (to be exercised in writing, if at all, within thirty (30) days of the
occurrence of an employment or non-employee event, as set forth hereinbelow),
shall be forfeited and all rights of the Participant to such Restricted Common
Stock shall terminate without further obligation on the part of the Company
(except for the obligation of the Company to purchase the Restricted Common
Stock from the Participant at the Initial Price Per Share) in the event the
Participant has not remained in the continuous employment of the Company or its
affiliates or in continuous service as a non-employee advisor, consultant, or
director until the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board applicable to such
Restricted Common Stock. The Board shall decide in each case to what extent
leaves of absence for government or military service, illness, temporary
disability or other reasons shall not, for this purpose, be deemed interruption
of continuous employment or service as a non-employee advisor, consultant, or
director.

          At the discretion of the Board, cash and stock dividends may be either
currently paid or withheld by the Company for the Participant's account, and
interest may be paid on the amount of cash dividends withheld at a rate and
subject to such terms as determined by the Board.

          Each certificate evidencing shares of Restricted Common Stock shall be
inscribed with a legend substantially as follows:

          "The shares of common stock of Worldwide Medical Corporation,
evidenced by this certificate, are subject to the terms and restrictions of
Worldwide Medical Corporation's 2001 Stock Plan. Such shares are subject to
forfeiture or cancellation under the terms of said Plan and shall not be sold,
transferred, assigned, pledged, encumbered, or otherwise alienated or
hypothecated except pursuant to the provisions of said Plan, a copy of which is
available from Worldwide Medical Corporation, upon request."

          Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board or at such earlier
time as provided for herein, the restrictions applicable to the shares of
Restricted Common Stock shall lapse and a stock certificate for the number of
shares of Restricted Common Stock with respect to which the restrictions have
lapsed shall be delivered, free of all such restrictions, except any that may be
imposed by law, to the Participant or the Participant's beneficiary or estate,
as the case may be. The Company shall not be required to deliver any fractional
shares but will pay, in lieu thereof, the fair market value (determined in
accordance with Section 6(B) as of the date the restrictions lapse) of such
fractional shares to the Participant.

     (D) Termination of Employment/Services

          All of the Participant's rights to the shares of Restricted Common
Stock shall be forfeited if the Participant (who is an employee or non-employee
advisor, consultant, or director) is terminated or terminates his employment
with or service for the Company or its affiliates for any reason except for
death or permanent and total disability prior to the expiration of the
restrictions on such shares, and such forfeited shares shall be purchased by the
Company at the Initial Price Per Share within a reasonable time period
established by the Board. Any attempt to dispose of any such shares in
contravention of the foregoing restrictions shall be null and void and without
effect.

          If a Participant, who has been in the continuous employ or service of
the Company or its affiliates since the date on which the Restricted Common
Stock was granted, dies or becomes permanently and totally disabled while in
such employment or service and prior to the lapse of the restrictions on the
Restricted Common Stock all such restrictions shall lapse and cease to be
effective as of the end of the month in which the Participant's employment
terminates due to death or permanent and total disability.

     (E) Persons Subject to Section 16 of the Exchange Act. Participants who are
subject to Section 16 of the Exchange Act are hereby advised that reliance on
Rule 16b-3 may require that any equity security of the Company acquired upon
exercise of Restricted Common Stock by such person be held at least until the
date six months after the date of grant of the Restricted Common Stock.

8. Other Provisions.

     (A)  Adjustment of Shares.

     In the event that the outstanding shares of Common Stock of the Company are
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company by reason of merger,
consolidation, or reorganization in which the Company is the surviving
corporation or of a recapitalization, stock split, combination of shares,
reclassification, reincorporation, stock dividend, or other change in the
corporate structure of the Company, appropriate adjustments shall be made by the
Board in the aggregate number and kind of shares subject to this Plan, and the
number and kind of shares and the price per share subject to outstanding
Incentive Stock Options, Nonstatutory Stock Options, and Restricted Common Stock
in order to preserve, but not to increase, the benefits to the Participant then
holding such Awards.

