MEDCARE TECHNOLOGIES INC, S-8, 2000-02-02

MEDCARE TECHNOLOGIES INC
S-8, 2000-02-02
SPECIALTY OUTPATIENT FACILITIES, NEC

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<PAGE>

As Filed with the Securities and Exchange Commission on February 2, 2000
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT

under

The Securities Act of 1933

________________

MedCare Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware 87-0429962B
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

1515 West 22nd Street, Suite 1210
Oak Brook, Illinois 60523
(Address of principal executive offices) (Zip code)

1998 INCENTIVE STOCK OPTION PLAN AND 1998 NONSTATUTORY STOCK OPTION PLAN
1999 INCENTIVE STOCK OPTION PLAN AND 1999 NONSTATUTORY STOCK OPTION PLAN
YEAR 2000 STOCK OPTION PLAN
(Full title of the plans)

Medcare Technologies, Inc
1515 W. 22nd St. Suite 1210
Oakbrook, IL 60523
Attention Alan R. Jagiello
(Name and address of agent for service)

(630) 472-5300
(Telephone number, including area code, of agent for service)

Copies of all communications to:
Krista A. Endres
Barack Ferrazzano Kirschbaum Perlman & Nagelberg
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
312-984-3114
________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to be Registered be Registered(1) Per Share Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share........ 945,000 shares $ 2.56 (2) $ 2,419,200(2) $ 672(2)
- ----------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.001 per share.......... 1,755,000 shares $ 4.62 (3) $ 8,108,100(3) $ 2,253(3)
==========================================================================================================
</TABLE>

(1) Represents 2,700,000 shares of Common Stock to be issued pursuant to the
Plan. Pursuant to Rule 416, this Registration Statement shall be deemed to
cover any additional shares of Common Stock which may be issuable pursuant
to the anti-dilution provisions of the Plan.

(2) Based on number of shares not issued pursuant to the Plan and estimated
pursuant to Rule 457(h) solely for the purpose of calculating the amount of
the registration fee based upon the average of the high and low prices
reported for the shares on the Nasdaq SmallCap Market on January 27, 2000.

(3) Based on number of shares issued pursuant to stock option agreements where
the exercise price is fixed and determined pursuant to Rule 456(h) solely
for the purpose of calculating the amount of the registration fee based on
the weighted average of the exercise price.

================================================================================
<PAGE>

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
---------------------------------------

The following documents filed by MedCare Technologies, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by reference in
this registration statement:

1. The Company's Annual Report on Form 10-KSB, as amended, for the year ended
December 31, 1998.

2. The Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1999.

3. The Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 1999.

4. The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1999.

5. The Company's Current Report on Form 8-K filed on February 9, 1999
regarding the formation of Medcareonline.com, Inc..

6. The Company's Current Report on Form 8-K, as amended, originally filed on
May 17, 1999 regarding the change in our certifying accountants.

7. The Company's Current Report on Form 8-K, as amended, originally filed June
2, 1999 regarding the issuance of Series B Preferred Stock and Warrants.

8. The Company's description of the Company's Common Stock contained in the
Registration Statement on Form S-3, declared effective on July 9, 1999,
Registration No. 333-81219.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part thereof from the date of filing such documents.

Item 4. Description of Securities.
-------------------------

Not applicable.

Item 5. Interests of Named Experts and Counsel.
--------------------------------------

Not applicable.

Item 6. Indemnification of Officers and Directors.
-----------------------------------------

The Company is incorporated under the laws of the State of Delaware. Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any person who is, or is
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include
<PAGE>

expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the corporation's
best interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was illegal. A Delaware corporation
may indemnify any person who is, or is threatened to be made, a party to any
threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person was a director, officer,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.

The officers and directors of the registrant are indemnified as provided under
the General Corporation Law of the State of Delaware. No additional
indemnification has been authorized.

Item 7. Exemption from Registration Claimed.
-----------------------------------

Not applicable.

Item 8. Exhibits.
--------

4.1 1998 Incentive Stock Option Plan and 1998 Nonstatutory Stock Option Plan

4.2 1999 Incentive Stock Option Plan and 1999 Nonstatutory Stock Option Plan

4.3 Year 2000 Stock Option Plan, incorporated by reference to the Company's
Proxy Statement filed with the Securities and Exchange Commission on June 4,
1999.

5 Opinion of Barack, Ferrazzano, Kirschbaum, Perlman & Nagelberg with
respect to the validity of the securities being registered.

23.1 Consent of Clancy & Co., P.L.L.C., independent auditors.

23.2 Consent of Barack, Ferrazzano, Kirschbaum, Perlman & Nagelberg (included
in opinion filed as Exhibit 5).

24 Power of Attorney (included in signature page).

Item 9. Undertakings.
------------

The undersigned small business issuer hereby undertakes that it will (a) file,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to (i) include any prospectus required
by section 10(a)(3) of the Securities Act, (ii) reflect in the prospectus any
facts or events which, individually or together, represent a fundamental change
in the information in the registration statement, or (iii) include any
additional or changed material information on the plan of distribution; (b) for
determining liability under the Securities Act, treat each such post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering;
and (c) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1993, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oak Brook, State of Illinois, on January 28, 2000.

MEDCARE TECHNOLOGIES, INC.

