##### 



Exhibit 10.17

Stock Option Agreement between Uroplasty, Inc. and Executive Advisory Group (EAG)
dated April 1, 2003.

UROPLASTY, INC.
1995 PLAN STOCK OPTION AGREEMENT

No: 95-77-NQ

THIS STOCK OPTION AGREEMENT by and between Executive Advisory Group (the
Optionee) and Uroplasty, Inc., a Minnesota corporation having a place of
business at 2718 Summer Street NE, Minneapolis, MN 55413 (the Company), is
dated April 1, 2003.

WITNESSETH:

WHEREAS, the Company has adopted the Uroplasty, Inc. 1995 Stock Option
Plan as amended December 7, 1999 (the Plan), and

WHEREAS, the Optionee and the Company wish to enter into this Agreement
for the granting of stock options effective April 1, 2003, and

WHEREAS the Board of Directors has granted a stock option subject to the
execution of this Stock Option Agreement.

NOW, THEREFORE, it is agreed as follows:

Plan. The terms and conditions of the Plan, a copy of which has been
delivered to the Optionee, are hereby incorporated herein and made a part
hereof by reference as if set forth in full. In the event of any conflict or
inconsistency between the provisions of this Agreement and those of the Plan,
the provisions of the Plan shall govern and control.

Number of Shares/Exercise Price. The number of shares of Common Stock of
the Company subject to the stock option provided for by this Agreement is fifty
thousand (50,000) and the purchase price of each such share is two dollars and
eighty cents ($2.80).

Expiration. No stock option provided for by this Agreement is exercisable
after the earlier to occur of:

the expiration of five (5) years from the date of this Agreement;

the expiration of twelve (12) months from the date of termination of the
service of Optionees President, Sam B. Humphries, as a board member or, if
later, termination of the service of Optionee as a consultant to the Company
(other than a termination described in subparagraph (c) or (d) below);
provided that if the Optionees President shall die during such twelve-month
period, the time of termination of the unexercised portion of this Option shall
be determined pursuant to subparagraph (c) below;

the expiration of one year from the date of termination of Mr. Humphries
service as a board member if Mr. Humphries tenure as a director terminates as
a result of his permanent and total disability or death (other than a
termination described in subparagraph (d) below) ; or

the termination of Mr. Humphries service as a board member or Optionees
service as a consultant by the Company if such termination constitutes or is
attributable to a breach by Mr. Humphries or the Optionee of this Agreement,
any Confidentiality, Inventions and Non-Compete and Non-Solicitation Agreement
or any similar agreement between the Optionee and the Company or between Mr.
Humphries and the Company having an equivalent purpose or effect or if either
Mr. Humphries or the Optionee is discharged for cause. The Companys Board of
Directors shall have the right to determine whether Mr. Humphries or the
Optionee has been discharged for cause and the date of such discharge, and such
determination of the Board shall be final and conclusive.

4.     Vesting. All shares under this option shall become vested and exercisable
on the date of grant.

5.     Exercise Upon Termination. Upon termination of Mr. Humphries service as a
board member or the Optionees service as a consultant by reason of Mr.
Humphries non re-election to the board, disability, normal retirement, death
or otherwise, the stock option provided for by this Agreement is exercisable
only to the extent the same was exercisable immediately prior to such
termination.

Page 48





---



##### 



6.     Changes in Capitalization. In the event of any change in the outstanding
shares of Stock in the Company by reason of any stock dividend, split,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares or rights offering to purchase stock at a price substantially below
fair market value or other similar corporate change, the aggregate number of
shares which may be subject to Options under the Plan and the terms of any
outstanding Option, including the number and kind of shares subject to such
Options and the purchase price per share thereof, shall be appropriately
adjusted by the Board, consistent with such change and in such manner as the
Board, in its sole discretion, may deem equitable to prevent substantial
dilution or enlargement of the rights granted to or available for Optionee.
Notwithstanding the preceding sentence, in no event shall any fraction of a
share of stock be issued upon the exercise of an Option.

