VICOR TECHNOLOGIES, INC.

                             2002 STOCK OPTION PLAN

I.    Purpose.

     The purpose of the Vicor Technologies, Inc. 2002 Stock Option Plan (the
"Plan") is to provide, through options to purchase shares of common stock, par
value of $.0001, of Vicor Technologies, Inc. (the "Company"), long term
incentives and rewards to directors, officers, consultants and other key
employees or persons responsible for the success and growth of the Company, to
attract and retain such persons and to associate the interests of such persons
with the interests of the Company.

II.   Effective Date.

     The Plan was approved by the Board on August 28, 2002 (the "Effective
Date") and approved by the stockholders of the Company at a meeting to be held
on September 11, 2002.

III.  Definitions.

     The following terms, as used herein, shall have the following meanings:

A.   "Board" shall mean the Board of Directors of the Company.

B.   "Closing Price", as of a particular date, shall mean (i) if the shares of
     Stock are then listed or admitted to trading on a national securities
     exchange, the last reported sales price of a share of Stock sold in the
     regular way on the principal national securities exchange, on which such
     Stock is listed or admitted to trade, or if no sales occurred on such date,
     the last sales price on the last preceding day on which such shares of
     Stock were sold on such exchange, (ii) if the shares of Stock are not then
     listed or admitted to trading on any national securities exchange, the last
     reported sale price for a share of Stock as reported on the National
     Association of Securities Dealers Automated Quotation System ("NASDAQ") on
     the last preceding day on which such shares of Stock were reported sold, or
     (iii) if neither of the preceding two valuation methods is available, the
     value of a share of Stock as determined by the Board in its sole
     discretion.

C.   "Code" shall mean the Internal Revenue Code of 1986, as amended.

D.   "Committee" shall mean such committee, if any, as the Board, in its
     discretion, designates to administer the Plan.

E.   "Company" shall mean Vicor Technologies, Inc., a Delaware corporation and
     its subsidiaries now held or hereafter acquired.



F.   "Fair Market Value", as of a particular date, shall mean (i) if the shares
     of Stock are then listed or admitted to trading on a national securities
     exchange or reported on NASDAQ, the Closing Price, (ii) if the shares of
     Stock are not then listed or admitted to trading on a national securities
     exchange or reported on NASDAQ, as determined by the Board in its sole
     discretion.

G.   "Incentive Stock Option" shall mean an Option that meets the requirements
     of Section 422 of the Code, or any successor provision, and that is
     designated by the Board or the Committee as an Incentive Stock Option.

H.   "Nonqualified Stock Option" shall mean an Option other than an Incentive
     Stock Option.

I.   "Option" shall mean the right, granted pursuant to this Plan, of a holder
     thereof to purchase shares of Stock under the Plan at a price and upon the
     terms to be specified by the Board or the Committee.

J.   "Option Agreement" shall mean any written agreement, contract, or other
     instrument or document between the Company and a Participant evidencing an
     Option.

K.   "Participant" shall mean an officer, director, employee or independent
     contractor of the Company who is, pursuant to Section 4 of the Plan,
     selected to participate herein.

L.   "Plan" shall mean the Vicor Technologies, Inc. 2002 Stock Option Plan.

M.   "Stock" shall mean shares of common stock, par value of $.0001, of the
     Company.

N.   "Ten Percent Stockholder" shall mean a Participant who, at the time an
     Incentive Stock Option is to be granted to such Participant, owns (within
     the meaning of Section 422(b)(6) of the Code) stock possessing more than
     ten percent (10%) of the total combined voting power of all classes of
     stock of the Company within the meaning of Sections 422(e) and 422(f),
     respectively, of the Code.