By: /s/ Jeffrey S. Aronin
---------------------------------------
Jeffrey S. Aronin
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Jeffrey S. Aronin and Alan Jagiello and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, or any registration statement
relating to this offering that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on January 28, 2000, by the following persons in the
capacities indicated:

Signatures Capacity
---------- --------

/s/ Jeffrey S. Aronin
----------------------- President, Chief Executive Officer and Director
Jeffrey S. Aronin (principal executive officer)

/s/ Alan P. Jagiello
----------------------- Chief Financial Officer, Secretary, Treasurer
Alan P. Jagiello and Director (principal financial and
accounting officer)

/s/ Gregory Wujek
----------------------- Vice President of Managed Care and Director
Gregory Wujek

----------------------- Director
Dr. Michael M. Blue

----------------------- Director
Harmel S. Rayat

<PAGE>

Exhibit 4.1
-----------

1998 INCENTIVE STOCK OPTION PLAN AND 1998
NONSTATUTORY STOCK OPTION PLAN

1. Names and Purposes of the Plans. This Plan document is intended to
implement and govern two separate Stock Option Plans of MedCare Technologies,
Inc., a Delaware corporation (the "Company"): the 1998 Incentive Stock Option
Plan ("Plan A") and the 1998 Nonstatutory Stock Option Plan ("Plan B")
(collectively the "Plans"). Plan A provides for the granting of options that are
intended to qualify as incentive stock options ("Incentive Stock Options")
within the meaning of Section 422(b) of the Internal Revenue Code, as amended.
Plan B provides for the granting of options that are not intended to so qualify.
Unless specified otherwise, all the provisions of this Plan document relate
equally to both Plan A and Plan B, which Plans are condensed into one Plan
document solely for purposes of administrative convenience and are not intended
to constitute tandem plans. The purposes of the Plans are (a) to attract and
retain the best available people for positions of substantial responsibility,
and (b) to provide additional incentive to the Employees of the Company (and its
future parents and subsidiaries, if any) and to promote the success of the
Company's business.

2. Definitions. For purposes of the Plans, the following terms will have the
respective meanings indicated:

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

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

(d) "Company" shall mean MedCare Technologies, Inc., a Delaware
corporation;

(e) "Committee" shall mean the committee appointed by the Board in
accordance with Paragraph 3(a) of this Plan document, if one is appointed;

(f) "Employee" shall mean any person, including an officer or director,
who is an employee (within the meaning of Section 422 of the Code) of the
Company, any parent, any subsidiary or any successors to any of the foregoing;

(g) "Incentive Option" shall mean an incentive stock option as defined in
Section 422(b) of the Code;

(h) "Non-Statutory Option" shall mean an option which does not qualify as
an Incentive Option;

(i) "Option" shall mean a stock option granted pursuant to the Plan,
whether an Incentive Option or a Non-Statutory Option;

(j) "Option Agreement" shall mean an agreement substantially in the form
attached hereto as Exhibit A or the form attached hereto as Exhibit B, or such
other form or forms as the Board (subject to the terms and conditions of the
Plans) may from time to time approve, evidencing an Option;

(k) "Option Grant Date" shall mean the date on which an Option is granted
by the Board;

(1) "Optioned Stock" shall mean the Common Stock subject to an Option
granted pursuant to a Plan;

(m) "Optionee" shall mean an Employee or other Eligible Person who
receives an Option;

(n) "Outstanding Incentive Option" shall mean any Incentive Stock Option
which has not yet been exercised in full or has not yet expired by lapse of
time;

(o) "Parent" shall mean a "parent corporation" as defined in Section
424(e) of the Code;

(p) "Plan A" shall mean the 1998 Incentive Stock Option Plan;

(q) "Plan B" shall mean the 1998 Non-Statutory Stock Option Plan;

(r) "Predecessor Corporation" shall mean a corporation which is a party to
a transaction described in Code Section 424(a) (or which would be so described
if a substitution or assumption under such section had been effected) with the
Company, a Parent, a Subsidiary or a predecessor corporation of any such
corporations.

(s) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 13 of this Plan document;
<PAGE>

(t) "Stock Purchase Agreement" shall mean an agreement substantially in
the form attached hereto as Exhibit D or such other form or forms as the Board
(subject to the terms and conditions of this Plan) may from time to time
approve, which is to be executed as a condition of purchasing Optioned Stock
upon exercise of an Option as provided in a Plan; and,

(u) "Subsidiary" shall mean a subsidiary corporation as defined in Section
424(f) of the Code.

3. Administration of Plan.

(a) Procedure. The Plans shall be administered by the Board.

The Board may appoint a Committee consisting of not less than two (2) members of
the Board to administer one or both of the Plans on behalf of the Board, subject
to such terms and conditions as the Board may prescribe. Once appointed, the
Committee shall continue to serve 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 of the Committee, and thereafter,
directly administer the Plans. Any references herein to the Board shall refer to
the Committee, if one is appointed, to the extent of the Committee's authority.

(b) Limitations on Members of Board. Members of the Board who are either
eligible for options or have been granted Options may vote on any matters
affecting the administration of the Plans or the grant of any Options pursuant
to the Plans; except that no such member shall act in connection with an Option
to himself or herself, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board during which action is taken
with respect to Options of such member.

(c) Powers of the Board. Subject to the provisions of the Plan the Board
shall have the authority, in its discretion, to make all determinations
necessary or advisable for the administration of the Plans, including without
limitation:

(i) to determine, upon review of relevant information, the then
fair market value per share of the Common Stock;

(ii) to determine the exercise price of the Options to be granted,
subject to the provisions of Paragraph 8 of this Plan document;

(iii) to determine the Employees to whom, and the time or times at
which, Options shall be granted, and the number of shares of Optioned Stock
to be represented by each Option;

(iv) to determine whether Options granted hereunder shall be granted
under Plan A as Incentive Options or Plan B as Non-statutory Options;

(v) to prescribe, amend and rescind rules and regulations relating
to the Plans;

(vi) to determine the terms and provisions of each Option granted
under the Plans (which need not be identical) and to modify or amend each
Option (with or without consent of the Optionee, if necessary);

(vii) to accelerate the exercise date of any Option;

(viii) to construe and interpret the Plans, the Option Agreements,
Stock Purchase Agreements and any other agreements provided for hereunder;
and

(ix) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously granted by
the Board or to take such other actions as may be necessary or advisable with
respect to the Company's rights pursuant to the Option, Stock Purchase Agreement
or other agreement approved hereunder.

