NEWCARE HEALTH CORPORATION
                        1997 STOCK OPTION PLAN
                          2,000,000 SHARES 

     This Stock Option Plan was adopted this 21st day April 1997, by NewCare
Health Corporation upon the following terms and conditions:

     1.   Definitions.  Except as otherwise expressly provided in this Plan,
the
following capitalized terms shall have the respective meanings hereafter 
ascribed
to them:

          (a)  "Board" shall mean the Board of Directors of the Corporation; 

          (b)  "Code" shall mean the Internal Revenue Code of 1986, as
amended;

          (c)  "Consultant" shall mean a person who provides services to the
Corporation as an independent contractor;

          (d)  "Corporation" or "Company" means NewCare Health Corporation and
each and all of any present and future subsidiaries;

          (e)  "Date of Grant" shall mean, for each participant in the Plan,
the
date on which the Board approves the specific grant of stock options to that
participant;

          (f)  "Employee" shall be an employee of the Corporation or any
subsidiary of the Corporation;

          (g)  "Grantee" shall mean the recipient of an Incentive Stock Option
under the Plan; 
          (h)  "Incentive Stock Option" shall refer to a stock option which
qualifies under Section 422 of the Code.

          (i)  "Non-statutory Option" shall mean an option which is not an
Incentive Stock Option.

          (j)  "Shares" shall mean the Corporation's common stock, no par
value;

          (k)  "Shareholders" shall mean owners of record of any Shares; and

     2.   Purpose.  The purpose of this Stock Option Plan (the "Plan") is
two-fold.  First, the Plan will further the interests of the Corporation and
its
shareholders by providing incentives in the form of stock options to employees
who contribute materially to the success and profitability of the Corporation. 
Such stock options will be granted to recognize and reward outstanding 
individual
performances and contributions and will give selected employees an interest in
the Corporation parallel to that of the shareholders, thus enhancing their
proprietary interest in the Corporation's continued success and progress. 
This
program also will enable the Corporation to attract and retain experienced
employees.  Second, the Plan will provide the Corporation flexibility
and the means to reward directors and consultants who render valuable
contributions to the Corporation.

     3.   Administration.  This Plan  will be administered by the Board.  The
Board has the exclusive power to select the participants in this Plan, fix the
awards to each participant, and make all other determinations necessary or
advisable under the Plan, to determine whether the performance of an eligible
employee warrants an award under this Plan, and to determine the amount and
duration of the award.  The Board has full and exclusive power to construe and
interpret this Plan, to prescribe, amend and rescind rules and regulations
relating to this Plan, and to take all actions necessary or advisable for this
Plan's administration.  The Board shall have full power and authority to
determine, and at the time such option is granted shall clearly set forth,
whether the option shall be an Incentive Stock Option or a Non-statutory 
Option. 
Any such determination made by the Board will be final and binding on all
persons.  A member of the Board will not be liable for performing any act or
making any determination required by or pursuant to the Plan, if such act or
determination is made in good faith.

     4.   Participants.  Any employee, officer, director or consultant that
the
Board, in its sole discretion, designates is eligible to participate in this
Plan.  However, only key employees of the Corporation shall be eligible to
receive grants of Incentive Stock Options.  The Board's designation of a
person
as a participant in any year does not require the Board to designate that
person
to receive an award under this Plan in any other year or, if so designated, to
receive the same award as any other participant in any year.  The Board may
consider such factors as it deems pertinent in selecting participants and in
determining the amount of their respective awards, including, but without
being
limited to: (a) the financial condition of the Corporation; (b) expected
profits
for the current or future years; (c) the contributions of a prospective
participant to the profitability and success of the Corporation; and (d) the
adequacy of the prospective participant's other compensation.  The Board, in
its
discretion, may grant benefits to a participant under this Plan, even though
stock, stock options, stock appreciation rights or other benefits previously
were
granted to him under this or another plan of the Corporation, whether or not
the
previously granted benefits have been exercised, but the participant may hold
such options only on the terms and subject to the restrictions hereafter set
forth.  

     5.   Kinds of Benefits.  Awards under this Plan, if any, will be granted
in
options to acquire Shares as described below.

     6.   Options; Expiration; Limitations.  Any Incentive Stock Option
granted
under this Plan shall automatically expire ten years after the Date of Grant
or
at such earlier time as may be described in Article 9 or directed by the Board
in the grant of the option.  Notwithstanding the preceding sentence, no 
Incentive
Stock Option granted to a Shareholder who owns, as of the Date of Grant, stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation shall, in any event, be exercisable after
the expiration of five years from the Date of Grant.  For the purpose of
determining under any provision of this Plan whether a shareholder owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation, such Shareholder shall be considered as
owning the stock owned, directly or indirectly, by or for his brothers and
sisters (whether by the whole or half blood), spouse, ancestors and lineal
descendants, and stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be considered as being owned
proportionately
by or for its shareholders, partners or beneficiaries.