IV.   Administration.

A.   The Plan shall be administered by the Board. The Board shall have the full
     authority in its sole discretion, subject to and not inconsistent with the
     express provisions of the Plan, to administer the Plan and to exercise all
     the powers and authorities either specifically granted to it under the Plan
     or necessary or advisable in the administration of the Plan, including,
     without limitation, the authority to grant Options; to determine and modify
     the terms of any Options granted under the Plan, including, without
     limitation, the exercise price; to determine the persons to whom and the
     time or times at which Options shall be granted; to determine the type and
     number of Options to be granted and the terms, conditions and restrictions
     relating to any Option; to determine whether, to what extent, and under
     what circumstances an Option may be settled, canceled, forfeited,
     exchanged, or surrendered; to construe and interpret the Plan and any
     Option; to determine how and in what manner a Participant pays the exercise
     price of an Option; to prescribe, amend



     and rescind rules and regulations relating to the Plan; to determine the
     terms and provisions of Option Agreements; to correct any defect, supply
     any deficiency and reconcile any inconsistency in the Plan or any Option
     granted hereunder; to amend the Plan to reflect changes in applicable law;
     and to make all other determinations deemed necessary or advisable for the
     administration of the Plan. The Board may designate one or more persons to
     implement its rules, regulations and determinations and to execute and
     deliver documents and instruments and otherwise act on its behalf in
     accordance with guidelines established by the Board from time to time.

B.   All decisions, determinations and interpretations of the Board shall be
     final and binding on all persons, including the Company, the Participant
     (or any person claiming any rights under the Plan from or through any
     Participant) and any stockholder. The expenses of administering the Plan
     shall be paid by the Company.

C.   No member of the Board shall be liable for any action taken or
     determination made in good faith with respect to the Plan or any Option
     granted hereunder.

D.   All references in the Plan to the "Board" shall, if the context so
     requires, also be deemed to refer to any Committee designated by the Board
     to administer the Plan. Any Committee from time to time, and whenever
     requested, shall report to the Board on its administration of the Plan and
     the actions it has taken.

V.    Eligibility.

     Options may be granted to officers, directors, employees and consultants of
the Company and other persons responsible for the success of the Company in the
sole discretion of the Board and as otherwise set forth herein. In determining
the persons to whom Options shall be granted and the type of Option, the Board
shall take into account such factors as it shall deem reasonable and appropriate
in connection with accomplishing the purposes of the Plan.

VI.   Stock Subject to the Plan: Adjustments.

A.   The maximum number of shares of Stock that may be optioned or purchased
     pursuant to the Plan shall be 1,000,000 shares, subject to adjustment as
     provided herein. Such shares may, in whole or in part, be authorized but
     unissued shares or shares that shall have been or may be reacquired by the
     Company in the open market, in private transactions or otherwise. If any
     shares subject to an Option are forfeited, canceled, exchanged or
     surrendered or if an Option otherwise terminates or expires without a
     distribution of shares to the Participant, the shares of Stock with respect
     to such Option shall, to the extent of any such forfeiture, cancellation,
     exchange, surrender, termination or expiration, again be available for
     grants of Options under the Plan.

B.   In the event that the Board shall determine that any dividend or other
     distribution (whether in the form of cash, stock, or other property),
     recapitalization, stock split, reverse stock split, reorganization, merger,
     consolidation, spin-off, combination, repurchase, or share exchange, or
     other similar corporate transaction or event, affects the



     Stock such that an adjustment is appropriate in order to prevent dilution
     or enlargement of the rights of Participants under the Plan, then the Board
     shall make such equitable changes or adjustments as it deems necessary or
     appropriate to any or all of (i) the number and kind of shares of Stock
     which may thereafter be issued in connection with Options, (ii) the number
     and kind of shares of Stock issued or issuable in respect of outstanding
     Options, and (iii) the exercise price, grant price, or purchase price
     relating to any Option; provided that, with respect to Incentive Stock
     Options, such adjustment shall be made in accordance with applicable
     requirements of the Code.

VII.  Option Grants.

A.   Each Option granted pursuant to this Plan shall be evidenced by an Option
     Agreement, in such form and containing such terms and conditions as the
     Board shall from time to time approve, which Option Agreement shall comply
     with and be subject to the following terms and conditions, as applicable:

     1.   Number of Shares. Each Option Agreement shall state the number of
          shares of Stock to which the Option relates.