(d) Effect of the Board's or Committee's Decision. All decisions,
determinations and interpretations of the Board or the Committee shall be final
and binding on all Optionees and any other proper holders of any Options granted
under the Plan.

4. Stock Subject to the Plan. Subject to the provisions of Section 13 of this
Plan document, the maximum aggregate number of shares which may be optioned
under these Plans is 500,000 shares of authorized Common Stock. This constitutes
an absolute cumulative limitation on the total number of shares that may be
optioned under Plan A and Plan B and, therefore, at any particular date the
maximum aggregate number of shares which may be optioned under Plan A is equal
to 500,000 minus the number of shares previously optioned under Plan A and Plan
B; and the maximum aggregate number of shares which may be optioned under Plan B
is equal to 500,000 minus the number of shares which have been previously
optioned under Plan A or Plan B. All shares to be optioned under either Plan A
or Plan B may be either authorized but unissued shares or shares held in the
treasury. Shares of Common Stock that (a) are repurchased by the Company after
issuance hereunder pursuant to the exercise of
<PAGE>

an Option or (b) are not purchased by the Optionee prior to the expiration of
the applicable Option Period (as described hereinbelow) shall again become
available to be covered by Options to be issued hereunder and shall not, as of
the effective date of such repurchase or expiration, be counted as having been
previously optioned for purposes of the above-described maximum number of shares
which may be optioned hereunder.

5. Eligibility. Options under Plan A may be granted to any Employee who is
designated by the Board in its discretion. NonEmployees, including directors of
the Company or any Parent or Subsidiary, who are not regular employees of the
Company, are not eligible to receive Options under Plan A. Options under Plan B
may be granted to any Employee, any Non-Employee director of Company or any
Parent or Subsidiary, and any consultant or independent contractors who provide
valuable services to the Company (or its Parent or Subsidiary), all as
designated by the Board in its discretion. An Optionee who has been granted an
Option may, if otherwise eligible, be granted an additional Option or Options.
Options may be granted to one or more persons without being granted to other
eligible persons, as the Board may deem fit.

6. Term of the Plan. Plan A shall become effective immediately upon the
earlier to occur of its adoption by the Board or its approval by vote of a
majority of the outstanding shares of the Company entitled to vote on the
adoption of such Plan. Plan B shall become effective immediately upon its
adoption by the Board. Each Plan shall continue in effect until December 31,
2005 unless sooner terminated under Sections 15 or 18 of this Plan document. No
Option may be granted under a Plan after its expiration.

7. Option Period. Each Option granted pursuant to either Plan shall be
evidenced by an Option Agreement. Each Option shall expire and all rights
thereunder shall end at the expiration of such period (which shall in no event
be more than ten (10) years) after the Option Grant Date as shall be fixed by
the Board, subject in all cases to earlier expiration as provided in Section 11
of this Plan document. Notwithstanding the foregoing, the term of each Incentive
Option granted to an Employee who, at the time the Incentive Option is granted,
owns stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary
(determined as required by the Code as applied to Incentive Options) shall not
be more than five (5) years from the Option Grant Date.

8. Option Price and Consideration.

(a) Price. The per share Option price for the Shares to be issued pursuant
to an Option granted under either Plan shall be such price as is determined by
the Board in its sole discretion. Notwithstanding the foregoing, with respect to
Incentive Options granted under Plan A: (i) such price shall in no event be less
than one hundred percent (100%) of the fair market value per Share of the
Company's Common Stock on the Option Grant Date, as determined by the Board; and
(ii) in the case of an Incentive Option granted to an Employee who, at the time
the Option is granted, owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any
Parent, Subsidiary or Predecessor Corporation (determined as required by the
Code as applied to Incentive Options), the per share Option price shall be at
least one hundred ten percent (110%) of the fair market value as of the Option
Grant Date, as determined by the Board. The fair market value shall be
determined by the Board in its sole discretion, exercised in good faith;
provided, however, that where there is a public market for the Common Stock, the
fair market value per share shall be the mean of the reported bid and asked
price for the Common Stock on the date of the grant, or, in the event the Common
Stock is listed on a stock exchange, the fair market value per share shall be
the closing price on the exchange as of the date of grant of the Option.

(b) Form of Consideration. The form of 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 Board and may consist of cash, promissory notes, or
the surrender of shares of Common Stock having a fair market value on the date
of surrender equal to the purchase price of the Shares as to which said Option
shall be exercised, a combination thereof, or such other consideration and
method of payment for the issuance of Shares as is permitted under applicable
law.

(c) Promissory Notes. If the consideration for the exercise of an Option
is a promissory note, such note shall be a full recourse promissory note
executed by the Optionee. If the option is an Incentive Option under Plan A,
such note shall bear interest at a per annum rate which is not less than the
greater of (i) the applicable "test rate" described in Treasury Regs. Section
1.4831(d) in effect on the date of exercise or (ii) a fair market interest rate,
as determined by the Board in its good faith discretion. If a promissory note is
given as consideration, the Company may retain the Shares purchased upon
exercise of the Option in escrow as security for payment of the promissory note.