7.     Restriction on Transferability. The Plan provides that no stock option
granted thereunder shall be transferable other than by will or the laws of
decent and distribution and a stock option may be exercised during the lifetime
of Mr. Humphries thereof only by the Optionee. In the event of Mr. Humphries
death, this stock option shall thereafter be exercisable during the period
specified in paragraph 3 hereof by Optionee.

8.     Manner of Exercise. Subject to the terms and conditions of this Agreement
and the Plan, the stock option may be exercised by giving written notice of
exercise signed by the Optionee to the Secretary of the Company at its
principal office and specifying the number of shares to be purchased and by
paying in full the purchase price of the number of shares of stock with respect
to which the stock option is exercised, in cash or in such other manner as may
be authorized from time to time by the Companys Board of Directors. In
addition, the Optionee shall be solely responsible for the timely payment of an
amount sufficient to satisfy applicable federal, state or local tax
requirements, if any, resulting from the exercise any portion of this stock
option. In the event the stock option shall be exercised by any person other
than the Optionee, such notice to the Company shall be accompanied by
appropriate proof of the right of such person to exercise the stock option, if
any.

9.     Transfer of Shares by Company. The Company has no obligation to deliver
shares or cash upon exercise of any stock option until qualified for delivery
under such laws and regulations as may be deemed by the Company applicable
thereto. At such time, the Company shall effect the transfer to the Optionee
(or such other person exercising this stock option pursuant to paragraph 8
hereof) of the shares purchased pursuant hereto and within a reasonable time
thereafter such transfer shall be evidenced on the books of the Company. No
Optionee or other person exercising this stock option shall have any of the
rights of a shareholder of the Company with respect to shares subject to this
stock option until certificates for such shares shall have been issued
following the exercise of this stock option pursuant to the provisions thereof.

10.     Investment Representation. The Optionee, by its acceptance hereof,
represents and warrants to the Company that the purchase of shares of Common
Stock upon the exercise hereof shall be for investment and not with a view to
distribution, provided that this representation and warranty shall be
inoperative, if, in the opinion of counsel to the Company, a proposed sale or
distribution of such shares is pursuant to an applicable effective registration
statement under the Securities Act of 1933, as amended (the Securities Act)
or is exempt from registration under the Securities Act. The Optionee further
represents that all of equity interests are owned by Mr. Humphries, who is an
accredited investor within the meaning of the Securities Act.

11.     Tax Consequences. Optionee agrees that Optionee is solely responsible for
his tax liability that may arise as a result of the grant or exercise of the
stock option granted hereby, has consulted with its own tax advisors regarding
the federal, state and local tax consequences of this Agreement and is not
relying on any statement or representation of the Company or its employees or
agents.

No Third Party Beneficiaries. Nothing herein expressed or implied is
intended or shall be construed as conferring upon or giving to any person, firm
or corporation other than the parties hereto any rights or benefits under or by
reason of this Agreement.

13.     Further Assurances. Each party hereto agrees to execute such further
papers, agreements, assignments or documents of title as may be necessary or
desirable to effect the purposes of this Agreement and carry out its
provisions.

14.     Entire Agreement. This Agreement embodies the entire agreement made
between the parties hereto with respect to the matters covered herein and shall
not be modified except by a writing signed by the party to be charged.

15.     Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute
but one and the same agreement.

16.     Governing Law. This Agreement, in its interpretation and effect, shall be
governed by the laws of the State of Minnesota applicable to contracts executed
and to be performed therein.

Page 49





---



##### 



IN WITNESS WHEREOF, the undersigned have hereunto affixed their signatures.

|               |  |                         
|-------------- |  | ------------------------
|UROPLASTY, INC |  | EXECUTIVE ADVISORY GROUP

|   |                                                                 |  |                             |  |  | 
|-- | --------------------------------------------------------------- |  | --------------------------- |  |  | 
|By |                                                                 |  | By                          |  | 
|   |                                                                 |  |                            
|   | Daniel G. Holman, President and
        Chief Executive Officer |  | Sam B. Humphries, President

Page 50