EXHIBIT 10.1


                         OMNICORDER TECHNOLOGIES, INC.

                             1998 STOCK OPTION PLAN


1. Purposes of the Plan. The purposes of this 1998 Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or non-statutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder.

     2. Definitions. As used herein, the following definitions shall apply:

          (a)  "Administrator" means the Board or any of its Committees
               appointed pursuant to Section 4 of the Plan.

          (b)  "Affiliate" of any Person shall be any other Person which
               controls, is controlled by, or is under common control with, such
               Person. As used herein, "control" shall be the possession,
               directly or indirectly, of the power to direct or cause the
               direction of the management and policies of a Person, whether
               through the ownership of voting securities, by contract, or
               otherwise.

          (c)  "Board" means the Board of Directors of the Company.

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

          (e)  "Change in Control" means any of the following occurrences:

                (i) any Person (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any company controlled by the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding securities; excluding, however, any person
acquiring such beneficial ownership (A) directly from the Company or from an
Affiliate who acquired such beneficial ownership directly from the Company
(including any acquisition resulting from the exercise of a conversion or
exchange privilege in respect of outstanding convertible or exchangeable
securities acquired from the Company or such an Affiliate), and (B) pursuant to
a reorganization, merger or consolidation involving the Company which does not
itself constitute a Change in Control pursuant to subsection (iii) of this
definition;

                (ii) during any period of not more than two consecutive years
(not including any period prior to the adoption of the Plan), individuals who at
the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof unless the election, or the nomination
for election, by shareholders of the Company of each new director was approved
or ratified by a vote of at least a majority of the directors then still in

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office who were directors at the beginning of the period or who were new
directors approved by such a vote;

                (iii) the stockholders of the Company approve a merger,
consolidation or reorganization of the Company with any other corporation or
other entity, other than (i) a merger, consolidation or reorganization which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger, consolidation or
reorganization, or (ii) a merger, consolidation or reorganization effected to
implement a recapitalization of the Company (or similar transaction) in which no
person, who did not previously own or control such percentage of the Company's
securities, acquires more than 50% of the combined voting power of the Company's
then outstanding securities;

                (iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets.

          (f)  "Committee" means the Committee appointed by the Board of
               Directors in accordance with paragraph (a) of Section 4 of the
               Plan.

          (g)  "Common Stock" means the Common Stock, par value $.01, of the
               Company.

          (h)  "Company means Omnicorder Technologies, Inc., a Delaware
               corporation.

          (i)  "Consultant" means any person, including an advisor, who is
               engaged by the Company or any Parent or Subsidiary to render
               services and is compensated for such services, and any director
               of the Company whether compensated for such services or not.

          (j)  "Continuous Status as an Employee" means the absence of any
               interruption or termination of the employment relationship by the
               Company or any Subsidiary. Continuous Status as an Employee shall
               not be considered interrupted in the case of: (i) sick leave;
               (ii) military leave; (iii) any other leave of absence approved by
               the Board, provided that such leave is for a period of not more
               than ninety (90) days, unless reemployment upon the expiration of
               such leave is guaranteed by contract or statute, or unless
               provided otherwise pursuant to Company policy adopted from time
               to time; or (iv) in the case of transfers between locations of
               the Company or between the Company, its Subsidiaries or its
               successor.

          (k)  "Employee" means any person, including officers and directors,
               employed by the Company or any Parent or Subsidiary of the
               Company. The

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               payment of fees by the Company for a director's services as
               director shall not be sufficient to constitute "employment" by
               the Company.

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

          (m)  "Fair Market Value" means, as of any date, the value of Common
               Stock determined as follows.

