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                                                                 EXHIBIT 10.30













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                        INTENSIVA HEALTHCARE CORPORATION

                           DIRECTORS STOCK OPTION PLAN

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                        INTENSIVA HEALTHCARE CORPORATION
                           DIRECTORS STOCK OPTION PLAN


                      SECTION 1. ESTABLISHMENT AND PURPOSE.

         The Intensiva HealthCare Corporation Directors Stock Option Plan is
designed and intended: (i) to compensate directors for serving as directors and
to reward them for their contributions to the growth and success of the Company;
(ii) to induce directors of the Company to remain directors of the Company, to
offer them incentives and rewards in recognition of their contributions to the
Company's progress, and to encourage them to continue to promote the best
interests of the Company and its subsidiaries; and (iii) to aid the Company and
its subsidiaries in competing with other enterprises for the services of new
directors needed to help ensure the Company's continued progress.


                             SECTION 2. DEFINITIONS.

         (a)   "ACT" means the Securities Exchange Act of 1934, as amended.

         (b)   "ADMINISTRATOR" means the President of the Company, initially
               David W. Cross.

         (c)   "BOARD OF DIRECTORS" means the Board of Directors of the Company.

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

         (e)   "COMPANY" means Intensiva HealthCare Corporation, a corporation
               organized and existing under the laws of the State of Delaware.

         (f)   "ELIGIBLE DIRECTOR" means any member of the Board of Directors on
               an Option Date who: (i) is eligible to receive cash compensation
               for serving as a director of the Company; and (ii) has elected to
               be granted Options under Section 7 of this Plan in lieu of cash
               payment of director's fees.

         (g)   "FAIR MARKET VALUE" of a share of the Company's Common Stock
               means, for any particular date: (i) for any period when closing
               transaction prices for the Stock shall be reported by NASDAQ, the
               closing transaction price per share of Stock as reported by
               NASDAQ; or (ii) the fair market value market per share of stock
               as determined in good faith by the Board of Directors in the
               event clause (i) shall not be applicable. If Fair Market Value is
               to be determined as of a day when the securities markets are not
               open (or no trades of the stock were reported, in the event
               clause (i)), the Fair Market Value on that day shall be the Fair
               Market Value on the preceding day when the markets were open (or
               a trade was reported).

         (h)   "NASDAQ" means the National Association of Securities Dealers
               Automated Quotation System or any successor thereto on which the
               daily trading price or bid and ask prices of the Company's Stock
               is made available.


Intensiva HealthCare Corporation                                        Page 1
Directors Stock Option Plan


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         (i)   "OPTION" means an option granted under this Plan to acquire
               Stock.

         (j)   "OPTIONEE" means the person to whom an Option is granted.

         (k)   "OPTION AGREEMENT" means an Agreement issued to each Eligible
               Director with respect to each Option.

         (l)   "OPTION DATE" means the date as of which an Option is granted,
               which shall be the first business day after each annual meeting
               of the Board of Directors of the Company for each year that the
               Plan is in effect; provided, however, that the Option Date with
               respect to granting Options hereunder for fiscal 1997 shall be
               the date that the Plan is approved by the Board of Directors.

         (m)   "PLAN" means the Intensiva HealthCare Corporation Directors Stock
               Option Plan.

         (n)   "POST-DEATH REPRESENTATIVE(S)" means the executor(s), personal
               representatives, or administrator(s) of the Optionee's estate or
               the person or persons to whom the Optionee's rights under his or
               her Option pass by the Optionee's will or the laws of descent and
               distribution.

         (o)   "STOCK" means authorized and unissued shares of Common Stock of
               the Company or reacquired shares of the Company's Common Stock
               held in its treasury.


                           SECTION 3. ADMINISTRATION.

         The Plan shall be administered on behalf of the Company by the
Administrator. The Administrator may adopt, amend, and rescind from time to time
such administrative rules, and may take from time to time such actions, with or
without notice to affected Optionees, as he or she may deem appropriate to
implement or interpret the provisions of this Plan or to exercise any authority,
discretion, or power explicitly or implicitly granted to the Administrator under
this Plan, provided that no such rules or actions may be inconsistent with the
provisions of this Plan, or Rule 16b-3 promulgated by the Securities and
Exchange Commission. The Administrator may make rules or take action pursuant to
this Section by any appropriate means.


