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                                MYO DIAGNOSTICS, INC.
                                1997 STOCK OPTION PLAN


1.   PURPOSE OF THE PLAN.

     The purpose of this 1997 Stock Option Plan (the "PLAN") is to provide
incentives and rewards to selected eligible directors, officers, employees
and consultants of Myo Diagnostics, Inc. (the "COMPANY") and its subsidiaries
in order to assist the Company and its subsidiaries in attracting, retaining
and motivating those persons by providing for or increasing the proprietary
interests of those persons in the Company, and by associating their interests
in the Company with those of the Company's shareholders.

2.   ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Board of Directors of the Company
(the "BOARD"), or a committee of the Board (the "COMMITTEE") whose members
shall serve at the pleasure of the Board.  The administrator of the Plan
shall be referred to as the "ADMINISTRATOR."  During such time that
administration is delegated to the Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore
possessed by the Board subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board.

     The Administrator shall have all the powers vested in it by the terms of
the Plan, including exclusive authority (i) to select from among eligible
directors, officers, employees and consultants, those persons to be granted
"Options" (as defined below) under the Plan; (ii) to determine the type, size
and terms of individual Options (which need not be identical) to be made to
each person selected; (iii) to determine the time when Options will be
granted and to establish objectives and conditions (including, without
limitation, vesting and performance conditions), if any, for earning Options;
(iv) to amend the terms or conditions of any outstanding Options, subject to
applicable legal restrictions and to the consent of the other party to such
Options; (v) to determine the duration and purpose of leaves of absences
which may be granted to holders of Options without constituting termination
of their employment for purposes of their Options; (vi) to authorize any
person to execute, on behalf of the Company, any instrument required to carry
out the purposes of the Plan; and (vii) to make any and all other
determinations which it determines to be necessary or advisable in the
administration of the Plan.  The Administrator shall have full power and
authority to administer and interpret the Plan and to adopt, amend and revoke
such rules, regulations, agreements, guidelines and instruments for the
administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable.  The Administrator's
interpretation of the Plan, and all actions taken and determinations made by
the Administrator pursuant to the powers vested in it hereunder, shall be
conclusive and binding on all parties concerned, including the Company, its
shareholders, any optionees Plan and any other employee of the Company or any
of its subsidiaries.

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3.   PERSONS ELIGIBLE UNDER THE PLAN.

     Any person who is a director, officer, employee or consultant of the
Company or any of its subsidiaries shall be eligible to be considered for the
grant of Options under the Plan.

4.   OPTIONS.

     (a)  TYPE OF OPTIONS.  Options granted under the Plan ("OPTIONS") may,
at the discretion of the Administrator, either be "incentive stock options"
("INCENTIVE STOCK OPTIONS") within the meaning of Section 422 of Internal
Revenue Code of 1986, as amended (the "CODE"), or options which do not
qualify as "INCENTIVE STOCK OPTIONS" under Section 422 of the Code
("NONQUALIFIED OPTIONS").

     (b)  TERMS AND CONDITIONS OF OPTIONS.

          (i)  Subject to the provisions of the Plan, the Administrator, in its
               sole and absolute discretion, shall determine all of the terms
               and conditions of each Option granted pursuant to the Plan.

          (ii) The terms and conditions of an Option may include, among other
               things:

               (A)  any provision necessary for the Option to qualify as an
                    Incentive Stock Option; and

               (B)  a provision permitting the optionee to pay the purchase
                    price of the Common Stock or other property issuable
                    pursuant to the Option, or to pay such recipient's tax
                    withholding obligation with respect to such issuance, in
                    whole or in part, by delivering previously owned shares of
                    capital stock of the Company (including "pyramiding") or
                    other property, or by reducing the number of shares of
                    Common Stock or the amount of other property otherwise
                    issuable pursuant to the Option.


     (c)  MAXIMUM GRANT OF OPTIONS TO ANY PERSON.  No person shall receive
Options representing more than 50% of the aggregate number of shares of
Common Stock that may be issued pursuant to all Options under the Plan as set
forth in Section 5 hereof.

5.   SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

     The aggregate number of shares of Common Stock that may be issued or
issuable pursuant to the Plan shall not exceed an aggregate of 1,000,000
shares of Common Stock, subject to adjustment as provided in Section 6 of the
Plan. Any shares of Common Stock subject to an Option which for any reason
expires or is terminated unexercised as to such shares shall again be

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available for issuance under the Plan.  The aggregate number of shares of
Common Stock that may be issued at any time pursuant to Options granted under
the Plan shall be reduced by the number of shares of Common Stock which were
otherwise issuable pursuant to Options granted under this Plan but which were
withheld by the Company as payment of the purchase price of the Common Stock
issued pursuant to such Options or as payment of the recipient's tax
withholding obligation with respect to such issuance.