               (i)  If the Common Stock is listed on any established stock
                    exchange or a national market system including without
                    limitation the NASDAQ Stock Market ("Nasdaq") National
                    Market System, its Fair Market Value shall be the closing
                    sales price for such stock (or the closing bid, if no sales
                    were reported, as quoted on such system or exchange, or the
                    exchange with the greatest volume of trading in Common
                    Stock, for the last market trading day prior to the time of
                    determination) as reported in The Wall Street Journal or
                    such other source as the Administrator deems reliable;

               (ii) if the Common Stock is quoted on the Nasdaq Stock Market or
                    regularly quoted by a recognized securities dealer but
                    selling prices are not reported, its Fair Market Value shall
                    be the mean between the high bid and low asked prices for
                    the Common Stock or;

               (iii) In the absence of an established market for the Common
                    Stock, the Fair Market Value thereof shall be determined in
                    good faith by the Administrator.

          (n)  "Incentive Stock Option" means an Option intended to qualify as
               an incentive stock option within the meaning of Section 422 of
               the Code.

          (o)  "Nonstatutory Stock Option" means an Option not intended to
               qualify as an Incentive Stock Option.

          (p)  "Option" means a stock option granted pursuant to the Plan.

          (q)  "Optioned Stock" means the Common Stock subject to an Option.

          (r)  "Optionee" means an Employee or Consultant who receives an
               Option.

          (s)  "Parent" means a "parent corporation", whether now or hereafter
               existing, as defined in Section 424(e) of the Code.

          (t)  "Plan" means this 1998 Stock Option Plan.

          (u)  "Securities Act" means the Securities Act of 1933, as amended.

          (v)  "Share" means a share of the Common Stock, as adjusted in
               accordance with Section 12 of the Plan.

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          (w)  "Stockholders' Agreement" means that certain Stockholders'
               Agreement dated October 31, 1997, as amended, by and among the
               Company and other parties thereto.

          (x)  "Subsidiary" means a "subsidiary corporation", whether now or
               hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of shares which may be optioned and sold
under the Plan is 400,000 shares of Common Stock. The shares may be authorized,
but unissued, or reacquired Common Stock.

     If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for future
grant under the Plan.

     4. Administration of the Plan.

          (a) The Plan shall be administered by (i) the Board if the Board may
administer the Plan in compliance with paragraph (d) of Rule 16b-3 promulgated
under the Exchange Act ("Rule 16b-3") or any successor thereto, or (ii) a
Committee designated by the Board to administer the Plan, which Committee shall
be constituted in such a manner as to permit the Plan to comply with paragraph
(d) of Rule 16b-3. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove all members of
the Committee and thereafter directly administer the Plan, all to the extent
permitted by paragraph (d) of Rule 16b-3.

          (b) Powers of the Administrator. Subject to the provisions of the Plan
and in the case of a Committee, the specific duties delegated by the Board to
such Committee, the Administrator shall have the authority, in its discretion:

               (i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;

               (ii) to select the Consultants and Employees to whom Options may
from time to time be granted hereunder;

               (iii) to determine whether and to what extent Options are granted
hereunder;

               (iv) to determine the number of shares of Common Stock to be
covered by each such award granted hereunder;

               (v) to approve forms of agreement for use under the Plan
(hereinafter "Option Agreement");

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               (vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder;

               (vii) to determine whether and under what circumstances an Option
may be settled in cash under subsection 9(f) instead of Common Stock; and

               (viii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted.

          (c) Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options.

     5. Eligibility.

          (a) Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. An
Employee or Consultant who has been granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options (Nonstatutory Stock Options
and/or Incentive Stock Options).

          (b) Each Option shall be designated in the written Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

          (c) For purposes of Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time the Option with respect
to such Shares is granted.

          (d) The Plan shall not confer upon any Optionee any right with respect
to continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with his right or the Company's right to terminate
his employment or consulting relationship at any time, with or without cause.

     6. Term of Plan. The Plan shall become effective upon its adoption by the
Board of Directors, subject to its approval by the shareholders of the Company
within 12 months of such adoption. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 14 of the Plan.

