<PAGE>
                           1989 STOCK OPTION PLAN

                                     OF

                               MEDICORE, INC.

                                ----------

     1.   Purpose.  MEDICORE, INC. (the "Company"), hereby establishes the
1989 Stock Option Plan (the "Plan").  The purpose of the Plan is to advance
the interests of the Company and its stockholders by providing a means by
which the Company and its subsidiaries shall be able to attract, retain
and reward competent officers, directors, consultants, key employees
(including officers and directors who are employees), attorneys, advisors
and others, and provide such persons with an opportunity to participate in
the increased value of the Company which their effort, initiative, and
skill have helped and will help to produce.  The Plan and granting of
options shall encourage those persons to have a proprietary interest in
the Company and to provide their continued efforts.

     2.   Definitions.
          -----------

     2.1  The following terms, whenever used in this Plan, shall have the
          meanings set forth below.

          (a)  "Affiliate" means any corporation, a majority of the voting
               stock of which is directly or indirectly owned by the Company.

          (b)  "Affiliation" or "Affiliated" means any person who has a
               relationship with or is otherwise then affiliated with the
               Company as a Participant; the absence or cessation of the
               designation as Participant shall mean that such person no
               longer has an Affiliation or is Affiliated with the Company
               or an Affiliate.

          (c)  "Award" means a grant made under this Plan in the form of
               Non-Qualified Stock Options.

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

          (e)  "Committee" means a committee appointed by the Board.

          (f)  "Company" means Medicore, Inc.

          (g)  "Exercise Price" shall mean the price per Share of Stock
               at which an Option may be exercised.

          (h)  "Fair Market Value" of a Share as of a specified date shall
               mean the closing price of a Share on the principal
               securities exchange on which such Shares are traded on the
               day immediately preceding the date as of which Fair Market
               Value is being determined, or on the next preceding date on
               which such Shares are traded if no Shares were traded on

<PAGE>  2

               such immediately preceding day; or if the Shares are not
               traded on a securities exchange, Fair Market Value shall
               be deemed to be the average of the high bid and low asked
               prices of the Shares in the over-the-counter market on the
               day immediately preceding the date as of which Fair Market
               Value is being determined or on the next preceding date on
               which such high bid and low asked prices were recorded. If
               the Shares are not publicly traded, Fair Market Value shall
               be determined by the Committee or the Board. In  no case
               shall Fair Market Value be less than the par value of the
               Stock.

          (i)  "Option" means a right (Non-Qualified Stock Option) to
               purchase Stock.

          (j)  "Participant" means a person designated by the Board or
               the Committee to receive an Award under the Plan who has a
               relationship with or is otherwise then Affiliated with the
               Company or an Affiliate as either an officer, director
               (including directors who are not employees of the Company)
               consultant, key employees, attorney or advisor or sim-
               ilarly situated persons, at the time of such designation.

          (k)  "Plan" means this 1989 Medicore, Inc. Stock Option Plan,
               as amended from time to time.

          (l)  "Share" means a share of Stock adjusted in accordance with
               Section 14 of the Plan (if applicable).

          (m)  "Stock" means the common stock, $.01 par value per share,
               of the Company.

          (n)  "Successor" means the legal representative of the estate of
               a deceased Participant or the person or persons who may
               acquire the right to exercise an Option or to receive
               Shares issuable in satisfaction of an Award, by bequest or
               inheritance.

          (o)  "Term" means the period during which an Option may be
               exercised.

     2.2  Gender and Number.  Except when otherwise indicated by context,
          -----------------
reference to the masculine gender shall include, when used, the feminine
gender and any term used in the singular shall also include the plural.

     3.  Administration.  The Board may appoint a Committee consisting
         --------------
of not less than three (3) members comprised of at least two disinterested
administrators to administer the Plan.  The Board may from time to time
remove members from, or add members to, the Committee.  Vacancies on the
Committee, however caused, shall be filled by the Board. Subject to the
provisions of the Plan, the Committee shall determine the individuals to
whom and the time or times at which Options shall be granted, the number
of Shares to be subject to each Option, and the Term of any such Option,
and shall determine other terms and provisions of the respective Options,
which may or may not be identical. The Committee shall also interpret the
Plan, prescribe, amend and rescind rules and regulations relating to the
Plan, and make all other determinations necessary or advisable for the
administration of the Plan.  The determinations of

<PAGE>  3

the Committee shall be made in accordance with its judgment as to
the best interests of the Company and its stockholders and in accordance
with the purposes of the Plan.  A majority of members of the Committee
shall constitute a quorum, and all determinations of the Committee shall
be made by a majority of its members.  Any determination of the Committee
under the Plan may be made, after the consultation of the entire Committee,
without notice or meeting of the Committee, by a writing signed by a
majority of the Committee members.