6.   DILUTION AND OTHER ADJUSTMENT.

     In the event of any change in the outstanding shares of the Common Stock
or other securities then subject to the Plan by reason of any stock split,
reverse stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if
the outstanding securities of the class then subject to the Plan are
exchanged for or converted into cash, property or a different kind of
securities, or if cash, property or securities are distributed in respect of
such outstanding securities as a class (other than cash dividends), then the
Administrator may, and shall in the event of a stock split, reverse stock
split, stock dividend, recapitalization, combination of recapitalization of
the Company's stock, make such equitable adjustments to the Plan and the
Options thereunder (including, without limitation, appropriate and
proportionate adjustments in (i) the number and type of shares or other
securities or cash or other property that may be acquired pursuant to
Incentive Stock Options and other Options theretofore granted under the Plan,
(ii) the maximum number and type of shares or other securities that may be
issued pursuant to Incentive Stock Options and other Options thereafter
granted under the Plan; and (iii) the maximum number of shares with respect
to which Options may thereafter be granted to any optionee in any fiscal
year) as the Administrator in its sole discretion determines appropriate,
including any adjustments in the maximum number of shares referred to in
Section 5 of the Plan.  Such adjustments shall be conclusive and binding for
all purposes of the Plan.

7.   MISCELLANEOUS PROVISIONS.

     (a)  DEFINITIONS.  As used herein, "SUBSIDIARY" means any future
corporation which would be a "SUBSIDIARY CORPORATION," as that term is
defined in Section 424(f) of the Code, of the Company; and the term "OR"
means "AND/OR."

     (b)  CONDITIONS ON ISSUANCE.  Securities shall not be issued pursuant to
Options unless the grant and issuance thereof shall comply with all relevant
provisions of law and the requirements of any securities exchange or
quotation system upon which any securities of the Company are listed, and
shall be further subject to approval of counsel for the Company with respect
to such compliance. Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is determined by Company
counsel to be necessary to the lawful issuance and sale of any security or
Options, shall relieve the Company of any liability in respect of the
nonissuance or sale of such securities as to which requisite authority shall
not have been obtained.

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     (c)  RIGHTS AS SHAREHOLDER.  An optionee shall have no rights as a
holder of Common Stock with respect to Options hereunder, unless and until
certificates for shares of such stock are issued to the optionee.

     (d)  AGREEMENTS.  All Options granted under the Plan shall be evidenced
by written agreements in such form and containing such terms and conditions
(not inconsistent with the Plan) as the Administrator shall from time to time
adopt.

     (e)  WITHHOLDING TAXES.  The Company shall have the right to require
upon exercise of an Option the payment (through withholding from the
optionee's salary or otherwise) of any federal, state, local or foreign taxes
required by law to be withheld.  The obligation of the Company to issue
Common Stock shall be subject to the restrictions imposed by any and all
governmental authorities.

     (f)  NO RIGHTS TO OPTION.  No person shall have any right to be granted
an Option  under the Plan.  Neither the Plan nor any action taken hereunder
shall be construed as giving any person any right to be retained in the
employ of the Company or any of its subsidiaries or shall interfere with or
restrict in any way the rights of the Company or any of its subsidiaries,
which are hereby reserved, to discharge an employee at any time for any
reason whatsoever, with or without good cause.

8.   AMENDMENTS AND TERMINATION.

     (a)  AMENDMENTS.  The Board may at any time terminate or from time to
time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any outstanding Options.
However, with the consent of the optionee affected, the Administrator may
amend outstanding agreements evidencing Options under the Plan in a manner
not inconsistent with the terms of the Plan.

     (b)  TERMINATION.  Unless the Plan shall theretofore have been
terminated as above provided, the Plan (but not the Options theretofore
granted under the Plan) shall terminate on and no Options shall be granted
after December 30, 2007.

9.   EFFECTIVE DATE.

     The Plan is effective on December 30, 1997, the date on which it was
adopted by the Board of Directors of the Company.

10.  GOVERNING LAW.

     The Plan and any agreements entered into thereunder shall be construed
and governed by the laws of the State of California applicable to contracts
made within, and to be performed wholly within, such state, without regard to
the application of conflict of laws rules thereof.

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