     Upon the exercise of an option, the Corporation shall deliver to the
participant certificates representing authorized but unissued Shares.  The
cumulative total number of shares which may be subject to options issued and
outstanding pursuant to this Plan is limited to 2,000,000 shares.  This amount
automatically will be adjusted in accordance with Article 21 of this Plan.  If
an option is terminated, in whole or in part, for any reason other than its
exercise, the Board may reallocate the shares subject to that option (or to
the
part thereof so terminated) to one or more other options to be granted under 
this
Plan.

     7.   Option Exercise Price.  Each option shall state the option price, 
which shall be not less than 100% of the fair market value of the Shares on 
the Date of Grant or the par value thereof whichever is greater.  Notwith-
standing the preceding sentence, in the case of a grant of an Incentive Stock
Option to an employee who, as of the Date of Grant, owns stock possessing 
more than ten percent of the total combined voting power of all classes of 
stock of the Corporation or its Parent or Subsidiaries, the option price 
shall not be less than 110% of the fair market value of the Shares on the 
Date of Grant or the par value thereof, whichever is greater. 

     During such time as the Shares are not traded in any securities market, 
the
fair market value per share shall be determined by a good faith effort of the
Board, using its best efforts and judgment.  During such time as the Shares
are
traded in a securities market but not listed upon an established stock
exchange,
the fair market value per share shall be the mean between dealer "bid" and
"ask"
prices in the securities market in which it is traded on the Date of Grant, as
reported by the National Association of Securities Dealers, Inc.  If the
Shares
are listed upon an established stock exchange or exchanges such fair market 
value
shall be deemed to be the highest closing price on such stock exchange or
exchanges on the Date of Grant, or if no sale of any Shares shall have been
made
on any stock exchange on that day, on the next preceding day on which there
was
such a sale.  Subject to the foregoing, the Board shall have full authority
and
discretion in fixing the option price and shall be fully protected in doing
so.

     8.   Maximum Option Exercise.  The aggregate fair market value
(determined
as of the Date of Grant) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by a grantee during any calendar
year
(under all such plans of the Corporation and its parent or subsidiary, if any)
shall not exceed $100,000.  For purposes of this Article 8, the value of stock
acquired through the exercise of Non-statutory Options shall not be included
in
the computation of the aggregate fair market value.

     9.   Exercise of Options.

          (a)  No stock option granted under this Plan may be exercised before
the Grantee's completion of such period of services as may be specified by the
Board on the Date of Grant.  Furthermore, the timing of the exercise of any
option granted under this Plan may be subject to a vesting schedule based upon
years of service or an expiration schedule as may be specified by the Board on
the Date of Grant.  Thereafter, or if no such period is specified subject to
the
provisions of subsections (c), (d), (e), (f) and (g) of this Article 9, the
Grantee may exercise the option in full or in part at any time until
expiration
of the option.

          A Grantee cannot exercise an Incentive Stock Option granted under
this
Plan unless, at the time of exercise, he has been continuously employed by the
Corporation since the date the option was granted.  The Board may decide in
each
case to what extent bona fide leaves of absence for illness, temporary
disability, government or military service, or other reasons will not be
deemed
to interrupt continuous employment.

          (b)  Unless an Option specifically provides to the contrary, all
options granted under this Plan shall immediately become exercisable in full
in
the event of the consummation of any of the following transactions:

               (1)  A merger or acquisition in which the Company is not the
surviving entity;

               (2)  The sale, transfer or other disposition of all or
substantially all of the assets of the Company; or

               (3)  Any merger in which the Company is the surviving entity
but
in which fifty percent (50%) or more of the Company's outstanding voting stock
is issued to holders different from those who held the stock immediately prior
to such merger.

          (c)  Except as provided in subsections (d), (e) and (f) of this 
Article
9, a Grantee cannot exercise an Incentive Stock Option after he ceases to be
an
employee of the Corporation, unless the Board, in its sole discretion, 
grants the
recipient an extension of time to exercise the Incentive Stock Option after
cessation of employment.  The extension of time of exercise that may be
granted
by the Board under this subsection (c) shall not exceed three months after the
date on which the Grantee ceases to be an employee and in no case shall extend
beyond the stated expiration date of the option.

          (d)  If the employment of a Grantee is terminated by the Corporation
for a cause as defined in subsection (I) of this Article 9, all rights to any
stock option granted under this Plan shall terminate, including
but not limited to the ability to exercise such stock options.