                   SECTION 4. SHARES RESERVED UNDER THE PLAN.

         (a) At any time during the existence of the Plan, there shall be
reserved for issuance upon the exercise of Options granted under the Plan an
amount of Stock (subject to adjustment as provided in Section 10 hereof) equal
to the total number of shares then issuable pursuant to all such Option grants
which shall have been made prior to such time. The Company in its discretion may
use reacquired shares held in the treasury in lieu of authorized but unissued
shares.

         (b) If an Option terminates in whole or in part, by expiration or for
any other reason except exercise of such Option, the shares previously reserved
for issuance upon exercise of the Option shall again be available for issuance,
as if such shares had never been subject to an Option.

Intensiva HealthCare Corporation                                        Page 2
Directors Stock Option Plan

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                         SECTION 5. GRANTING OF OPTIONS.

         (a) Each person who is an Eligible Director on an Option Date shall
receive Options to acquire ten thousand (10,000) shares of Stock in lieu of cash
compensation as a member of the Board of Directors for a two-year period
commencing with the meeting of the Board of Directors on September 5, 1997.
Thereafter the amount of Options to which Eligible Directors shall be entitled
hereunder shall be established by resolution of the Board of Directors.

         (b) All Options granted under the Plan shall be granted as of an Option
Date. Promptly after each Option Date, the Company shall notify the Optionee of
the grant of the Option, and shall give to the Optionee an Option Agreement,
duly executed by and on behalf of the Company, with the request that the
Optionee execute and return the Agreement within thirty days after the Option
Date.


                          SECTION 6. TERMS OF OPTIONS.

         Each Option granted under the Plan shall be evidenced by an Option
Agreement, which shall include the substance of the following terms and
conditions:

         (a) The exercise price for each share of Stock subject to an Option
shall be an amount equal to the Fair Market Value of a share of Stock on the
Option Date.

         (b) The Option shall not be transferable by the Optionee otherwise than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or the regulations thereunder.
The designation of a beneficiary does not constitute a transfer. The Option
shall be exercisable, during the Optionee's lifetime, only by the Optionee.

         (c) The Option shall not be exercisable as to any shares of Stock until
the six-month anniversary of the Option Date at which time options to purchase
one-fourth (1/4) of the shares of Stock subject to the Option shall become
exercisable; thereafter Options to purchase an additional one-twenty-fourth
(1/24) of the shares of Stock subject to the Option shall become exercisable on
each monthly anniversary of the Option Date. Notwithstanding the foregoing, if
at any time an Eligible Director ceases to be a member of the Company's Board of
Directors, any Options granted to such person which have not become exercisable
prior to the time such person ceases being a director shall immediately
terminate and be null and void.

         (d) Any Option granted under this Plan shall not be exercisable after
the expiration of ten years from the Option Date.


                     SECTION 7. ELECTION TO RECEIVE OPTIONS.

         The issuance of Options under this Plan is intended to compensate
directors for their services as such in lieu of cash compensation. In order to
become an Eligible Director, a director must deliver to the Company written
notice of his or her intention to receive Options in lieu of cash compensation
for directors' fees within thirty days following the annual meeting of the Board
of Directors of the Company

Intensiva HealthCare Corporation                                        Page 3
Directors Stock Option Plan

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for each year hereafter that the Plan is in effect; provided, however, that
Directors may elect to receive Options hereunder in lieu of cash compensation
for the two years commencing with the Board of Directors' Meeting on September
5, 1997, or such other Option Date as of which a director elects to receive
options under the Plan, by providing the Company with written notice of such
intention within 30 days of adoption of this Plan by the Board of Directors or
such later Option Date. Written notice hereunder shall be deemed to be an
election by a director to receive Options in lieu of cash compensation for
directors' fees for a two-year period from the date of such notice. During such
two-year period, an Eligible Director will not be entitled to any cash
compensation for directors' fees.


                    SECTION 8. NO RIGHT TO REMAIN A DIRECTOR.

         Notwithstanding anything else contained in this Plan to the contrary,
the election of a director to receive Options under this Plan shall not create
any right in any person to remain a director of the Company.


                         SECTION 9. EXERCISE OF OPTIONS.

