Exhibit 10.01


                             STOCK ESCROW AGREEMENT
                             ----------------------

     THIS ESCROW AGREEMENT, dated as of this 2nd day of September, 1999, between
and among Thomas F. Reiner, in his capacity as President and Chief Executive
Officer (the "Escrow Agent") of Sparta Surgical Corporation, a Delaware
corporation ("Sparta"), and Thomas F. Reiner ("Reiner").


                                WITNESSETH THAT:


     WHEREAS, Reiner has agreed to provide certain personal guaranty on behalf
of Sparta Olsen Electrosurgical, Inc. ("Sparta Olsen") obligations pursuant to
attached Board Resolution dated September 2, 1999. As a result, the Board of
Directors desire to compensation Reiner for providing said guaranties of the
Company obligations which are benefiting the Company, shareholders and its
overall business and operations.

     WHEREAS, Sparta is issuing to Reiner on or about the date hereof, 550,000
shares of Common Stock, which shares are being issued for the consideration set
forth of the Board Resolution hereto, and which shares are to be held by the
Escrow Agent for the benefit of Sparta until the expiration of this Agreement,
or until the occurrence of an earlier condition of release to Reiner, all upon
the terms set forth herein;

     NOW, THEREFORE, in consideration of the mutual undertakings contained
herein and in consideration for Reiner's providing guaranty on behalf of the
Company before issuance, and each party's entering into this Agreement, the
parties hereto, intending to be legally bound, agree as follows:

     1. Reiner and Sparta hereby appoint Thomas F. Reiner as the Escrow Agent
for the purposes herein.

     2. This Agreement shall be effective for a period of one (1) year from the
date hereof (the "Term").

     3. The securities being placed in escrow subject to this Agreement shall
include: (a) the 550,000 shares of Common Stock being issued to Reiner (to be
held in his name and as to which Reiner shall be considered the owner for



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Thomas F. Reiner
Stock Escrow Agreement
November 16, 1999
Page 2 of 6


purposes of Rule 144 under the Securities Act of 1933) on or about the date
hereof, (b) any stock or cash dividends that may be paid thereon during the term
of this Agreement, (c) any additional securities issued through, or by reason of
stock split or reverse split (for the sole purpose of keeping the Escrowed
Securities from becoming diluted by such issuances), and (d) any other dividends
or distributions of any kind with respect to the securities being held subject
to escrow under this Agreement. All of the foregoing shall be collectively
referred to herein as the "Escrowed Securities".

     Any dividends or distributions of any kind with respect to the Escrowed
Securities that may be paid during the terms of this Agreement shall be paid to
the Escrow Agent and held pursuant to the terms hereof. Such dividends or
distributions of any kind with respect to the Escrowed Securities shall be
available for distribution in accordance with the provisions of Paragraph 5
hereof.

     4. Upon issuance the certificates evidencing the Escrowed Securities shall
be delivered to the Escrow Agent for deposit pursuant to the terms hereof.

     5. The Escrowed Securities shall be held in escrow hereunder until the end
of the Term, in which case they shall be released and assigned over to Reiner
upon the occurrence of any of the following conditions:

          (a)  100% of the Escrowed Securities in the event that Sparta has not
               paid within one (1) year all of it's obligations pursuant to the
               attached Board Resolution and upon Reiner's providing the Escrow
               Agent with written notice of his intention that such event be
               grounds for the release of the Escrowed Shares from escrow (which
               notice may be given at any time, in the sole discretion of
               Reiner, during the Term);

          (b)  Upon any "change in control" of Sparta. A "change in control"
               occurs upon the occurrence of one of the following events, but
               only if Reiner notifies Sparta in writing of his intention that
               such event be treated as a change in control (which notice may be
               given at any time, in the sole discretion of Reiner, during the
               Term): (i) An event that would be required to be reported in


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Thomas F. Reiner
Stock Escrow Agreement
November 16, 1999
Page 3 of 6

               response to Item 5(f) of Schedule 14A of regulation 14A
               promulgated under the Securities Exchange Act of 1934 (the
               "Exchange Act"), or any successor thereof, assuming that Sparta
               was a reporting company or was otherwise required to file reports
               under the Exchange Act, (ii) Any "person" (as such term in
               defined in Sections 13 (d) and 14 (d) (2) of the Exchange Act)
               who is not currently an owner of the securities of Sparta, is or
               becomes the beneficial owner, directly or indirectly, of
               securities of Sparta representing 20% or more of the combined
               voting power of Sparta's then outstanding securities pursuant to
               a tender offer or otherwise, or (iii) During any period of two
               consecutive years, individuals who at the beginning of such
               period constitute the Board of Directors of Sparta cease for any
               reason to constitute at lease a majority thereof unless the
               election of each director, who was not a director at the
               beginning of the period, was approved by a vote of at least
               two-thirds of the directors then still in office who were
               directors at the beginning of the period;

          (c)  Upon the termination of Reiner's employment with Sparta for any
               reason (including his resignation), or Reiner's being terminated
               as President, Chief Executive Officer or Chairman of Sparta, upon
               Reiner's providing the Escrow Agent with written notice of his
               intention that such event be grounds for the release of the
               Escrowed Shares from escrow (which notice may be given at any
               time, in the sole discretion of Reiner, during the Term); and