          (e)  If a Grantee ceases to be an employee as a result of
retirement,
he may exercise the Incentive Stock Option within three months after the date
on
which he ceases to be an employee (but no later than the stated expiration
date
of the option) to the extent that the Incentive Stock Option was exercisable 
when
he ceased to be an employee.  An employee shall be regarded as retired if he
terminates employment after his sixty-fifth birthday.

          (f)  If a Grantee ceases to be an employee because of disability
(within the meaning of Section 105(d)(4) of the Code), or if a Grantee dies,
and
if at the time of the Grantee's disability or death he was entitled to
exercise
an Incentive Stock Option granted under this Plan, the Incentive Stock Option 
can
be exercised within 12 months after his death or termination of employment on
account of disability (but no later than the stated expiration date of the
option), by the Grantee in the case of disability or, in case of death, by his
personal representative, estate or the person who acquired by gift, bequest or
inheritance his right to exercise the Incentive Stock Option.  Such options
can
be exercised only as to the number of shares for which they could have been
exercised at the time the Grantee died or became disabled.

          (g)  With respect to Non-statutory Options granted to Board members,
the Board may provide on the Date of the Grant that such options will expire a
specified number of days after such Board member ceases to be a member of the
Board.  In the absence of any such provision, the option will expire on the
stated expiration date of the option.

          (h)  Any stock option granted under the Plan will terminate, as a
 whole
or in part, to the extent that, in accordance with this Article 9, it no
longer
can be exercised.

          (i)  For purposes of this Article 9, "cause" shall mean the
following:

               (1)  Fraud or criminal misconduct;

               (2)  Gross negligence;

               (3)  Willful or continuing disregard for the safety or
soundness
of the Corporation;

               (4)  Willful or continuing violation of the published rules of 
the
Corporation.

     10.  Method of Exercise.  Each option granted under this Plan will be 
deemed
to be exercised when the holder of it indicates his decision to do so in
writing
delivered to the Corporation and concurrently tenders to the Corporation full
payment as provided in paragraph 11 below pursuant to the exercise of the
option
and complies with such other reasonable requirements as the Board establishes
pursuant to this Plan.  No person, personal representative, estate or other
entity will have the rights of a shareholder with respect to shares subject to
an option granted under this Plan until a certificate or certificates for the
shares have been delivered to the person exercising the option.

     Any option granted under this Plan may be exercised as to any lesser
number
of shares than the full amount for which such option has been granted.  A 
partial
exercise of an option will not affect the Grantee's rights to exercise the 
option
from time to time in accordance with this Plan as to the remaining shares 
subject to the option.

     11.  Payment of the Exercise Price.  Payment of the Exercise Price may be
made in cash (by check) or, where approved by the Company in its sole
discretion
and where permitted by law: (a) by cancellation of indebtedness of the Company
to Holder; (b) by surrender of shares of common stock of the Company having a
Fair Market Value equal to the exercise price of the Option that have been
owned
by Holder for more than six (6) months (and which have been paid for within
the
meaning of SEC Rule 144 and, if such Shares were purchased from the Company by
use of a promissory note, such note has been fully paid with respect to such
shares), or were obtained by Holder in the open public market; (c) by waiver
of
compensation due or accrued to Holder for services rendered; (d) provided that
a public market for the Company's stock exists, through a "same day sale"
commitment from Holder and a broker-dealer that is a member of the National
Association of Securities Dealers (an "NASD Dealer") whereby Holder
irrevocably
elects to exercise the Option and to sell a portion of the Shares so purchased
to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the Exercise Price directly to the
Company; (e) provided that a public market for the Company's stock exists,
through a "margin" commitment from Holder and an NASD Dealer whereby Holder
irrevocably elects to exercise the Option and to pledge the Shares so
purchased
to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the Exercise Price
directly to the Company; or (f) by any combination of the foregoing.

     12.  Taxes; Compliance with Law; Approval of Regulatory Bodies.  The
Corporation, if necessary or desirable, may pay or withhold the amount of 
any tax
attributable to any amount payable or shares deliverable under this Plan and
the
Corporation may defer making payment on delivery until it is indemnified to
its
satisfaction for that tax.  Stock options are exercisable, and shares can be
delivered under this Plan, only in compliance with all applicable federal and
sate laws and regulations, including, without limitation, state and federal
securities laws, and the rules of all stock exchanges on which the
Corporation's
shares are listed at any time.  Any certificate issued pursuant to options
granted under this Plan shall bear such legends and statements as the Board 
deems
advisable to assure compliance with federal and state laws and regulations. 
No
option may be exercised, and shares may not be issued under this Plan, until
the
Corporation has obtained the consent or approval of every regulatory body,
federal or state, having jurisdiction over such matters as the Board deems
advisable.

     Specifically, in the event that the Corporation deems it necessary or
desirable to file a registration statement with the Securities and Exchange
Commission or any State Securities Commission, no option granted under the
Plan
may be exercised, and shares may not be issued, until the Corporation has
obtained the consent or approval of such Commission.