     7. Term of Option. The term of each Option shall be the term stated in the
Option Agreement; provided, however that the term shall be no more than ten (10)
years from the date of grant thereof or such shorter term as may be provided in
the Option Agreement. However, in the case of an Incentive Stock Option granted
to an Optionee who, at the time the Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Option shall be five (5)

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years from the date of grant thereof or such shorter term as may be provided in
the Option Agreement;

     8. Option Exercise Price and Consideration.

          (a) The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the
Administrator but, in the case of an Incentive Stock Option, shall be subject to
the following:

               (i) if the Incentive Stock Option is granted to an Employee who,
at the time of the grant of such Incentive Stock Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of grant; and

               (ii) if the Incentive Stock Option is granted to any other
Employee, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.

          (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender, and (y), have a Fair Market Value
(alone or in combination with other permissible forms of payment set forth
herein) on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, (5) at the discretion of the
Administrator, by authorization to the Company to retain from the total number
of Shares as to which the Option is exercised that number of Shares having a
Fair Market Value on the date of exercise equal to the exercise price for the
total number of Shares as to which the Option is exercised, (6) delivery of a
properly executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds required
to pay the exercise price, (7) by delivering an irrevocable subscription
agreement for the Shares which irrevocably obligates the option holder to take
and pay for the Shares not more than twelve months after the date of delivery of
the subscription agreement, (8) any combination of the foregoing methods of
payment, or (9) such other consideration and method of payment for the issuance
of Shares to the extent permitted under applicable laws, if provided for in the
instrument granting said Option or in the discretion of the Administrator. In
making its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

     9. Exercise of Option.

          (a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the

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Administrator, including performance criteria with respect to the Company and/or
the Optionee, and as shall be permissible under the terms of the Plan.

     An Option may not be exercised for a fraction of a Share.

     An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.

     Until the stock certificate evidencing such Shares is issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such stock certificate promptly after the Option is exercised. No
adjustment 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
Section 12 of the Plan.

     Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

          (b) Termination of Employment. In the event of termination of an
Optionee's consulting relationship or Continuous Status as an Employee with the
Company (as the case may be), (i) if such Optionee is an Employee, such Optionee
may, but only within a period of not less than thirty (30) days (or such longer
period of time as is determined by the Administrator, which, in the case of an
Incentive Stock Option shall not exceed three (3) months) after the date of such
termination, or (ii) if such Optionee is a Consultant, such Optionee may, at any
time thereafter, unless a shorter period of time (no less than 30 days) is
determined by the Administrator (but in each case in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise his Option to the extent that Optionee was entitled to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of such termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

          (c) Disability of Optionee. Notwithstanding the provisions of Section
9(b) above, in the event of termination of an Optionee's consulting relationship
or Continuous Status as an Employee as a result of his or her disability (as
defined in Section 22(c)(3) of the Code), (i) if such Optionee is an Employee,
Optionee may, but only within twelve (12) months from the date of such
termination, or (ii) if such Optionee is a Consultant, Optionee may, at any time
thereafter, unless a shorter period of time (no less than 30 days) is determined
by the Administrator (but in each case in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement), exercise
the Option to the extent otherwise entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of termination, or if Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall terminate.

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          (d) Death of Optionee. In the event of the death of an Optionee, the
Option may be exercised, (i) if Optionee is an Employee, at any time within
twelve (12) months following the date of death, or (ii) if Optionee is a
Consultant, at any time following the date of death, unless a shorter period of
time is determined by the Administrator (but in each case in no event later than
the expiration date of the term of such Option as set forth in the Option
Agreement), by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent the
Optionee was entitled to exercise the Option at the date of death. To the extent
that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.

          (e) Rule 16b-3 Options granted to persons subject to Section 16(b) of
the Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

          (f) Buyout Provisions. The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     10. Non-Transferability of Options. The Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution, and may be exercised, during the
lifetime of the Optionee, only by the Optionee or, in the case of a Nonstatutory
Stock Option, as may be otherwise permitted by the Administrator.