     2.   Type of Option. Each Option Agreement shall specifically state that
          the Option constitutes an Incentive Stock Option or a Nonqualified
          Stock Option.

     3.   Option Price. Each Option Agreement shall state the Option price. The
          Option price shall be subject to adjustment as provided in Section 6
          hereof. The date as of which the Board adopts a resolution expressly
          granting an Option shall be considered the day on which such Option is
          granted, unless a different grant date is specified in such
          resolution.

     4.   Method and Time of Payment. Except as otherwise determined by the
          Board in its sole discretion, the Option price shall be paid in full,
          at the time of exercise, in cash or in shares of Stock having a Fair
          Market Value on the date of exercise equal to such Option price or in
          a combination of such cash and Stock or, in the sole discretion of the
          Board (i) through a cashless exercise procedure whereby the
          Participant may pay the exercise price by directing that shares
          otherwise deliverable upon exercise of the Option (valued at the at
          Fair Market Value of such shares as of the date of exercise) be
          withheld, (ii) through the delivery of an irrevocable written notice
          instructing the Company to deliver the shares deliverable upon
          exercise of the Option to a broker selected by the Company, subject to
          the broker's written guarantee to deliver cash to the Company in the
          full amount of the exercise price due on the Option exercise or (iii)
          delivery of a promissory note in form specified by the Company. The
          portion of any Option relating to Stock being withheld in payment of
          the exercise price shall be deemed surrendered and canceled.

     5.   Term and Exercisability of Options. Each Option shall be exercisable
          in the manner determined by the Board in its sole discretion and as
          provided in the Option Agreement; provided, however, that the Board
          shall have the authority to accelerate



          the exercisability of any outstanding Option at such time and under
          such circumstances as it, in its sole discretion, deems appropriate.
          The exercise period shall be ten (10) years from the date of the grant
          of the Option or such shorter period as is determined by the Board.
          The exercise period shall be subject to earlier termination as
          provided in Section 7(f) hereof. An Option may be exercised, as to any
          or all full shares of Stock as to which the Option has become
          exercisable, by written notice delivered to the Company, specifying
          the number of shares of Stock with respect to which the Option is
          being exercised. For purposes of the preceding sentence, the date of
          exercise will be deemed to be the date upon which the Company receives
          such notice. Without limiting the generality of any other provision of
          this Plan, the Board may, in its sole discretion, allow Options
          granted under the Plan to vest on an accelerated basis.

      6.  Termination. The Board shall have the exclusive authority to determine
          if, and for how long, and under what conditions the Option may be
          exercised after termination of a Participant's employment with or
          service to the Company, including by reason of the Participant's
          death; provided, however, that in no event will an Option continue to
          be exercisable beyond the expiration date of such Option.

      7.  Incentive Stock Options. Options granted as Incentive Stock Options
          shall be subject to the following special terms and conditions, in
          addition to the general terms and conditions specified in this Section
          7:

               (i)   Option Price. The Option price shall not be less than one
                     hundred percent (100%) of the Fair Market Value of the
                     shares of Stock covered by the Option on the date of grant
                     of such Incentive Stock Option.

               (ii)  Value of Shares. The aggregate Fair Market Value
                     (determined as of the date the Incentive Stock Option is
                     granted) of the shares of Stock with respect to which
                     Incentive Stock Options granted under this Plan and all
                     other plans of the Company become exercisable for the first
                     time by each Participant during any calendar year shall not
                     exceed $100,000.

               (iii) Ten Percent Stockholder. In the case of an Incentive Stock
                     Option granted to a Ten Percent Stockholder, (x) the Option
                     Price shall not be less than one hundred ten percent (110%)
                     of the Fair Market Value of the shares of Stock on the date
                     of grant of such Incentive Stock Option and (y) the
                     exercise period shall not exceed five (5) years from the
                     date of grant of such Incentive Stock Option.