     In the case of the exercise of an option by a person or estate acquiring
by
bequest or inheritance the right to exercise such option, the Board may
require
reasonable evidence as to the ownership of the option and may require such
consents and releases of taxing authorities as the Board deems advisable.

     13.  Assignability.  Each option granted under this Plan is not 
transferable
other than by will or the laws of descent and distribution.  Each option is
exercisable during the life of the Grantee only by him.

     14.  Tenure.  A participant's right, if any, to continue to serve the
Corporation as an officer, employee or otherwise, will not be enlarged or
otherwise affected by his designation as a participant under this Plan, and
such
designation will not in any way restrict the right of the Corporation to
terminate at any time the employment or affiliation of any participant for
cause
or otherwise.

     15.  Amendment and Termination of Plan.  The Board may alter, amend or
terminate this Plan from time to time without approval of the shareholders. 
However, without the approval of the shareholders, no amendment will be 
effective
that:

          (a)  materially increases the benefits accruing to participants
under
the Plan; 

          (b)  increases the cumulative number of shares that may be delivered
upon the exercise of options granted under the Plan or the aggregate fair
market
value of options which a participant may exercise in any calendar year;

          (c)  materially modifies the eligibility requirements for 
participation
in the Plan; or

          (d)  amends the requirements of paragraphs (a)-(c) of this Article
14.

     Any amendment, whether with or without the approval of shareholders, that
alters the terms or provisions of an option granted before the amendment will
be
effective only with the consent of the participant to whom the option was 
granted
or the holder currently entitled to exercise it, except for adjustments 
expressly authorized by this Plan.

     16.  Expenses of Plan.  The expenses of the Plan will be borne by the
Corporation.

     17.  Duration of Plan.  Options may only be granted under this Plan
during
the ten years immediately following the earlier of the adoption of the Plan or
its approval by the Shareholders.  Options granted during that ten year period
will remain valid thereafter in accordance with their terms and the provisions
of this Plan. 

     18.  Other Provisions.  The option agreements authorized under the Plan
shall contain such other provisions including, without limitation,
restrictions
upon the exercise of the option, as the Board shall deem advisable.  Any such
option agreements, which are intended to be "Incentive Stock Options" shall
contain such limitations and restrictions upon the exercise of the option as
shall be necessary in order that such option will be an "Incentive Stock
Option"
as defined in Section 422 of the Code.

     19.  Indemnification of the Board.  In addition to such other rights of
indemnification as they may have as directors, the members of the Board shall
be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the
defense
of any action, suit or proceeding, or in connection with any appeal therein,
to
which they or any of them may be a party by reason of any action taken or 
failure
to act under or in connection with the Plan or any option granted thereunder,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Corporation)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such director is liable for negligence or
misconduct in the performance of his duties; provided that within 60 days
after
the institution of any such action, suit or proceeding a director shall in
writing offer the Corporation the opportunity, at its own expense, to handle
and
defend the same.

     20.  Application of Funds.  The proceeds received by the Corporation from
the sale of stock pursuant to options granted under this Plan will be used for
general corporate purposes.

     21.  No Obligation to Exercise Option.  The granting of an option shall
impose no obligation upon the Grantee to exercise such option.

     22.  Adjustment Upon Change of Shares.  If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other event affecting
shares of the Corporation occurs, then the number and class of shares to which
options are authorized to be granted under this Plan, the number and class of
shares then subject to options previously granted under this Plan, and the
price
per share payable upon exercise of each option outstanding under this Plan
shall
be equitably adjusted by the Board to reflect such changes.

     23.  Number and Gender.  Unless otherwise clearly indicated in this Plan,
words in the singular or plural shall include the plural and singular,
respectively, where they would so apply, and words in the masculine or neuter
gender shall include the feminine, masculine or neuter gender where
applicable.

     24.  Applicable Law.  The validity, interpretation and enforcement of
this
Plan are governed in all respects by the laws of Nevada.

     25.  Effective Date of Plan.  This Plan shall not take effect until
adopted
by the Board.  This Plan shall terminate if it is not approved by the holders
of
a majority of the outstanding shares of the capital stock of the Corporation,
which approval must occur within the period beginning twelve months before and
ending twelve months after the Plan is adopted by the Board.

                              NewCare Health Corporation

                              By:/s/ Ashok Dalal
                                  Ashok Dalal, President

     I hereby certify that the foregoing Stock Option Plan was approved by the
Board of Directors of NewCare Health Corporation the 21st day of April 1997.

                              ______________________________________________
                              Secretary

     I hereby certify that the foregoing Stock Option Plan was approved by the
Shareholders of NewCare Health Corporation the ____ day of ________ 1997.

                              _______________________________________________
                              Secretary