     11. Stock Withholding to Satisfy Withholding Tax Obligations. At the
discretion of the Administrator, Optionees may be required to satisfy
withholding obligations as provided in this paragraph. When an Optionee incurs
tax liability in connection with an Option, which tax liability is subject to
tax withholding under applicable tax laws, and the Optionee is obligated to pay
the Company an amount required to be withheld under applicable tax laws, the
Optionee may satisfy the withholding tax obligation by one or some combination
of the following methods: (i) by cash payment, or (ii) out of Optionee's current
compensation, or (iii) if permitted by the Administrator, in its discretion, by
surrendering to the Company Shares which (a) in the case of Shares previously
acquired from the Company, have been owned by the Optionee for more than six
months on the date of surrender, and (b) have a Fair Market Value on the date of
surrender equal to or less than Optionee's marginal tax rate times the ordinary
income recognized, or (iv) by electing to have the Company withhold from the
Shares to be issued upon exercise of the Option that number of Shares having a
Fair Market Value equal to the amount required to be withheld. For this purpose,
the Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined (the "Tax Date").

     If the Optionee is subject to Section 16 of the Exchange Act (an
"Insider"), any surrender of previously owned Shares to satisfy tax withholding
obligations arising upon exercise of this Option must comply with the applicable
provisions of Rule 16b-3 and shall be subject to such

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additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.

     All elections by an Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

          (a) the election must be made on or prior to the applicable Tax Date;

          (b) once made, the election shall be irrevocable as to the particular
Shares of the Option as to which the election is made;

          (c) all elections shall be subject to the consent or disapproval of
the Administrator; and

          (d) if the Optionee is an Insider, the election must comply with the
applicable provisions of Rule 16b-3 and shall be subject to such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions. In the event the election to have Shares withheld is made by an
Optionee and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Optionee shall receive
the full number of Shares with respect to which the Option is exercised but such
Optionee shall be unconditionally obligated to tender back to the Company the
proper number of Shares on the Tax Date.

     12. Adjustments Upon Changes in Capitalization, Liquidation, Change in
Control or Merger.

          (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend or reclassification of
the Common Stock. Such adjustment shall be made by the Administrator whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option.

          (b) Change in Control. In the event of a Change in Control,
notwithstanding any vesting schedule provided for by the Administrator with
respect to an Option, each Option which has been granted at least six months
prior to the Change in Control shall become immediately exercisable with respect
to 100% of the Shares subject to the Option. In the case of a Change in Control
with respect to a Merger (as defined below in subparagraph (d)), the immediate
exercisability of the Option shall be deemed to occur upon the approval by the
stockholders (as

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specified in 2(e)(iii) above); but if the transaction does not close, the
accelerated vesting provided herein shall not be effective.

          (c) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company which does not involve a Change of
Control, the Administrator shall notify the Optionee at least fifteen (15) days
prior to such proposed action. To the extent it has not been previously
exercised, the Option will terminate immediately prior to the consummation of
such proposed action.

          (d) Merger. In the event of a merger consolidation or reorganization
of the Company constituting a Change of Control (as defined in Section 2(e)(iii)
(a "Merger"), and if the Option is not assumed or substituted by the surviving
or successor corporation, the Option, to the extent it has not been previously
exercised, shall terminate as of the date of the closing of the Merger, and the
Optionee shall have no claim against the Company, its officers or directors, the
successor corporation or its officers or directors. For the purposes of this
paragraph, the Option shall be considered assumed or substituted if, following
the Merger, the survivor or successor corporation explicitly confers on the
Optionee, the continued right to purchase, for each Share of Optioned Stock
subject to the Option immediately prior to the Merger, the consideration
(whether stock, cash, or other securities or property) received in the Merger by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Merger was not
solely common stock of the survivor or successor corporation or its Parent, the
Administrator may, with the consent of the survivor or successor corporation and
the other participant(s) in the Merger, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the survivor or successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Merger; provided,
further, that if no additional consideration is received by holders of Common
Stock in the Merger (such as in the case where the Company is the survivor, but
a Change of Control, by virtue of additional stock of the Company being issued
in the Merger, has nonetheless occurred), the Option shall be considered assumed
if the survivor or successor corporation agrees to explicitly confer on the
Optionee, the right to continue to exercise the Option after the Merger, in
accordance with its terms. In the case of a merger, consolidation or
reorganization not constituting a Change of Control, the Option will be
exercisable for the same number and type securities as would have been received
by the Optionee had he owned the number of shares subject to the Option prior to
the merger, consolidation or reorganization; provided, however, that the Option
will not become exercisable for any Optioned Stock subject to a vesting schedule
until such vesting has occurred.