     In the event that the Company at any time proposes to sell substantially
all of its assets, merge into, consolidate with or to enter into any other
reorganization in which the Company is not the surviving corporation, or if the
Company is the surviving corporation and the ownership of the outstanding
capital stock of the Company following the transaction changes by 50% or more as
a result of such transaction (a "Sale"), the Plan and all unexercised Incentive
Stock Options or Nonstatutory Stock Options granted hereunder and all offers to
purchase Restricted Common Stock shall terminate, unless provision is made in
writing in connection with such transaction for (i) the continuance of the Plan
and for the assumption of Incentive Stock Options and Nonstatutory Stock Options
theretofore granted, and all outstanding offers to purchase Restricted Common
Stock, or the substitution for such Incentive Stock Options, Nonstatutory Stock
Options and offers to purchase Restricted Common Stock of new Options covering,
and new offers to purchase, shares of a successor corporation, with appropriate
adjustments as to number and kind of shares and prices, in which event the Plan
and the Incentive Stock Options, Nonstatutory Stock Options and offers to
purchase Restricted Common Stock theretofore granted or the new Incentive Stock
Options, Nonstatutory Stock Options, and new offers to purchase Restricted
Common Stock substituted therefor, shall continue in the manner and under the
terms so provided or (ii) the substitution for the Plan and all outstanding
Incentive Stock Options and Nonstatutory Stock Options of a program or plan to
provide rights to the holders of such Options to receive on exercise of such
rights, the type and amount of consideration they would have received had they
exercised all Options prior to such transaction and less the aggregate exercise
price of such Options (which rights shall vest and be generally subject to the
terms of such Options in the case of unvested Options). If such provision is not
made in such transaction, then the Board shall cause written notice of the
proposed transaction to be given to the Participants holding Incentive Stock
Options, Nonstatutory Stock Options or rights of purchase not less than thirty
(30) days prior to the anticipated effective date of the proposed transaction,
and all Incentive Stock Options, Nonstatutory Stock Options, and rights of
purchase shall be accelerated and, concurrent with the effective date of the
proposed transaction, such Participants shall have the right to exercise
Incentive Stock Options, Nonstatutory Stock Options and accept rights of
purchase in respect to any or all shares then subject thereto. The Board shall
have the right, with respect to any specific Incentive Stock Option,
Nonstatutory Stock Option, or rights of purchase granted under the Plan, to
provide that all Incentive Stock Options, Nonstatutory Stock Options or rights
of purchase shall be accelerated in any event upon the effective date of the
proposed transaction.

     (B) Non-Transferability. No Award granted to a Participant under the Plan
shall be transferable other than by will or the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined in the Code;
provided that transfer pursuant to a qualified domestic relations order shall
not be permitted with respect to Incentive Stock Options or in circumstances
where such transfer would cause a lapse of restriction for purposes of Section
83 of the Code. Any attempt to transfer, assign, pledge, hypothecate, or
otherwise dispose of, or to subject to execution, attachment, or similar
process, any Award other than as permitted in the preceding sentence shall give
no right to the purported transferee.

     (C) Compliance with Law and Approval of Regulatory Bodies.

          No Option shall be exercisable and no shares shall be delivered in
settlement of any Award and no unrestricted Common Stock shall be issued for
Restricted Common Stock under the Plan except in compliance with all applicable
Federal and state laws and regulations including, without limitation, compliance
with the rules of all domestic stock exchanges on which the Company's shares may
be listed. Any certificate issued to evidence shares of Common Stock for which
an Award is exercised or with respect to which Restricted Common Stock
restrictions lapse shall bear such legends and statements as the Board deems
advisable in order to assure compliance with Federal and state laws and
regulations. No Award shall be exercisable and no Common Stock shall be
delivered and no Restricted Common Stock shall be issued under the Plan until
the Company has obtained consent or approval from such regulatory bodies,
Federal or state, having jurisdiction over such matters as the Board may deem
advisable.