         (a) An Option shall be exercisable only: (i) upon payment to the
Company on the exercise date of cash in the full amount of the option price of
the shares with respect to which the Option is exercised; (ii) upon delivery to
the Company on the exercise date of certificates representing shares of Company
Stock, owned by the Optionee for longer than six months and registered in the
Optionee's name, having a Fair Market Value, on the date of such exercise and
delivery, equal to the full amount of the purchase price of the shares with
respect to which the Option is exercised; (iii) upon delivery to the Company on
the exercise date of options to purchase shares of Company Stock (whether
granted hereunder or otherwise), having a Fair Market Value, after deducting the
exercise price of such options, on the date of such exercise and delivery, equal
to the full amount of the purchase price of the shares with respect to which the
Option is exercised; or (iv) a combination of (i), (ii), and (iii).

         (b) An Optionee shall have none of the rights of a shareholder with
respect to shares of Stock subject to his or her Option until shares of Stock
are issued to him or her upon the exercise of his or her Option.


                         SECTION 10. GENERAL PROVISIONS.

         The Company shall not be required to issue or deliver any certificate
for shares of Stock to an Optionee upon the exercise of his or her Option prior
to:

         (a) if requested by the Company, the filing with the Company by the
Optionee or the Optionee's Post-Death Representative of a representation in
writing that at the time of such exercise it is his or her then present
intention to acquire the shares of Stock being purchased for investment and not
for resale, and/or the completion of any registration or other qualification of
such shares of Stock under any state or federal laws or rulings or regulations
of any governmental regulatory body, which the Company shall determine to be
necessary or advisable; and


Intensiva HealthCare Corporation                                        Page 4
Directors Stock Option Plan

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         (b) the obtaining of any other consent, approval or permit from any
state or federal governmental agency which the Administrator shall, in his
absolute discretion upon the advice of counsel, determine to be necessary or
advisable.


              SECTION 11. ADJUSTMENT PROVISIONS; CHANGE OF CONTROL.

         In the event any stock dividend is declared upon the Company's Common
Stock or in the event outstanding shares of stock shall be changed into or
exchanged for a different number, class or kind of shares of stock or other
securities of the Company or of another corporation, whether by reason of a
split or combination of shares, recapitalization, reclassification,
reorganization, merger, consolidation or otherwise, the number of shares of
Stock reserved for issuance upon the exercise of Options issuable hereunder
whether or not subject to outstanding Options shall be appropriately and
proportionately adjusted, and in any such event a corresponding adjustment shall
be made changing the number, class, or kind of shares of Stock or other
securities which are deliverable upon the exercise of any Option theretofore
granted and unexercised without change in the total price applicable to the
unexercised portion of such Option, but with a corresponding adjustment in the
price for each share of Stock covered by the unexercised portion of such Option.
Notwithstanding anything herein to the contrary, if an Optionee is employed by
the Company upon the effective date of any merger, consolidation, sale of all
(or substantially all) of the assets of the Company, or other business
combination involving the sale or transfer of all (or substantially all) of the
capital stock or assets of the Company in which the Company is not the surviving
entity, or if it is the surviving entity, either (i) it does not survive as an
operating ongoing concern in substantially the same line of business, or (ii) it
is controlled by persons or entities previously unaffiliated with the Company,
any Option held by such Optionee shall become exercisable immediately prior to
the consummation of any of the foregoing events with respect to one hundred
percent (100%) of the shares subject to the Option.


                SECTION 12. DURATION, AMENDMENT, AND TERMINATION.

         (a) The Board of Directors may at any time terminate the Plan or make
such amendments thereof, including reducing the number of Options which are to
be granted as of any Option Date, as it shall deem advisable and in the best
interests of the Company, without action on the part of the stockholders of the
Company; provided, however, that no such termination or amendment shall, without
the consent of the Optionee, adversely affect or impair the rights of such
Optionee with respect to Options granted prior to the date of such termination
or amendment.

         (b) The period during which Options may be granted under the Plan shall
terminate on September 5, 2007, unless the Plan earlier shall have been
terminated as provided above.


                           SECTION 13. EFFECTIVE DATE.

         The Plan shall be effective on the date that it is approved by the
Board of Directors of the Company.