(d) Surrendered Common Stock. If the consideration for the exercise of an
Option is the surrender of previously acquired and owned shares of common stock
of the Company, the Optionee will be required to make representations and
warranties satisfactory to the Company regarding the Optionee's title to the
shares used to effect the purchase, including without limitation,
representations and warranties that the Optionee has good and marketable title
to such shares free and clear of any and all liens, encumbrances, charges,
equities, claims, security interests, options or restrictions and has full power
to deliver such shares without obtaining the consent or approval of any person
or governmental authority other than those which have already given
<PAGE>

consent or approval in a form satisfactory to the Company. The value of the
shares used to effect the purchase shall be the fair market value of those
shares as determined by the Board in its sole discretion, exercised in good
faith.

9. Limit on Value of Optioned Stock Issued Under Plan A. The aggregate fair
market value (determined as of the Option Grant Date of each Option) of the
Shares with respect to which Incentive Options are exercisable for the first
time by the Optionee during any calendar year under Plan A and all other
incentive stock option plans of the Company, any Parent or Subsidiary, or any
Predecessor Corporation of any such corporation shall not exceed One Hundred
Thousand Dollars ($100,000.00), as determined pursuant to Section 422(d) of the
Code.

10. Exercise of Option.

(a) General Terms. Any Option granted hereunder shall be exercisable at
such times and under such conditions as may be determined by the Board which
conditions may include performance criteria with respect to the Company and/or
the Optionee or provisions for vesting over a period of time conditioned upon
continued employment and shall include the contemporaneous execution of a Stock
Purchase Agreement in a form approved by the Board and as shall be permissible
under the terms of the Plan. In all events, in order to exercise an Option
hereunder the Optionee shall execute a Stock Purchase Agreement in a form
approved by the Board and shall deliver the required (or permitted) exercise
consideration to the Company. As a condition to the exercise of an Option, the
Board may require the Optionee pursuant to the Option Agreement to agree to
restrictions on the sale or other transfer of ownership of the Common Stock
acquired by an Optionee or to sell such Shares to the Company upon termination
of employment.

(b) Partial Exercise. An Option may be exercised in accordance with the
provisions of either Plan as to all or any portion of the Shares then
exercisable under an Option, from time to time during the term of the Option. An
Option may not be exercised for a fraction of a Share.

(c) Time of Exercise. An Option shall be deemed to be exercised when the
Company has received at its principal business office: (i) written notice of
such exercise in accordance with the terms of the Option Agreement and given by
the person entitled to exercise the Option; (ii) full payment for the Shares
with respect to which the Option is exercised; (iii) the executed Stock Purchase
Agreement if required; and (iv) any other representations or agreements required
by the terms of this Plan or the Option Agreement. Full payment may consist of
such consideration as is authorized by the Board as provided hereunder.

(d) No Rights as Shareholder Until Exercise. Until this Option is properly
exercised hereunder and the Company receives full payment for the Shares with
respect to which the Option is exercised, no right to receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Option is properly exercised and payment in full is
received, except as provided in Section 13 of this Plan document.

(e) Issuance of Share Certificates. As soon as practicable after any
proper exercise of an Option in accordance with the provisions of this Plan
document and payment in full for the exercised Shares, the Company shall,
without transfer or issue tax to the Optionee, deliver to the Optionee at the
principal business office of the Company, or such other place as shall be
mutually acceptable, a certificate or certificates representing the Shares of
Common Stock as to which the Option has been exercised. The time of issuance and
delivery of the certificates) representing the Shares of Common Stock may be
postponed by the Company for such period as may be required for it, with
reasonable diligence, to comply with any applicable listing requirements of any
national or regional securities exchange and any law or regulation applicable to
the issuance and delivery of such Shares.

(f) Reduction of Shares Upon Exercise. 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.

11. Termination of Employment.

(a) General. If an Optionee ceases to be an Employee for any reason then,
except as provided in Paragraph 11(a) or 11(b) hereof, any Option of the
Optionee, whether vested or non-vested, and if issued under Plan A or Plan B,
shall terminate as of the date of termination of employment.

(b) Death or Disability. If Optionee dies or becomes disabled (within the
meaning of Code Section 422 and the rules and regulations thereunder) then,
within the earlier of thirty (30) days (or such other period of time not
exceeding six (6) months as set forth in the Option Agreement) following the
date of such death or disability and the time the Option expires by its terms,
the Optionee or such person or persons to whom the Optionee's rights under the
Option shall pass by the Optionee's will or by the laws of descent and
distribution, may exercise the Option to the extent it was vested and
exercisable on the date of death or disability.
<PAGE>

12. Non-transferability of Options. The Options and any rights and privileges
granted under any Option Agreement are not transferable by the Optionee, either
voluntarily or by operation of law, otherwise than by will and the laws of
descent and distribution and shall be exercisable during Optionee's lifetime
only by Optionee.

13. Adjustments Upon Changes in Capitalization.

(a) Reorganizations, Recapitalization, Etc. If the outstanding shares of
Common Stock of the Company are increased, decreased, changed into or exchanged
for a different number or kind of shares or securities of the Company through
reorganization, recapitalization, reclassification, stock dividend (but only on
Common Stock), stock split, reverse stock split or other similar transaction,
or, if any other increase or decrease occurs in the number of Shares of Common
Stock of the Company without the receipt of consideration by the Company, then
an appropriate and proportional adjustment shall be made in (i) the number and
kind of shares of stock covered by each outstanding Option, (ii) the number and
kind of shares of 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 of an Option), and (iii) the exercise price per share
of stock covered by each such outstanding Option. The granting of stock options
or bonuses to Employees of the Company and the conversion of any convertible
securities of the Company shall not be deemed to have been "effected without the
receipt of consideration." Notwithstanding the foregoing, no adjustment need be
made under this paragraph if, upon the advice of counsel, the Board determines
that such adjustment may result in federal taxable income to the holders of
Options or Common Stock or other classes of the Company's securities.