     13. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee or Consultant to
whom an Option is so granted within a reasonable time after the date of such
grant.

     14. Amendment and Termination of the Plan.

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          (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent.

          (b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Administrator, which agreement must be in writing and signed by the Optionee
and the Company.

     15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

     As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is necessary or required by any
of the aforementioned relevant provisions of law.

     The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     If an Option is exercised prior to the Company's initial public offering,
the Company may require that the Optionee execute a counterpart copy of the
Stockholders' Agreement and/or any other agreement among the stockholders of the
Company.

     16. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


                                 * * * * * * * *

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                          OMNICORDER TECHNOLOGIES, INC.
                             1998 STOCK OPTION PLAN
                          NOTICE OF STOCK OPTION GRANT


Optionee's Name and Address:

     You have been granted an option to purchase Common Stock of Omnicorder
Technologies, Inc. (the "Company") as follows:

     Grant Number

     Date of Grant

     Vesting Commencement Date

     Option Price Per Share

     Total Number of Shares Granted (TOTAL SHARES)

     Total Price of Shares Granted (TOTAL PRICE)


     Type of Option:         Incentive Stock Option

                                    Nonstatutory Stock Option ____

     Term/Expiration Date:

     Vesting Schedule:


     Termination Period:



     Option may be exercised for 3 months after termination of employment or, if
you are a Consultant or a director, at any time after termination of consulting
or director relationship, unless a shorter period after termination is specified
below your signature below, except as set out in Sections 7 and 8 of the Stock
Option Agreement (but in no event later than the Expiration Date).

     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 1998 Stock Option Plan and the Stock Option
Agreement, all of which are attached and made a part of this document.

<PAGE>

     As a condition of this grant, Optionee, at the request of the
Administrator, must execute that certain Stockholders' Agreement dated October
31, 1997, as amended on July 20, 1998, by and among the Company and holders
thereto.



OPTIONEE:                            OMNICORDER TECHNOLOGIES, INC.

                                     By:
-----------------------                 ----------------------------------------
Signature

                                     Title:
-----------------------                    -------------------------------------

<PAGE>


                          OMNICORDER TECHNOLOGIES, INC.
                  1998 STOCK OPTION PLAN STOCK OPTION AGREEMENT


     1. Grant of Option. Omnicorder Technologies, Inc., a Delaware corporation
(the "Company"), hereby grants to the Optionee named in the Notice of Grant (the
"Optionee"), an option (the "Option") to purchase a total number of shares of
Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the "Exercise Price") subject
to the terms, definitions and provisions of Omnicorder Technologies, Inc. 1998
Stock Option Plan (the "Plan") adopted by the Company, which is incorporated
herein by reference. Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Option.

If designated an Incentive Stock Option, this Option is intended to qualify as
an Incentive Stock Option as defined in Section 422 of the Code.

     2. Exercise of Option. This Option shall be exercisable during its term in
accordance with the Exercise Schedule set out in the Notice of Grant and with
the provisions of Section 5 hereof and Section 9 of the Plan as follows:

          (i) Right to Exercise.

                (a) This Option may not be exercised for a fraction of a share.

                (b) In the event of Optionee's death, disability or other
termination of employment, the exercisability of the Option is governed by
Sections 6, 7 and 8 below, subject to the limitation contained in subsection
2(i)(c).