          In the case of the exercise of an Award by a person or estate
acquiring the right to exercise such Award by bequest or inheritance or in the
case of a person or estate acquiring by bequest or inheritance the right to
receive Restricted Common Stock because of the lapse of the restrictions, the
Board may require reasonable evidence as to the ownership of the Award and may
require such consents and releases of taxing authorities as it may deem
advisable.

     (D) No Right to Employment. Neither the adoption of the Plan nor its
operation, nor any document describing or referring to the Plan, or any part
thereof, shall confer upon any Participant under the Plan any right to continue
in the employ of the Company or a subsidiary or shall in any way affect the
right and power of the Company or a subsidiary to terminate the employment of
any Participant under the Plan at any time with or without assigning a reason
therefor.

     (E) Tax Withholding. The Board shall have the right to deduct from any
settlement of an Award, including without limitation the delivery or vesting of
Common Stock, made under the Plan any Federal, state, or local taxes of any kind
required by law to be withheld with respect to such payments or to take any such
other action as may be necessary in the opinion of the Board to satisfy all
obligations for payment of such taxes. If Common Stock that would otherwise be
delivered in settlement of the Award is used to satisfy tax withholding, such
Common Stock shall be valued based on their fair market value determined in
accordance with Section 6(B) when the tax withholding is required to be made.

     (F) Amendment and Termination.

          The Board may at any time suspend, amend, or terminate the Plan, and,
without limiting the foregoing, the Board shall have the express authority to
amend the Plan from time to time, with or without approval by the stockholders,
in the manner and to the extent that the Board believes is necessary or
appropriate in order to cause the Plan to conform to provisions of Rule 16b-3
under the Exchange Act and any other rules under Section 16 of the Exchange Act,
as any of such rules may be amended, supplemented, or superseded from time to
time. Except for adjustments made in accordance with Section 8(A), the Board may
not, without the consent of the grantee of the Award, alter or impair any Award
previously granted under the Plan. No Award may be granted during any suspension
of the Plan or after termination thereof.

          In addition to Board approval of an amendment, if the amendment would:
(i) materially increase the benefits accruing to Participants; (ii) increase the
number of shares of Common Stock deliverable under the Plan (other than in
accordance with the provisions of Section 8(A)); or (iii) materially modify the
requirements as to eligibility for participation in the Plan, then such
amendment shall be approved by the holders of a majority of the Company's
outstanding capital stock represented and entitled to vote at a meeting held for
the purpose of approving such amendment to the extent required by Rule 16b-3 of
the Exchange Act.

     (G) Effective Date of the Plan. The Plan was adopted by the Board and the
stockholders holding a majority of the Company's outstanding shares entitled to
vote thereon on July 20, 2001.

     (H) Duration of the Plan. Unless previously terminated by the Board, the
Plan shall terminate at the close of business on July 19, 2011, and no Award
shall be granted under it thereafter, but such termination shall not affect any
Award theretofore granted.

     (I) Use of Certain Terms. The term "affiliates" shall mean the Company's
parent and subsidiaries. The terms "parent" and "subsidiary" shall have the
meanings ascribed to them in Section 424 of the Code and unless the context
otherwise requires, the other terms defined in Section 421, 422, and 424,
inclusive, of the Code and regulations and revenue rulings applicable thereto,
shall have the meanings attributed to them therein. The term "permanent and
total disability" shall have the meaning ascribed to it in Section 22(e)(3) of
the Code.

<PAGE>

                             STOCK OPTION AGREEMENT
                  GRANTED UNDER WORLDWIDE MEDICAL CORPORATION'S
                                 2001 STOCK PLAN

     Unless otherwise defined herein, the terms defined in the 2001 Stock Plan
(the "Plan") of Worldwide Medical Corporation (the "Company") shall have the
same defined meanings in this Option Agreement.