(b) Dissolution, Liquidation, Etc. Upon the dissolution or liquidation of
the Company, or upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Company is not the
surviving corporation, or upon a sale (or exchange through merger) of
substantially all the property or more than fifty percent (50%) of the then
outstanding stock of the Company to another corporation, the Plan shall
terminate, and any Option theretofore granted hereunder shall terminate.
Notwithstanding the foregoing, the Board may provide in writing in connection
with, or in contemplation of, such transaction for any, all or none of the
following alternatives (separately or in combination): (i) for all or a portion
of the Options theretofore granted to become immediately exercisable; (ii) for
the assumption by the successor corporation of the Options theretofore granted
or the substitution by such corporation for such Options of new options covering
the stock of the successor corporation, or a Parent or Subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices; or (iii)
for the continuance of the Plan by such successor corporation in which event the
Plan and the Options theretofore granted shall continue in the manner and under
the terms so provided.

(c) No Fractional Shares. No fractional shares of the Common Stock shall
be issuable on account of any action under this Paragraph 13, and the aggregate
number of shares into which Shares then covered by an Option, when changed as
the result of such action, shall be reduced to the largest number of whole
Shares resulting from such action. Notwithstanding the foregoing, the Board, in
its sole discretion, may determine to issue scrip certificates, in respect to
any fractional shares, which scrip certificates, in such event, shall be in a
form and have such terms and conditions as the Board in its discretion shall
prescribe.

(d) Binding Effect of Board Determinations. All adjustments under this
Paragraph 13 shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive.

(e) No Other Adjustments. Except as expressly provided herein, no issue 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 the Plan or any Options.

14. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time and from time to
time suspend or terminate either Plan. The Board may also amend or revise either
Plan from time to time in such respects as the Board may deem advisable, except
that, without approval of the holders of the majority of the outstanding shares
of the Company's Common Stock, no such revision or amendment shall amend Plan A
or Plan B so as to:

(i) Increase the number of Shares subject to Plan A or Plan B other
than in connection with an adjustment under Section 13 of this Plan document;

(ii) Permit the granting of Incentive Options to anyone other than as
provided in Paragraph 5;

(iii) Remove the administration of Plan A or Plan B from the Board;

(iv) Extend the term of Plan A or Plan B beyond that provided in
Paragraph 6 hereof;

(v) Extend the term of any Incentive Option beyond the maximum term
set forth in Paragraph 7;
<PAGE>

(vi) Permit the granting of Incentive Options which would not qualify
as Incentive Stock Options; or

(vii) Decrease the per share option price required with respect to
Incentive Options under Paragraph 8(a) hereof.

(b) Effect of Termination. Except as otherwise provided in Section 13,
without the written consent of the Optionee, any such termination of the Plan
shall not affect Options already granted and such Options shall remain in full
force and effect as if the Plan had not been terminated.

15. Conditions Upon Issuance of Shares. Options granted under either Plan are
conditioned upon the Company obtaining any required permit, or exemption from
the qualification or registration provisions of any applicable state securities
law and other appropriate governmental agencies, authorizing the Company to
issue such Options and Optioned Stock upon terms and conditions acceptable to
the Company. Shares shall not be issued with respect to an Option granted under
either Plan 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 of 1933, as amended, the
Securities Exchange Act of 1934, as amended, 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 Board may require the person exercising such Option
to execute an agreement approved by the Board, and may require the person
exercising such Option to make any representation and warranty to the Company as
may, in the judgment of counsel to the Company, be required under applicable
laws or regulations.

16. Reservation of Shares. During the term of the Plans, the Company will at
all times reserve and keep available the number of Shares as shall be sufficient
to satisfy the requirements of the Plans. During the term of the Plans, the
Company will use its best efforts to seek to obtain from appropriate regulatory
agencies any requisite authorization in order to issue and sell such number of
Shares of its Common Stock as shall be sufficient to satisfy the requirements of
the Plan. The inability of the Company to obtain from any such regulatory agency
the requisite authorization(s) deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, or the inability of the
Company to confirm to its satisfaction that any issuance and sale of any Shares
hereunder will meet applicable legal requirements, shall relieve the Company of
any liability in respect to the non-issuance or sale of such Shares as to which
such requisite authority shall not have been obtained.

17. Taxes, Fees, Expenses and Withholding of Taxes.

(a) Issue and Transfer Taxes. The Company shall pay all original issue and
transfer taxes (but not income taxes, if any) with respect to the grant of
Options and the issue and transfer of Shares pursuant to the exercise of such
Options, and all other fees and expenses necessarily incurred by the Company in
connection therewith, and will use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be
applicable thereto.

(b) Withholding. The grant of Options hereunder and the issuance of Shares
of Common Stock pursuant to the exercise of such Options are conditioned upon
the Company's reservation of the right to withhold, in accordance with any
applicable law, from any compensation payable to the Optionee any taxes required
to be withheld by federal, state or local law as a result of the grant or
exercise of such Option or the sale of the Shares issued upon exercise of the
Option.

18. Shareholder Approval of Plan A and Plan B. Continuance of Plan A and Plan B
and the effectiveness of any Option granted under such Plan shall be subject to
approval by the holders of the outstanding voting stock of the Company in
accordance with applicable law within twelve (12) months before or after the
date Plan A and Plan B is adopted by the Board. Any Options granted under Plan A
and Plan B prior to obtaining such shareholder approval shall be granted upon
the conditions that the Options so granted: (i) shall not be exercisable prior
to such approval and (ii) shall become null and void ab initio if such
shareholder approval is not obtained.