                (c) In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in the Notice of Grant.

          (ii) Method of Exercise. This Option shall be exercisable by written
notice (in the form attached as Exhibit A) which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan. Such written
notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. The written notice shall be
accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the
Exercise Price.

     No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.

<PAGE>

     3. Optionee's Representations. In the event the Shares purchasable pursuant
to the exercise of this Option have not been registered under the Securities Act
of 1933, as amended, at the time this Option is exercised, Optionee shall, if
required by the Company, concurrently with the exercise of all or any portion of
this Option, deliver to the Company a separate investment representation
statement.

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

          (i) cash;

          (ii) check;

          (iii) surrender of other shares of Common Stock of the Company which
(A) in the case of Shares acquired pursuant to the exercise of a Company option,
have been owned by the Optionee for more than six (6) months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised; or

          (iv) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the Exercise Price.

          (v) such other forms of payment permitted under the Plan but only if
the Administrator consents thereto, which consent may be withheld by the
Administrator in its sole discretion.

     5. Restrictions on Exercise. This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as
promulgated by the Federal Reserve Board. As a condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

     6. Termination of Relationship. In the event of termination of Optionee's
consulting relationship or Continuous Status as an Employee, Optionee may, to
the extent otherwise so entitled at the date of such termination (the
"Termination Date"), exercise this Option during the Termination Period set out
in the Notice of Grant. To the extent that Optionee was not entitled to exercise
this Option at the Termination Date, or if Optionee does not exercise this
Option within the time specified herein, the Option shall terminate.

     7. Disability of Optionee. Notwithstanding the provisions of Section 6
above, in the event of termination of Optionee's consulting relationship or
Continuous Status as an Employee as a result of his or her disability (as
defined in Section 22(e)(3) of the Code), (i) if Optionee is an Employee,
Optionee may, but only within twelve (12) months from the date of termination of

<PAGE>

employment, or (ii) if Optionee is a Consultant, Optionee may, at any time after
the date of termination of the consulting relationship, or within such other
period of time as determined by the Administrator (but in each case in no event
later than the date of expiration of the term of this Option as set forth in
Section 10 below), exercise the Option to the extent otherwise so entitled at
the date of such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

     8. Death of Optionee. In the event of the death of Optionee, the Option may
be exercised, (i) if Optionee is an Employee, at any time within twelve (12)
months following the date of death, or (ii) if Optionee is a Consultant, at any
time following the date of death, or within such other period of time as
determined by the Administrator (but in no event later than the date of
expiration of the term of this Option as set forth in Section 10 below), by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance but only to the extent the Optionee could exercise the
Option at the date of death.

     9. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution, and may
be exercised during the lifetime of Optionee only by him, or in the case of a
Nonstatutory Stock Option, as may be otherwise permitted by the Administrator.
The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

     10. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option. The limitations set out
in Section 7 of the Plan regarding Options designated as Incentive Stock Options
and Options granted to more than ten percent (10%) shareholders shall apply to
this Option.

     11. Taxation Upon Exercise of Option. Optionee understands that, upon
exercising a Nonstatutory Stock Option, he or she will recognize income for tax
purposes in an amount equal to the excess of the then fair market value of the
Shares over the exercise price. If the Optionee is an employee, the Company will
be required to withhold from Optionee's compensation, or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income. Additionally, the Optionee may at some point be
required to satisfy tax withholding obligations with respect to the
disqualifying disposition of an Incentive Stock Option. The Optionee shall
satisfy his or her tax withholding obligation arising upon the exercise of this
Option by one or some combination of the following methods: (i) by cash payment,
or (ii) out of Optionees current compensation, or (iii) if permitted by the
Administrator, in its discretion, by surrendering to the Company Shares which
(a) in the case of Shares previously acquired from the Company, have been owned
by the Optionee for more than six months on the date of surrender and (b) have a
Fair Market Value on the date of surrender equal to or less than Optionees
marginal tax rate times the ordinary income recognized, or (iv) in the
discretion of the Administrator, by electing to have the Company withhold from
the Shares to be issued upon exercise of the Option that number of Shares having
a Fair Market Value equal to the amount required to be withheld. For this
purpose, the Fair Market Value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined (the "Tax
Date").