Intensiva HealthCare Corporation                                        Page 5
Directors Stock Option Plan

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                        INTENSIVA HEALTHCARE CORPORATION
                           DIRECTORS STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT


         This Stock Option Agreement (the "AGREEMENT"), entered into this______
day  of___________, in the County of St. Louis, Missouri, by and between
Intensiva HealthCare Corporation, a Delaware corporation (the
"COMPANY") and _________,  (the "OPTIONEE") pursuant to the Intensiva
HealthCare Corporation Directors  Stock Option Plan (the "PLAN").

         1. GRANT OF OPTION. The Company hereby grants to Optionee the right,
privilege and option to purchase __________ shares of Common Stock, 0.001 par
value, of the Company at a price of __________ Dollars ($ ______) per share, in
the manner and subject to the conditions provided herein.

         2. TERM OF OPTION. This Option shall expire on ______________.

         3. TIME OF EXERCISE OF OPTION. This Option shall be immediately
exercisable as to any or all shares and may be exercised at any time and from
time to time during its term.

         4. INCORPORATION OF STOCK OPTION PLAN. This Agreement is entered into
pursuant to the Plan, which Plan is by this reference incorporated herein and
made a part hereof. All capitalized terms not defined herein shall have the
meaning ascribed to them in the Plan. The material provisions of the Plan
applicable to this Option are as follows:

            a. METHOD OF EXERCISE OF OPTION. This Option shall be exercisable
         only: (i) upon payment to the Company on the exercise date of cash in
         the full amount of the option price of the shares with respect to which
         the Option is exercised; (ii) upon delivery to the Company on the
         exercise date of certificates representing shares of Company Stock,
         owned by the Optionee for longer than six months and registered in the
         Optionee's name, having a Fair Market Value, on the date of such
         exercise and delivery, equal to the full amount of the purchase price
         of the shares with respect to which the Option is exercised; (iii) upon
         delivery to the Company on the exercise date of options to purchase
         shares of Company Stock (whether granted hereunder or otherwise),
         having a Fair Market Value, after deducting the exercise price of such
         options, on the date of such exercise and delivery, equal to the full
         amount of the purchase price of the shares with respect to which the
         Option is exercised; or (iv) a combination of (i), (ii), and (iii).

            b. NON-TRANSFERABILITY OF OPTION. This Option is non-transferable by
         Optionee except by will or the laws of descent and distribution and
         shall be exercisable during Optionee's lifetime only by Optionee. In
         the event of Optionee's death, the Post-Death Representative may
         exercise this Option.

            c. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the event any
         stock dividend is declared upon the Company's Common Stock or in the
         event outstanding shares of stock shall be changed into or exchanged
         for a different number, class or kind of shares of stock or other
         securities of the Company or of another corporation, whether by reason
         of a split or combination of shares, recapitalization,
         reclassification, reorganization, merger,

Stock Option Agreement                                                   Page 1


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         consolidation or otherwise, the number of shares of Stock reserved for
         issuance upon the exercise of outstanding Options shall be
         appropriately and proportionately adjusted, and in any such event a
         corresponding adjustment shall be made changing the number, class or
         kind of shares of Stock or other securities which are deliverable upon
         the exercise of any Option theretofore granted without change in the
         total price applicable to the unexercised portion of such Option, but
         with a corresponding adjustment in the price for each share of Stock
         covered by the unexercised portion of such Option. In the event the
         Company is merged, consolidated or reorganized with another
         corporation, appropriate provision shall be made for the continuance of
         outstanding Options with respect to shares of the succeeding parent
         corporation following a merger, or with respect to shares of the
         consolidated or reorganized corporation in the case of a consolidation
         or reorganization, and to prevent their dilution or enlargement
         compared to the total shares issuable therein in respect of the Stock.
         Adjustments hereunder shall be made in an equitable manner by the
         Administrator, whose determination shall be conclusive and binding on
         all concerned.


         IN WITNESS WHEREOF, Intensiva HealthCare Corporation has caused this
Agreement to be executed and its Corporate Seal to be affixed, and Optionee has
signed the same, in duplicate originals as of the day and year first above
written.

                                         INTENSIVA HEALTHCARE CORPORATION



                                         By:
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                                          David W. Cross
                                          President and Chief Executive Officer





                                          --------------------------------------
                                          Optionee


Stock Option Agreement                                                  Page 2