19. Liability of Company. The Company, its Parent or any Subsidiary which is in
existence or hereafter comes into existence, will not be liable to an Optionee
granted an Incentive Option or other person if it is determined for any reason
by the Internal Revenue Service or any court having jurisdiction that any
Incentive Options granted hereunder are not Incentive Stock Options.

20. Notices. Any notice to be given to the Company pursuant to the provisions
of the Plans shall be addressed to the Company in care of its Secretary at its
principal office, and any notice to be given to an Optionee shall be delivered
personally or addressed to such Optionee at the address given beneath such
Optionee's signature on such Optionee's Stock Option Agreement, or at such other
address as such Employee (or any transferee) upon the transfer of the Optioned
Stock may hereafter designate in writing to the Company. Any such notice shall
be deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, registered or certified, and deposited, postage and
registry or certification fee prepaid, in a post office or branch post office
regularly maintained by the United States Postal Service. It shall be the
obligation of each Optionee and each transferee holding Shares purchased upon
exercise of an Option to provide the Secretary of the Company, by letter mailed
as provided hereinabove, with written notice of such person's direct mailing
address.
<PAGE>

21. No Enlargement of Employee Rights. This Plan is purely voluntary on the
part of the Company, and the continuance of the Plan shall not be deemed to
constitute a contract between the Company and any Employee, or to be
consideration for or a condition of the employment of any Employee. Nothing
contained in this Plan shall be deemed to give any Employee the right to be
retained in the employ of the Company, its Parent, Subsidiary or a successor
corporation, or to interfere with the right of the Company or any such
corporations to discharge or retire any Employee thereof at any time. No
Employee shall have any right to or interest in Options authorized hereunder
prior to the grant of such Option to such employee, and upon such grant he or
she shall have only such rights and interests as are expressly provided herein,
subject, however, to all applicable provisions of the Company's Certificate of
Incorporation, as the same may be amended from time to time.

22. Legends on Certificates.

(a) Federal Law. Unless an appropriate registration statement is filed
pursuant to the Federal Securities Act of 1933, as amended, with respect to the
Options and Shares issuable under the Plans, each certificate representing such
Options and Shares shall be endorsed on its face with a legend substantially as
follows:

"THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON
EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR
DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED."

(b) State Legend. If required by applicable state authorities each
certificate representing the Options and Shares issuable under the Plans shall
be endorsedon its face with any legends required by such authorization.

(c) Additional Legends. Each certificate representing the Options and
Shares issuable under the Plans shall also contain legends as are set forth in
any Stock Purchase Agreement or other agreement the execution of which is a
condition to the exercise of an Option under this Plan. In addition, each Option
Agreement shall be endorsed with a legend substantially as follows:

"THE SHARES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION
MAYBE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A STOCK
PURCHASE AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
OF THE COMPANY, TO BE ENTERED INTO BETWEEN THE HOLDER OF THIS
OPTION AND THE COMPANY AS A CONDITION TO EXERCISE OF THIS
OPTION."

23. Availability of Plan. A copy of the Plans shall be delivered to the
Secretary of the Company and shall be shown by him to any eligible person making
reasonable inquiry concerning it.

24. Invalid Provisions. In the event that any provision of the Plans is found
to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein as invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision was not contained herein.

25. Applicable Law. These Plans shall be governed and construed in accordance
with the laws of the State of Delaware applicable to contracts executed, and to
be fully performed, in Delaware.

IN WITNESS WHEREOF, pursuant to the due authorization and adoption of these
Plans by the Board on , 199__, the Company has caused these Plans to be
duly executed by its duly authorized officers, effective as of , 199__.

MedCare Technologies, Inc.
a Delaware corporation

By:
Title: President
<PAGE>

EXHIBIT "A"

PLAN A

THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS
OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR
DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

THE SHARES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, TO BE ENTERED INTO
BETWEEN OPTIONEE AND THE COMPANY AS A CONDITION TO EXERCISE OF THIS OPTION.

INCENTIVE STOCK OPTION AGREEMENT

AGREEMENT made as of the __________ day of _____________, 19__, by and between
Medcare Technologies, Inc. a Delaware corporation (hereinafter called "Company")
and____________ (hereinafter called "Optionee").

RECITALS

A. The Board of Directors of the Company has adopted the Company's 1998
Incentive Stock Option Plan (the "Plan") for the purpose of attracting and
retaining the services of selected key employees (including officers and
employee directors), who contribute to the financial success of the Company or
its parent or subsidiary corporations.
<PAGE>

B. Optionee is a key member of the Company or its parent or subsidiary
corporations, and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the Company's grant of a
stock option to the Optionee.

C. The granted option is intended to be an incentive stock option
("Incentive Option") within the meaning of Section 422 of the Internal Revenue
Code.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. Subject to and upon the terms and conditions set forth in
this Agreement, there is hereby granted to Optionee, as of the date of this
Agreement (the "Grant Date"), a stock option to purchase up to ______ shares of
the Company's Common Stock (the "Optioned Shares") from time to time during the
option term at the option price of $____ per share.

2. Plan. The options granted hereunder are in all instances subject to the
terms and conditions of the Plan. In the event of any conflict between this
Agreement and the Plan, the provisions of the Plan shall control. Optionee
acknowledges receipt of a copy of the Plan and hereby accepts this option
subject to all of the terms and conditions of the Plan. Optionee agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Board upon any questions arising under the Plan.