<PAGE>

     If the Optionee is subject to Section 16 of the Exchange Act (an
"Insider"), any surrender of previously owned Shares to satisfy tax withholding
obligations arising upon exercise of this Option must comply with the applicable
provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and
shall be subject to such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

     All elections by an Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

          (i) the election must be made on or prior to the applicable Tax Date;

          (ii) once made, the election shall be irrevocable as to the particular
Shares of the Option as to which the election is made;

          (iii) all elections shall be subject to the consent or disapproval of
the Administrator; and

          (iv) if the Optionee is an Insider, the election must comply with the
applicable provisions of Rule 16b-3 and shall be subject to such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

     12. Tax Consequences. Set forth below is a brief summary as of the date of
this Option of some of the federal tax consequences of exercise of this Option
and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

          (i) Exercise of ISO. If this Option qualifies as an Incentive Stock
Option, there will be no regular federal income tax liability upon the exercise
of the Option, although the excess, if any, of the fair market value of the
Shares on the date of exercise over the Exercise Price will be treated as an
adjustment to the alternative minimum tax for federal tax purposes and may
subject the Optionee to the alternative minimum tax in the year of exercise.

          (ii) Exercise of Nonstatutory Stock Option. If this Option does not
qualify as an Incentive Stock Option, there may be a regular federal income tax
liability upon the exercise of the Option. The Optionee 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 Shares on the date of
exercise over the Exercise Price. If Optionee is an employee, the Company will
be required to withhold from Optionee's compensation or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise.

          (iii) Disposition of Shares. In the case of a Nonstatutory Stock
Option, if Shares are held for at least one year after exercise, any gain
realized on disposition of the Shares will be treated as long-term capital gain
for federal income tax purposes. In the case of an Incentive

<PAGE>

Stock Option, if Shares are held for at least one year after exercise and are
disposed of at least two years after the Date of Grant, any gain realized on
disposition of the Shares will also be treated as long-term capital gain for
federal income tax purposes. In both cases, if Shares are held for at least 18
months, more favorable tax rates may apply. If Shares purchased under an
Incentive Stock Option are disposed of within such one-year period or within two
years after the Date of Grant, 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 fair market value of the Shares on the date of
exercise over the Exercise Price.

          (iv) Notice of Disqualifying Disposition of ISO Shares. If the Option
granted to Optionee herein is an Incentive Stock Option, and if Optionee sells
or otherwise disposes of any of the Shares acquired pursuant to the Incentive
Stock Option on or before the later of(1) the date two years after the Date of
Grant, or (2) the date one year after the date of exercise, the Optionee shall
immediately notify the Company in writing of such disposition. Optionee agrees
that Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the Optionee from the early disposition by
payment in cash or out of the compensation paid to the Optionee.

     13. "Vesting". [RESERVED]

                                     OMNICORDER TECHNOLOGIES, INC.


                                     By:
                                        ----------------------------------------

<PAGE>

     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

     Optionee acknowledges receipt of a copy of the Plan and certain information
related thereto and represents that he is familiar with the terms and provisions
thereof and hereby accepts this Option subject to all of the terms and
provisions thereof Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the Option.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions arising under the
Plan.



Dated:
      -----------------              -----------------------------------
                                     Optionee

                                    EXHIBIT A

                             1998 STOCK OPTION PLAN

                                 EXERCISE NOTICE


Omnicorder Technologies, Inc.



     1. Exercise of Option. Effective as of today, ____________ 19__, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
__________ shares of the Common Stock (the "Shares") of Omnicorder Technologies,
Inc. (the "Company") under and pursuant to the Company's 1998 Stock Option Plan,
as amended (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option
Agreement dated ________ (the "Option Agreement").