I. NOTICE OF STOCK OPTION GRANT
-------------------------------

     1. __________________ ("You") have been granted an option to purchase
Common Stock of the Company, subject to the terms and conditions of the Plan and
this Option Agreement, as follows:

     Grant  Number                            _______

     Date  of  Grant                          _______

     Vesting  Commencement  Date              _______

     Exercise  Price  per  Share              $______

     Total  Number  of  Shares  Granted       _______

     Total  Exercise  Price                   $______
     Type  of  Option:              ___     Incentive  Stock  Option  ("ISO")
                                    ___     Nonstatutory  Stock  Option  ("NSO")

     Expiration  Date:

     2. Vesting Schedule. All Options granted hereunder shall be subject to a
36- month vesting schedule, whereby one-third (1/3) of such Options shall vest
12 months after grant, one-third (1/3) shall vest 24 months after grant, and
one-third (1/3) shall vest 36 months after grant, unless otherwise provided
herein; provided, however, that any such vesting requirement of any outstanding
Option granted hereunder shall be fully accelerated in the event of a Sale, as
that term is defined hereinafter, so long as such acceleration would not result
in a "modification" (as defined in Section 424(h)(3) of the Code) of any
Incentive Stock Option. Notwithstanding the immediately preceding vesting
schedule, the Board in its sole discretion may modify, in any manner and to any
extent it deems appropriate, or waive any or all of such vesting requirements.

     3. Termination.

          (a) Termination for Any Reason Except Cause, Death, or Disability. If
the Participant (who is an employee or non-employee advisor, consultant, or
director) terminates his relationship as an employee or non-employee advisor,
consultant, or director or is terminated for any reason, except cause, death, or
permanent and total disability, the Option, to the extent (and only to the
extent) that it would have been exercisable by the Participant on the date of
termination, may be exercised by the Participant no later than three (3) months
after the date of termination, but in any event no later than the Expiration
Date.

          (b) Termination For Cause. If the Participant (who is an employee or
non-employee advisor, consultant, or director) is terminated for cause, the
Option, to the extent (and only to the extent) that it would have been
exercisable by the Participant on the date of termination, may be exercised by
the Participant no later than fifteen (15) days after the date of termination,
but in any event no later than the Expiration Date.

          (c) Termination Because of Death or Disability. If the Participant
(who is an employee or non-employee advisor, consultant, or director) is
terminated because of death or permanent and total disability of the
Participant, the Option, to the extent that it is exercisable by the Participant
on the date of termination, may be exercised by the Participant (or the
Participant's legal representative) no later than one (1) year after the date of
termination, but in any event no later than the Expiration Date.

     4. Termination Period. This Option may be exercised for ninety (90) days
after the termination of your employment or consulting relationship with the
Company. Upon your death or disability (as defined in Section 22(a)(3) of the
Internal Revenue Code of 1986, as amended (the "Code")), this Option may be
exercised for such longer period as provided in the Plan. In the event your
change in status is from employee to consultant or consultant to employee, This
Option Agreement shall remain in effect. In no event may this Option be
exercised later than the Expiration Date provided above.

II. AGREEMENT
-------------

     1. Grant of Option. The Administrator hereby grants to you, as set forth in
Section I, above, an option to purchase up to that number of Shares at the
exercise price per share set forth in Section I, above (the "Exercise Price"),
subject to the terms and conditions of the Plan, which are incorporated herein
by reference (the "Option"). In the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.

     If designated in the Notice of Grant as an ISO, this Option is intended to
qualify as an Incentive Stock Option under Section 422 of the Code. However, if
this Option is intended to be an Incentive Stock Option, to the extent that it
exceeds the $100,000 rule of Section 422(d) of the Code, such excess shall be
treated as if it were an NSO.

     2. Exercise of Option

     (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of my
death, disability, or other termination of my employment by, or consulting
relationship with, the Company, the exercisability of the Option is governed by
the applicable provisions of the Plan and this Option Agreement.

     (b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form approved by the Company (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. You shall sign the Exercise Notice and
shall deliver it in person or by certified mail to the Secretary of the Company.
The Exercise Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by such aggregate Exercise Price.

     No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. Assuming such compliance, for income tax purposes, the
Exercised Shares shall be considered transferred to you on the date the Option
is exercised with respect to such Exercised Shares.