3. Option Term. This option shall have a maximum term of five (5) years
measured from the Grant Date and shall accordingly expire at the close of
business on ________, 19__ (the "Expiration Date"), unless sooner terminated in
accordance with Paragraph 7, 9(a) or 20.

4. Option Nontransferable; Exception. This option shall be neither
transferable nor assignable by Optionee, either voluntarily or involuntarily,
other than by will or by the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.

5. Condition Precedent to Exercise. This option may not be exercised in whole
or in part at any time prior to the time the Company has satisfied the following
condition precedent: __________. In the event the foregoing condition precedent
has not been satisfied prior to the Expiration Date or prior to this option's
earlier termination in accordance with Paragraph 7, 9(a) or 20, then this option
shall terminate and cease to be outstanding.

6. Dates of Exercise. This option may not be exercised in whole or in part at
any time prior to the time it is approved by the Company's shareholders in
accordance with Paragraph 20. Provided such shareholder approval is obtained and
the condition precedent to exercise set forth in Paragraph 5 has been satisfied,
this option shall become exercisable for 100% of the Optioned Shares one (1)
year from the Grant Date, provided that in no event may options for more than
One Hundred Thousand Dollars ($100,000) of Optioned Shares, calculated at the
exercise price, become exercisable for the first time in any calendar year. Once
exercisable, options shall remain so exercisable until the expiration or sooner
termination of the option term under Paragraph 7 or Paragraph 9(a) of this
Agreement. In no event, however, shall this option be exercisable for any
fractional shares.

7. Accelerated Termination of Option Term. The option term specified in
Paragraph 3 shall terminate (and this option shall cease to be exercisable)
prior to the Expiration Date should one of the following provisions become
applicable:

(i) Except as otherwise provided in subparagraphs (ii) and (iii)
below, should Optionee cease to be an Employee of the Company for any reason at
any time during the option term, any option of the Optionee, whether vested or
non-vested, and if issued under Plan A, shall terminate as of the date of
termination of employment.

(ii) Should Optionee die while this option is outstanding, then the
executors or administrators of Optionee's estate or Optionee's heirs or legatees
(as the case may be) shall have the right to exercise this option for the number
of shares (if any) for which the option is exercisable on the date of the
optionee's death. Such right shall lapse and this option shall cease to be
exercisable upon the earlier of (i) six (6) months from the date of the
optionee's death or (ii) the Expiration Date.

(iii) Should Optionee become permanently disabled and cease by reason
thereof to be an Employee of the Company at any time during the option term,
then Optionee shall have a period of six (6) months (commencing with the date of
such cessation of Employee status) during which to exercise this option;
provided, however, that in no event shall this option be exercisable at any time
after the Expiration Date. Optionee shall be deemed to be permanently disabled
if Optionee is, by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of not
less than twelve (12) months, unable to perform his/her usual duties for the
Company or its Parent or Subsidiary corporations. Upon the expiration of the
limited period of exercisability or (if earlier) upon the Expiration Date, this
option shall terminate and cease to be outstanding.
<PAGE>

(iv) For purposes of this Paragraph 7 and for all other purposes
under this Agreement, Optionee shall be deemed to be an Employee of the Company
and to continue in the Company's employ for so long as Optionee remains an
Employee of the Company or one or more of its parent or subsidiary corporations
as such terms are defined in the Plan.

8. Adjustment in Option Shares.

(a) In the event any change is made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, combination of shares, or
other change affecting the outstanding Common Stock as a class without receipt
of consideration (as set forth in the Plan), then appropriate adjustments will
be made to (i) the total number of Optioned Shares subject to this option and
(h) the option price payable per share in order to reflect such change and
thereby preclude a dilution or enlargement of benefits hereunder.

(b) If the Company is the surviving entity in any merger or other business
combination, then this option, if outstanding under the Plan immediately after
such merger or other business combination shall be appropriately adjusted to
apply and pertain to the number and class of securities to which Optionee
immediately prior to such merger of other business combination would have been
entitled to receive in the consummation of such merger or other business
combination.

9. Special Termination of Option.

(a) In the event of one or more of the following transactions (a
"Corporate Transaction"):

(i) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State of the Company's incorporation;

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

(iii) any other corporate reorganization or business combination in
which fifty percent (50%) or more of the Company's outstanding voting stock is
transferred, or exchanged through merger, to different holders in a single
transaction or a series of related transactions;

then this option shall terminate upon the consummation of such Corporate
Transaction and cease to be exercisable, unless it is expressly assumed by the
successor corporation or parent thereof. The Company shall Corporate
Transaction. The Company can give no assurance that the options shall be assu
provide Optionee with at least thirty (30) days prior written notice of the
specified date for the med by the successor corporation or its parent company
and it may occur that some options outstanding under the Plan will be assumed
while these options are terminated.

(b) In the event of a Corporate Transaction, the Company may, at its
option, accelerate the vesting schedule contained in Section 6 hereof, but shall
have no obligation to do so. The Company shall have the right to accelerate
other options outstanding under the Plan or any other plan, even if it does not
accelerate the options of Optionee hereunder.

(c) This Agreement shall not in any way affect the right of the Company to
make changes in its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

10. Privilege of Stock Ownership. The holder of this option shall not have any
of the rights of a shareholder with respect to the Optioned Shares until such
individual shall have exercised the option and paid the option price in
accordance with this Agreement.