     The Committee may authorize the modification, extension or renewal of
any Option outstanding under the Plan, or accept the exchange of out-
standing Options (to the extent not theretofore exercised) for the
granting of new Options in substitution therefor, when, and subject to
such conditions, as are deemed to be in the best interests of the Company
and in accordance with the purposes of the Plan, provided notwithstanding
the foregoing, no such modifications of an Option shall, without the
consent of the Optionee, alter or impair any rights or obligations under
an Option theretofore granted under the Plan.

     4.   Shares Available Under the Plan.  The number of Shares available
          -------------------------------
for distribution under this Plan shall not exceed 1,000,000 Shares (subject
to adjustment in accordance with Section 14 hereof).  These Shares may
consist, in whole or in part, of authorized but unissued Stock or treasury
Stock not reserved for any other purpose.  Any Shares subject to the terms
and conditions of an Award under this Plan which are not used because the
terms and conditions of the Award are not met and any Shares which are
used for full or partial payment of the Exercise Price of an Option may
again be used for an Award under the Plan.

     5.   Participation.  Participation in the Plan shall be limited to
          -------------
Participants of the Company  or an Affiliate selected by the Committee.
Participation is entirely at the discretion of the Committee, and is not
automatically continued after an initial period of Participation or Affil-
iation.

     6.   Stock Options.
          -------------

     6.1  Agreements.  An Award of an Option shall be evidenced by a Stock
          ----------
          Option Certificate in such form and not inconsistent with the
          Plan as the Board shall approve from time to time, which shall
          include the following terms and conditions:

          (a)  Type of Option; Number of Shares.  A statement identifying
               --------------------------------
               the Option represented thereby as Non-Qualified Stock Option
               and the number of Shares to which the Option applies and
               shall provide for adjustment in accordance with the pro-
               visions of Section 14 hereof.

          (b)  Option Price.  A statement of the Exercise Price for the
               ------------
               Stock subject to the Option which shall not be less than
               the Fair Market Value, and in any event not less than the
               par value, of the Stock on the date the Option is granted.

          (c)  Exercise Term.  A statement of the Term of each Option
               -------------
               granted as established by the Committee provided that no
               Option shall be exercisable after the earlier of (i) two
               years from death, disability or retirement, or (ii) ten
               years from the date of grant.

<PAGE>  4

          (d)  Payment for Shares.  A statement that the Exercise Price
               ------------------
               shall be payable in cash in full at the time of exercise.
               The Exercise Price may be payable in (i) cash, (ii) in
               Stock having a Fair Market Value on the date the Option
               is exercised equal to the Option price of the Stock being
               purchased pursuant to the Option, (iii) a combination
               thereof, as the Committee shall determine, or (iv) a ten
               (10%) percent down payment and the issuance of no greater
               than a five-year recourse promissory note, fully collater-
               alized equal to the principal of the note, with interest
               at the prime rate as then charged by the Company's primary
               bank, as the Committee shall determine.

          (e)  Nontransferability.  Each Stock Option Certificate shall
               ------------------
               state that the Option is not transferable other than by
               will or the laws of descent and distribution or a Change
               in Control of the Company as provided in Section 8 hereof,
               and during the lifetime of the Participant is exercisable
               only by him or by his guardian or legal representative.

          (f)  Rights as a Shareholder.  An Optionee shall have not rights
               -----------------------
               as a shareholder with respect to any Shares covered by his
               Option until the date of the issuance of a stock certificate
               for such Shares.  No adjustment shall be made for dividends
               (ordinary or extraordinary, whether in cash, securities or
               other property) or distributions or other rights for which
               the record date is prior to the date such stock certificate
               is issued, except as provided in Section 14.