VIII. General Provisions.

A.    Compliance with Legal Requirements. The Plan and the granting and
      exercising of Options, and the other obligations of the Company under the
      Plan and any Option Agreement or other agreement shall be subject to all
      applicable federal and state laws, rules and regulations, and to such
      approvals by any regulatory or governmental agency as



      may be required. The Company, in its discretion, may postpone the issuance
      or delivery of Stock under any Option as the Company may consider
      appropriate, and may require any Participant to make such representations
      and furnish such information as it may consider appropriate in connection
      with the issuance or delivery of Stock in compliance with applicable laws,
      rules and regulations.

B.    Nontransferability. Options shall not be transferable by a Participant
      except by will or the laws of descent and distribution and shall be
      exercisable during the lifetime of a Participant only by such Participant
      or such Participant's guardian or legal representative.

C.    No Right To Continued Employment. Nothing in the Plan or in any Option or
      any Option Agreement or other agreement entered into pursuant hereto shall
      confer upon any Participant the right to continue in the employ of the
      Company or to be entitled to any remuneration or benefits not set forth in
      the Plan or such Option Agreement or other agreement or to interfere with
      or limit in any way the right of the Company to terminate such
      Participant's employment.

D.    Withholding Taxes. Where a Participant or other person is entitled to
      receive shares of Stock pursuant to the exercise of an Option, the Company
      shall have the right to require the Participant or such other person to
      pay to the Company the amount of any taxes which the Company may be
      required to withhold before delivery to such Participant or other person
      of cash or a certificate or certificates representing such shares. Each
      Participant shall have the right to pay any or all required withholding
      taxes by delivering to the Company shares of Stock already owned. The
      Company may authorize the Participant to pay any or all required
      withholding taxes by directing that shares otherwise deliverable upon
      exercise of the Option be withheld.

E.    Taxes. Upon the disposition of shares of Stock acquired pursuant to the
      exercise of an Incentive Stock Option, the Company shall have the right to
      require the payment of the amount of any taxes which are required by law
      to be withheld with respect to such disposition. Each Participant shall
      have the right to pay any or all of such required withholding taxes by
      delivering to the Company shares of Stock already owned.

F.    Amendment and Termination of the Plan. The Board or any Committee may at
      any time and from time to time alter, amend, suspend, or terminate the
      Plan in whole or in part. Notwithstanding the foregoing, no amendment
      shall affect adversely any material rights of any Participant, without
      such Participant's consent, under any Option theretofore granted under the
      Plan. The power to grant Options under the Plan will automatically
      terminate ten years after the earlier of the adoption of the Plan by the
      Board or the approval of the Plan by stockholders of the Company. If the
      Plan is terminated, any unexercised Options shall continue to be
      exercisable in accordance with its terms and the terms of the Plan in
      effect immediately prior to such termination.

G.    Participant Rights. No Participant shall have any claim to be granted any
      Option under the Plan, and there is no obligation for uniformity of
      treatment for Participants. Except as provided specifically herein, a
      Participant or a transferee of an Option shall have no



      rights as a stockholder with respect to any shares covered by any Option
      until the date of the issuance of a stock certificate for such shares.

H.    No Fractional Shares. No fractional shares of Stock shall be issued or
      delivered pursuant to the Plan or any Option. The Board shall determine
      whether cash, other Options, or other property shall be issued or paid in
      lieu of such fractional shares or whether such fractional shares or any
      rights thereto shall be forfeited or otherwise eliminated.

I.    Governing Law. The Plan and all determinations made and actions taken
      pursuant hereto shall be governed by the laws of the State of Delaware
      without giving effect to the conflict of laws principles thereof.

J.    Beneficiary. A Participant may file with the Board a written designation
      of a beneficiary on such form as may be prescribed by the Board and may,
      from time to time, amend or revoke such designation. If no designated
      beneficiary survives the Participant, the executor or administrator of the
      Participant's estate shall be deemed to be the grantee's beneficiary.