          (d)  If (i) an order is entered for relief against Sparta, or
               declaring that Sparta is insolvent, or resulting in a finding
               that Sparta is insolvent, or if Sparta voluntarily files for
               bankruptcy, or if similar relief is granted with respect to
               Sparta, under any law now or hereafter in effect relating to
               bankruptcy, insolvency, relief of debtors, protection of
               creditors; (ii) a receiver, trustee, custodian, liquidator,
               assignee, sequestrator or other similar official is appointed for
               such Sparta or for all or any substantial part of Sparta's
               property; or (iii) if a proceeding is brought under the federal
               bankruptcy code, Sparta fails to file a proper answer thereto
               (including a request that the petitioner post adequate bond under
               Section 303(e) of said code) within thirty days of receipt of
               notice of said proceeding, upon Reiner's providing the Escrow
               Agent with written notice of this intention that such event be
               grounds for the release of the Escrowed Shares from escrow (which
               notice may be given at any time, in the sole discretion of
               Reiner, during the Term).


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Thomas F. Reiner
Stock Escrow Agreement
November 16, 1999
Page 4 of 6


     The parties agree and acknowledge that in the event Reiner fails to provide
any of the written notices specified in subparagraphs (a) through (h), that the
condition shall not be considered to have occurred and that the Escrowed
Securities shall remain in escrow pursuant to this Agreement. Upon receipt by
the Escrow Agent of the required written notice by Reiner which states that one
of the conditions referred to in subparagraphs (a) through (d) of this Paragraph
5 have occurred (which absent any actual knowledge on the part of the Escrow
Agent to the contrary shall be accepted as absolute grounds for release
hereunder), the Escrowed securities shall be released by the Escrow Agent to
Reiner. Following the release of Escrowed Securities hereunder, this Agreement
shall terminate and the Escrow Agent shall be relieved of all responsibility
hereunder.

     6. During the existence of this Agreement, the parties agree that the
Escrowed securities may not in any way be offered for sale, sold, transferred,
assigned or in any other manner disposed of, except in this Agreement.

     7. During the Term of until such time as all of the released to Reiner,
Reiner shall retain full voting power over 550,000 shares.

     8. This Agreement shall inure to the benefit of and be binding upon Sparta,
and its successors and assigns, and Reiner and his heirs, personal
representatives or assigns.

     9. A legend in substantially the following form has been or will be placed
upon any certificate or other document evidencing the Escrowed Securities:

     The securities evidenced by this certificate are subject to restrictions on
     their sale, pledge, or other transfer as set forth in a certain Stock
     Escrow Agreement dated September 2, 1999 by and among Sparta Surgical
     Corporation ("Sparta"), Thomas F. Reiner and the Escrow Agent (as defined
     thereunder). Sparta will furnish to the record owner of this certificate a



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Thomas F. Reiner
Stock Escrow Agreement
November 16, 1999
Page 5 of 6

     copy of said Agreement without charge upon written request to Sparta at its
     principal place of business. The rights of the holder of this certificate
     are subject to all of the terms and conditions of such Agreement, by which
     the holder, by the acceptance of this certificate, agrees to be bound.

Stop transfer instructions to Sparta's transfer agent have been or will be
placed with respect to the Escrowed Securities so as to restrict their sale,
pledge or other transfer. The foregoing legend and stop transfer instruction
will be placed with respect to any new certificate or document issued upon the
presentment of any original certificates or other documents evidencing the
Escrowed Securities. Upon the release of any of the Escrowed Securities from the
escrow hereunder, the Escrow Agent and/or Sparta shall be required to notify
Sparta's transfer agent to remove the legend set forth on the share certificates
evidencing those of the Escrowed Securities being released and the transfer
agent shall be entitled to rely upon such notification in so doing.

     10. Sparta agrees to indemnify and hold harmless the Escrow Agent and
Reiner from any costs, damage~, expenses, losses or claims, including attorneys
fees, which the Escrow Agent or Reiner may incur or sustain as a result of or
arising out of this Agreement or the Escrow Agent's or Reiner's duties relating
thereto, and agrees to pay such costs, damages, expenses, losses or claims to
the Escrow Agent on demand.

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Thomas F. Reiner
Stock Escrow Agreement
November 16, 1999
Page 6 of 6

     IN WITNESS WHEREOF, Sparta, Reiner and the Escrow Agent have caused this
Escrow Agreement to be executed by their respective authorized agents.


ESCROW AGENT                       SPARTA SURGICAL CORPORATION

/s/  Thomas F. Reiner              /s/ Allen J. Korn
------------------------           ---------------------------------------------
Thomas F. Reiner                   Allan J. Korn, Director, duly authorized


                                   SPARTA SURGICAL CORPORATION



/s/  Thomas F. Reiner              /s/ Michael Y. Granger
------------------------------     ---------------------------------------------
Thomas F. Reiner, Individually     Michael Y. Granger, Director, duly authorized



                                   SPARTA SURGICAL CORPORATION



/s/  Thomas F. Reiner              /s/  Joel Flig
------------------------------     ---------------------------------------------
Thomas F. Reiner, Individually     Joel Flig, Director, duly authorized



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