     6.2  Termination of Affiliation Due to Death, Disability, or Retire-
          ---------------------------------------------------------------
          ment.  If a Participant ceases Affiliation with the Company or an
          ----
          Affiliate by reason of his death, permanent disability or retire-
          ment at or after age 65 all Options outstanding shall remain
          exercisable for a period not to exceed two years from such death,
          disability or retirement, but not beyond the expiration date of
          said Options. For this purpose, Affiliation will be treated as
          continuing intact while the Participant is on sick leave or
          other bona fide leave of absence, to be determined in the sole
          discretion of the Committee.

     6.3  Termination of Affiliation for Reasons Other Than Death, Disabil-
          -----------------------------------------------------------------
          ity or Retirement.  Except as otherwise determined by the Com-
          -----------------
          mittee, in the event a Participant ceases Affiliation with the
          Company or an Affiliate for any reason other than his death,
          permanent disability, retirement at or after age 65, or pursuant
          to a Change in Control as per Section 8, all rights of the Par-
          ticipant under this Plan shall immediately terminate without
          notice of any kind.

     7.   Termination of Affiliation.  Transfers of employment or director-
          --------------------------
ships, or as consultant, advisor or attorney between the Company and an
Affiliate, or between Affiliates, will not constitute termination of
Affiliation for purposes of any Award.

     8.   Change in Control.  Upon the occurrence of any Change in Control
          -----------------
through an Acquiring Person, Reorganization or Board Change as set forth
herein, the Company or surviving entity shall immediately redeem all
outstanding Options for cash in an amount equal to the excess of the
greater of (i) the price per Share paid in such acquisition by Acquiring
Person

<PAGE>  5

or in such Reorganization, or (ii) the highest Fair Market Value of the
Stock during ten (10) days following a public announcement that an
Acquiring Person has acquired the requisite beneficial ownership of the
outstanding Stock or ten (10) days following the commencement of or
announcement of an intention to make a tender offer or exchange offer
the consummation of which would result in the requisite beneficial owner-
ship by an Acquiring Person, or (iii) the Fair Market Value upon a Change
in the Board, over the Option Exercise Price.

     8.1  Acquiring Person.  Any person or group of affiliated or associ-
          ----------------
          ated persons who have acquired beneficial ownership of twenty-
          five (25%) percent or more of the outstanding Shares, or who
          commence, or announce an intention to make a tender offer or
          exchange offer the consummation of which would result in the
          beneficial ownership by a person or group of twenty-five (25%)
          percent or more of such outstanding Shares.

     8.2  Reorganization.  A reorganization shall mean that substantially
          --------------
          all of the assets of the Company or its affiliate Techdyne, Inc.
          are acquired by another person or entity other than the existing
          Board (see Section 8.3) or a reorganization involving the acqui-
          sition of the Company by another or its merger or consolidation
          with another. The Reorganization shall be deemed to have
          occurred upon consummation or the reorganization transaction.

     8.3  Board Change.  Board Change shall be the date that a majority
          ------------
          of the Board shall be persons other than persons (a) for whose
          election proxies shall have been solicited by the Board, or
          (b) who are then serving as directors appointed by the Board to
          fill vacancies on the Board caused by death or resignation (but
          not by removal) or to fill newly created directorships.

     Within ten (10) days of written notification to the Participant of
such redemption of the Options, the Participant shall have the right to
elect to keep the Options by written notification to the Company or its
successor within five (5) days of the redemption notification by virtue of
any Change in Control.

     9.   Effective Date of the Plan.
          --------------------------

     9.1  Effective Date.  The Plan shall become effective as of May 19,
          --------------
          1989.  If necessary at a future date, the Company may seek
          approval and ratification of the Plan by the affirmative vote
          of the holders of a majority of the outstanding Shares present
          or represented and entitled to vote in person or by proxy at a
          meeting of the stockholders of the Company.

     9.2  Duration of the Plan.  The Plan shall remain in effect until
          --------------------
          all Stock subject to it shall be distributed, until the Term
          of all Options granted under this Plan shall expire, but no
          Award shall be made after May 18, 2009.

     10.  Right to Terminate Affiliation.  Nothing in the Plan shall confer
          ------------------------------
upon any Participant the right to continue Affiliation with the Company or
any Affiliate or affect any right which the Company may have to terminate
such Affiliation of the Participant.