     3. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at your election:


     (a) cash;

     (b) check; or

     (c) Payment in Shares of Common Stock. The value of shares of Common Stock
delivered for payment of the exercise price of an Option shall be the fair
market value of the Common Stock determined as provided in Section 6(B) of the
Plan on the date the Option is exercised. If certificates representing shares of
Common Stock are used to pay all or part of the exercise price of an Option,
separate certificates shall be delivered to the Company representing the number
of shares of Common Stock so used, and an additional certificate or certificates
shall be delivered to the Participant representing the additional shares of
Common Stock to which the Participant is entitled as a result of exercise of the
Option. Notwithstanding the foregoing and the provisions of Section 6(E)(1) of
the Plan, the Board, in its sole discretion, may refuse to accept shares of
Common Stock delivered for payment of the exercise price, in which event any
certificates representing such shares of Common Stock that were actually
received by the Company with the written notice of exercise shall be returned to
the exercising Participant, together with notice by the Company of the refusal
of the Company to accept such shares of Common Stock as partial or full payment
of the exercise price.

     In the event shares are delivered for payment of the exercise price of such
Option as herein provided, then, at the discretion of the Board, the Participant
may be granted an Option to purchase that quantity and class of Common Stock
equal to the quantity and class of Common Stock delivered in partial or full
payment of the exercise price, with an exercise price equal to the current fair
market value of such Common Stock, and with a term of such Option extending to
the expiration date of the Option for which partial or full payment of the
exercise price thereof was accomplished by delivery of previously issued shares
of Common Stock.

     (d) Loans. The Company may make loans to Participants or their respective
lawful successors as the Board, in its sole discretion, may determine (including
a grantee who is a director or officer of the Company) in connection with the
exercise of Options granted under the Plan; provided, however, that the Board
shall not authorize the making of any loan where the possession of such
discretion or the making of such loan would result in a "modification" (as
defined in Section 424(h)(3) of the Code) of any Incentive Stock Option. Such
loans shall be subject to the following terms and conditions and such other
terms and conditions as the Board shall determine at the time the loan is made
as are not inconsistent with the Plan. Such loans shall bear interest at such
rates as the Board shall determine from time to time, which rates may be below
then current market rates (except in the case of Incentive Stock Options). In no
event may any such loan exceed the fair market value, at the date of exercise,
of the shares of Common Stock underlying the Option, or portion thereof,
exercised by the Participant. No loan shall have an initial term exceeding one
(1) year, but any such loan may be renewable at the discretion of the Board. At
the time a loan is made, Common Stock of the same class for which the Option is
being exercised having a fair market value at least equal to the principal
amount of the loan shall be pledged by the Participant to the Company as
security for payment of the unpaid balance of the loan. Every loan shall comply
with all applicable laws, regulations, and rules of the Board of Governors of
the Federal Re-serve System and any other governmental agency having
jurisdiction.

     4. Non-Transferability of the Option. No Award granted to a Participant
under the Plan shall be transferable other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
in the Code; provided that transfer pursuant to a qualified domestic relations
order shall not be permitted with respect to Incentive Stock Options or in
circumstances where such transfer would cause a lapse of restriction for
purposes of Section 83 of the Code. Any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of, or to subject to execution, attachment, or
similar process, any Award other than as permitted in the preceding sentence
shall give no right to the purported transferee. The terms of the Plan and this
Option Agreement shall be binding upon your executors, administrators, heirs,
successors, and assigns.

     5. Term of Option. This Option may be exercised only during the term set
forth in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

     6. Tax Consequences. Some of the federal and Delaware state tax
consequences relating to this Option, as of the date of this Option, are set
forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

     (a) Exercising the Option.

          (i) NSO. If this Option is an NSO, you may incur regular federal
     income tax and California state income tax liability upon its exercise. You
     will be treated as having received compensation income (taxable at ordinary
     income tax rates) equal to the excess, if any, of the Fair Market Value of
     the Exercised Shares (on the date of exercise) over their aggregate
     Exercise Price. If you are an Employee or a former Employee, the Company
     will be required to withhold from your compensation or collect from you and
     pay to the applicable taxing authorities an amount in cash equal to a
     percentage of this compensation income at the time of exercise, and may
     refuse to honor the exercise and refuse to deliver the Shares if such
     withholding amounts are not delivered at the time of exercise.