     2. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions. Optionee represents that
Optionee is purchasing the Shares for Optionee's own account for investment and
not with a view to, or for sale in connection with, a distribution of any of
such Shares.

<PAGE>

     3. Compliance with Securities Laws. Optionee understands and acknowledges
that the Shares have not been registered under the Securities Act of 1933, as
amended (the "1933 Act"), and, notwithstanding any other provision of the Option
Agreement to the contrary, the exercise of any rights to purchase any Shares is
expressly conditioned upon compliance with the 1933 Act, all applicable state
securities laws and all applicable requirements of any stock exchange or over
the counter market on which the Company's Common Stock may be listed or traded
at the time of exercise and transfer. Optionee agrees to cooperate with the
Company to ensure compliance with such laws.

     4. Federal Restrictions on Transfer. Optionee understands that the Shares
have not been registered under the 1933 Act and therefore cannot be resold and
must be held indefinitely unless they are registered under the 1933 Act or
unless an exemption from such registration is available and that the
certificate(s) representing the Shares may bear a legend to that effect.
Optionee understands that the Company is under no obligation to register the
Shares and that an exemption may not be available or may not permit Optionee to
transfer Shares in the amounts or at the times proposed by Optionee.
Specifically, Optionee has been advised that Rule 144 promulgated under the 1933
Act, which permits certain resales of unregistered securities, is not presently
available with respect to the Shares and, in any event requires that the Shares
be paid for and then be held for at least one year (and in some cases two years)
before they may be resold under Rule 144.

     5. Rights as Shareholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate promptly
after the Option is exercised. No adjustment 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 Section 12 of the Plan.

     Optionee shall enjoy rights as a shareholder until such time as Optionee
disposes of the Shares.

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

     7. Restrictive Legends and Stock-Transfer Orders.

          (a) Legends. Optionee understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other legends that may be required by state or federal securities laws:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
     OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
     UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE
     SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
     TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
     RESTRICTIONS ON TRANSFER AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE
     ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
     OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS
     ARE BINDING ON TRANSFEREES OF THESE SHARES.

          (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate stop-transfer instructions to its transfer agent, if any, and that,
if the Company transfers its own securities, it may make appropriate notations
to the same effect in its own records.

          (c) Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

     8. Market Standoff Agreement. Optionee hereby agrees that if so requested
by the Company or any representative of the underwriters in connection with any
registration of the offering of any securities of the Company under the 1933
Act, Optionee shall not sell or otherwise transfer any Shares or other
securities of the Company during the ___-day period following the effective date
of a registration statement of the Company filed under the 1933 Act; provided,
however, that such restriction shall only apply to the first two registration
statements of the Company to become effective under the 1933 Act which include
securities to be sold on behalf of the Company to the public in an underwritten
public offering under the 1933 Act. The Company may impose stop transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such ___ day period.

     9. Successors and Assigns. The Company may assign any of its rights under
this Agreement to single or multiple assignees, and this Agreement shall inure
to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns.

     10. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors or Administrator of the Plan, which shall review
such dispute at its next regular meeting.

<PAGE>

The resolution of such a dispute by the Board or Administrator shall be final
and binding on the Company and on Optionee.

     11. Governing Law; Severability. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware excluding that
body of law pertaining to conflicts of law. Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

     12. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.

     13. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.

     14. Delivery of Payment. Optionee herewith delivers to the Company the full
Exercise Price for the Shares.

     15. Entire Agreement The Plan and Notice of Grant/Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Notice of
Grant/Option Agreement constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof.


Submitted by:                        Accepted by:


OPTIONEE:                                    OMNICORDER TECHNOLOGIES, INC.



By:
   ----------------------------------

-------------------------------------

    Its:
        -----------------------------

(Signature)

Address                                      Address:

-------------------------------------

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