<PAGE>  6

     11.  Withholding Taxes.  The Company and its Affiliates shall have the
          -----------------
right to deduct from all payments under this Plan, whether in cash or in
Stock, an amount necessary to satisfy any federal, state or local with-
holding tax requirements.

     12.  Deferral of Payments.  The Company may, from time to time,
          --------------------
establish rules and conditions under which a Participant may defer the
payment of Awards.  Such terms and conditions shall be included in a
deferral agreement signed by a Participant electing such deferral.

     13.  Amendment, Modification and Termination of the Plan.  The Board
          ---------------------------------------------------
may at any time terminate, suspend, amend or modify the Plan, except that
the Board will not, without authorization of the stockholders of the
Company if such Shareholder approval had then been obtained, effect any
change (other than through adjustment for changes in capitalization as
provided in Section 14) which will:

          (a)  Increase the total amount of Stock which may be awarded
               under the plan.

          (b)  Change the class of Participants eligible to participate
               in the Plan.

          (c)  Withdraw the administration of the Plan from the Committee.

          (d)  Extend the duration of the Plan.

No termination, suspension, amendment or modification of the Plan will
adversely affect any right acquired by any Participant or any Successor
under an Award granted before the date of termination, suspension, amend-
ment or modification, unless otherwise agreed to by the Participant; but
it will be conclusively presumed that any adjustment for changes in
capitalization provided for in Section 14 does not adversely affect any
right.

     14.  Adjustment for Changes in Capitalization.  Any change in the
          ----------------------------------------
number of outstanding Shares occurring through Stock splits, reverse Stock
splits, or Stock dividends after the grant of an Award will be reflected
proportionately in the aggregate number of Shares then available for
Awards and in the number of Shares subject to Awards then outstanding;
and a proportionate change will be made in the per share Option price as
to any outstanding Options.  Any fractional Shares resulting from adjust-
ments will be rounded to the nearest whole Share.

     If the Company shall be the surviving corporation in any merger of
consolidation, each outstanding Option shall pertain and apply to the
securities to which a holder of the number of Shares subject to the Option
would have been entitled.

     In the event of a change in the Shares as presently constituted,
which is limited to a change of all of its authorized shares with par
value into the same number of shares with a different par value or without
par value, the shares resulting from any such change shall be deemed to be
the Shares within the meaning of the Plan.

     To the extent that the foregoing adjustments relate to Stock or other
securities of the Company such adjustments shall be made by the Committee,
whose determination in the respect shall be final, binding and conclusive.

<PAGE>  7

     The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifica-
tions, reorganizations or changes of its capital or business structure or
to merge or consolidate or to dissolve, liquidate, sell or transfer all or
any part of its business or assets.

     15.  Securities Law Requirements.
          ---------------------------

     15.1 No Shares shall be issued upon the exercise of any Option unless
          and until the Company has determined that (i) it and the Par-
          ticipant have taken all actions required to register the Shares
          under the Securities Act of 1933 or perfect an exemption from
          the registration requirements thereof; (ii) any applicable
          listing requirement of any stock exchange on which the Common
          Stock is listed has been satisfied; and (iii) any other
          applicable provision of state or federal law has been satisfied.
          Nothing herein is deemed nor shall be construed to confer any
          registration rights upon the Participant for an Option or the
          Shares, and no such registration right with respect to any
          Option or Share is provided to any Participant by the Company.

     15.2 Pursuant to the Company Guide of the American Stock Exchange
          until the Company obtains shareholder approval for the Plan and
          the issuance of the Options and Shares, no Participant may
          exercise Options under the Plan or any other options granted
          by the Company to the extent that such exercise would, when
          aggregated with all exercises of other outstanding options by
          Participants exceeds five (5%) percent of the outstanding Stock
          in any one year or exceed more than ten (10%) percent of the
          outstanding Stock in any five-year period; and further, a
          Participant may only exercise Options pro rata with other
          Optionees and Participants for the aggregate five (5%) percent
          limitation of outstanding Stock.

     16.  Miscellaneous.
          -------------

     16.1 The proceeds received by the Company from the sale of the Shares
          pursuant to the exercise of the Option will be used for general
          corporate purposes.

     16.2 The granting of an Option shall impose no obligation upon the
          Participant to exercise the Option.