          (ii) ISO. If this Option qualifies as an ISO, you will have no regular
     federal income tax or Delaware state income tax liability upon its
     exercise, although the excess, if any, of the Fair Market Value of the
     Exercised Shares (on the date of exercise) over their aggregate Exercise
     Price will be treated as an adjustment to alternative minimum taxable
     income for federal income tax purposes and may subject you to alternative
     minimum tax in the year of exercise. In the event that you undergo a change
     of status from Employee to Consultant, any ISO of yours that remains
     unexercised shall cease to qualify as an ISO and will be treated for tax
     purposes as an NSO on the ninety-first (91st) day following such change in
     status.

     (b) Disposition of Shares.

          (i) NSO. If you hold NSO Shares for at least one year, any gain
     realized on disposition of the Shares over Fair Market Value of the
     Exercised Shares at time of exercise will be treated as a long-term capital
     gain for federal income tax purposes.

          (ii) ISO. If you hold ISO Shares for at least one year after exercise
     AND for two years after the Option grant date, any gain realized on
     disposition of the Shares will be treated as a long-term capital gain for
     federal income tax purposes. If you dispose of ISO Shares within one year
     after exercise or within two years after the Option grant date, any gain
     realized on such disposition will be treated as compensation income
     (taxable at ordinary income rates) to the extent of the excess, if any, of
     the LESSER OF (A) the difference between the Fair Market Value of the
     Shares acquired on the date of exercise and their aggregate Exercise Price,
     or (B) the difference between the sale price of such Shares and their
     aggregate Exercise Price.

     (c) Notice of Disqualifying Disposition of ISO Shares. If you sell or
otherwise dispose of any of the Shares acquired pursuant to an ISO on or before
the later of (i) one year after the exercise date or (ii) two years after the
Option grant date, you shall immediately notify the Company in writing of such
disposition. You acknowledge that you may be subject to income tax withholding
by the Company on the compensation income recognized from such early disposition
of ISO Shares by payment in cash or out of the current earnings to be paid by
the Company to you.

     7. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and you with
respect to the subject matter hereof, and may not be modified adversely to your
interest except by means of a writing signed by you and the Company. This
agreement is governed by Delaware law except for that body of law pertaining to
conflict of laws.

     By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. You have reviewed
the Plan and this Option Agreement in their entirety, have had an opportunity to
obtain the advice of counsel prior to executing this Option Agreement and fully
understand all provisions of the Plan and Option Agreement. You hereby agree to
accept as binding, conclusive, and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option Agreement. You
further agree to notify the Company upon any change in the residence indicated
below.


OPTIONEE'S NAME                         WORLDWIDE  MEDICAL  CORPORATION


--------------------------           ------------------------------------------
street address                       Daniel G. McGuire, Chief Executive Officer
                                     13 Spectrum Point Drive
                                     Lake  Forest,  CA  92630

--------------------------
city, state,


<PAGE>
                                CONSENT OF SPOUSE

     I have read and hereby approve the terms and conditions of the Plan and
this Option Agreement. In consideration of the Company's granting my spouse the
right to purchase Shares, as set forth in the Plan and this Option Agreement, I
hereby agree to be irrevocably bound by the terms and conditions of the Plan and
this Option Agreement and further agree that any community property interest
shall be similarly bound. I hereby appoint my spouse as my attorney-in-fact with
respect to any amendment or exercise of rights under the Plan or this Option
Agreement.


     -----------------------------------------
     Signature  of  Spouse  of  Optionee


     ----------------------------------------
     Type  or  Print  Name


     ------------------
     Date

<PAGE>
                                    EXHIBIT A
                                    ---------
                                 2001 STOCK PLAN
                                 EXERCISE NOTICE
Secretary
Worldwide Medical Corporation
12 Spectrum Point Drive
Lake Forest, CA  92630

     1. Exercise of Option. Effective as of today, ____________ __, 20__, the
undersigned (the "Purchaser") hereby elects to purchase ____________ shares (the
"Shares") of the Common Stock of Worldwide Medical Corporation(the "Company")
under and pursuant to the 2001 Stock Plan (the "Plan") and the Stock Option
Agreement dated ____________ __, _____, with Grant Number ______ (the "Option
Agreement"). The purchase price for the Shares shall be $_____________, as
required by the Option Agreement.

     2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares in the form of:

     __     Cash;
     __     Check;  or
     __ Payment in Shares of Common Stock. The value of shares of Common Stock
delivered for payment of the exercise price of an Option shall be the fair
market value of the Common Stock determined as provided in Section 6(B) on the
date the Option is exercised. If certificates representing shares of Common
Stock are used to pay all or part of the exercise price of an Option, separate
certificates shall be delivered to the Company representing the number of shares
of Common Stock so used, and an additional certificate or certificates shall be
delivered to the Participant representing the additional shares of Common Stock
to which the Participant is entitled as a result of exercise of the Option.
Notwithstanding the foregoing and the provisions of Section 6(E)(1), the Board,
in its sole discretion, may refuse to accept shares of Common Stock delivered
for payment of the exercise price, in which event any certificates representing
such shares of Common Stock that were actually received by the Company with the
written notice of exercise shall be returned to the exercising Participant,
together with notice by the Company of the refusal of the Company to accept such
shares of Common Stock as partial or full payment of the exercise price.

               In the event shares are delivered for payment of the exercise
price of such Option as herein provided, then, at the discretion of the Board,
the Participant may be granted an Option to purchase that quantity and class of
Common Stock equal to the quantity and class of Common Stock delivered in
partial or full payment of the exercise price, with an exercise price equal to
the current fair market value of such Common Stock, and with a term of such
Option extending to the expiration date of the Option for which partial or full
payment of the exercise price thereof was accomplished by delivery of previously
issued shares of Common Stock.

     __ Loans. The Company may make loans to Participants or their respective
lawful successors as the Board, in its sole discretion, may determine (including
a grantee who is a director or officer of the Company) in connection with the
exercise of Options granted under the Plan; provided, however, that the Board
shall not authorize the making of any loan where the possession of such
discretion or the making of such loan would result in a "modification" (as
defined in Section 424(h)(3) of the Code) of any Incentive Stock Option. Such
loans shall be subject to the following terms and conditions and such other
terms and conditions as the Board shall determine at the time the loan is made
as are not inconsistent with the Plan. Such loans shall bear interest at such
rates as the Board shall determine from time to time, which rates may be below
then current market rates (except in the case of Incentive Stock Options). In no
event may any such loan exceed the fair market value, at the date of exercise,
of the shares of Common Stock underlying the Option, or portion thereof,
exercised by the Participant. No loan shall have an initial term exceeding one
(1) year, but any such loan may be renewable at the discretion of the Board. At
the time a loan is made, Common Stock of the same class for which the Option is
being exercised having a fair market value at least equal to the principal
amount of the loan shall be pledged by the Participant to the Company as
security for payment of the unpaid balance of the loan. Every loan shall comply
with all applicable laws, regulations, and rules of the Board of Governors of
the Federal Reserve System and any other governmental agency having
jurisdiction.

     3. Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read, and understood the Plan and the Option Agreement and agrees to
abide by any be bound by their terms and conditions.

     4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate for the number of Shares so acquired shall be issued to the
Purchaser as soon as practicable after exercise of the Option. No adjustments
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in the Plan.

     5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deemed advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

     6. Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Exercise Notice, the Plan, and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by Delaware law except for that body of law pertaining to conflict of
laws.

Submitted  by:                       Accepted by:


OPTIONEE'S NAME                      WORLDWIDE MEDICAL CORPORATION


--------------------------           ------------------------------------------
street address                       Daniel G. McGuire, Chief Executive Officer
                                     13 Spectrum Point Drive
                                     Lake  Forest,  CA  92630

--------------------------
city, state,