11. Manner of Exercising Option.

(a) In order to exercise this option with respect to all or any part of
the Optioned Shares for which this option is at the time exercisable, Optionee
(or in the case of exercise after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must take the following
actions:

(i) Execute and deliver to the Secretary of the Company a stock
purchase agreement in substantially the form of Exhibit D to this Agreement (the
"Purchase Agreement");

(ii) Pay the aggregate option price for the purchased shares in cash,
unless another form of consideration is permitted as described in Exhibit C, if
any, attached hereto or by the Board at the time of exercise.

accompany the Purchase Agreement. As soon thereafter as practical, the Company
shall mail or deliver to Optionee or to the other person or persons exercising
this option a certificate or certificates representing the shares so purchased
and paid for.

12. Compliance with Laws and Regulations.

(a) The exercise of this option and the issuance of Optioned Shares upon
such exercise shall be subject to compliance by the Company and Optionee with
all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange on which shares of the Company's Common Stock
may be listed at the time of such exercise and issuance.

(b) In connection with the exercise of this option, Optionee shall execute
and deliver to the Company such representations in writing as may be requested
by the Company in order for it to comply with the applicable requirements of
federal and state securities laws.

13. Successors and Assigns. Except to the extent otherwise provided in
Paragraph 4 or 9(a), the provisions of this Agreement shall insure to the
benefit of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of Optionee and the successors and assigns of the
Company.

14. Liability of Company.

(a) If the Optioned Shares covered by this Agreement exceed, as of the
Grant Date, the number of shares of Common Stock which may without shareholder
approval be issued under the Plan, then this option shall be void with respect
to such excess shares unless shareholder approval of an amendment sufficiently
increasing the number of shares of Common Stock issuable under the Plan is
obtained in accordance with the provisions of Section 18 of the Plan.

(b) The inability of the Company to obtain approval from any regulatory
body having authority deemed by the Company to be necessary to the lawful
issuance and sale of any Common Stock pursuant to this option without the
imposition of requirements unacceptable to the Company in its reasonable
discretion shall relieve the Company of any liability with respect to the non-
issuance or sale of the Common Stock as to which such approval shall not have
been obtained. The Company, however, shall use its best efforts to obtain all
such approvals.

(c) Neither the Company nor any Parent, Subsidiary or successor
corporation will have any liability to Optionee or any other person if it is
determined for any reason that any options granted hereunder are not Incentive
Stock Options.

15. No Employment Contract. Except to the extent the terms of any written
employment contract between the Company and Optionee may expressly provide
otherwise, the Company (or any parent or subsidiary corporation of the Company
employing Optionee) shall be under no obligation to continue the employment of
Optionee for any period of specific duration and may terminate Optionee's status
as an Employee at any time, with or without cause.

16. Notices. Any notice required to be given or delivered to the Company under
the terms of this Agreement shall be in writing and addressed to the Company in
care of its Secretary at its corporate offices. Any notice required to be given
or delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on this Agreement. All notices
shall be deemed to have been given or delivered upon personal delivery or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.

17. Loans or Guarantees. The Company may, in its absolute discretion and
without any obligation to do so, assist Optionee in the exercise of this option
by (i) authorizing the extension of a loan to Optionee from the Company, (ii)
permitting Optionee to pay the option price for the purchased Common Stock in
installments over a period of years, or (iii) authorizing a guarantee by the
Company of a third party loan to Optionee. The terms of any loan, installment
method of payment or guarantee (including the interest rate, the Collateral
requirements and terms of repayment) shall be established by the Company in its
sole discretion.

18. Construction. This Agreement and the option evidenced hereby are made and
granted pursuant to the Plan and are in all respects limited by and subject to
the Plan. All decisions of the Company with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in this option.

19. Governing Law. The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Delaware.

20. Shareholder Approval. The grant of this option is subject to approval of
the Plan by the Company's shareholders within twelve (12) months after the
adoption of the Plan by the Board of Directors, and this option may not be
exercised in whole or in part until such shareholder approval is obtained. In
the event that such shareholder approval is not obtained, then this option shall
thereupon terminate and Optionee shall have no further rights to acquire any
Optioned Shares hereunder.
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
duplicate on its behalf by its duly authorized officer and Optionee has also
executed this Agreement in duplicate, all as of the day and year indicated
above.

MedCare Technologies, Inc.
a Delaware corporation

By:________________________________

Title:_____________________________

___________________________________

_____________, Optionee

Address: ________________________

________________________

EXHIBIT B

Other Forms of Acceptable Consideration

[If no forms are listed hereon, cash shall be the only
acceptable form of consideration for the exercise of the
options.]

_________________

"EXHIBIT B"
PLAN B

NON-STATUTORY STOCK OPTION AGREEMENT
AGREEMENT made as of the ____ day of __________, 199__, by and between
MedCare Technologies, Inc, a Delaware corporation (hereinafter called
"Company"), and ___________ (hereinafter called "Optionee").

RECITALS

A. The Board of Directors of the Company has adopted the Company's 1998
Non-Statutory Stock Option Plan (the "Plan") for the purpose of attracting and
retaining the services of selected key employees (including officers and
employee directors) and others (collectively, "Eligible Persons"), who
contribute to the financial success of the Company or its parent or subsidiary
corporations.

B. Optionee is an Eligible Person and this Agreement is executed pursuant
to, and is intended to carry out the purposes of, the Plan in connection with
the Company's grant of a stock option to Optionee.

C. The granted option is not intended to be an incentive stock option
("Incentive Option") within the meaning of Section 422 of the Internal Revenue
Code, but is rather a non-statutory option.

NOW, THEREFORE, it is hereby agreed as follows:
<PAGE>

1. Grant of Option. Subject to and upon the terms and conditions set forth in
this Agreement, there is hereby granted to Optionee, as of the date of this
Agreement (the "Grant Date"), a stock option to purchase up to __________ shares
of the Company's Common Stock (the "Optioned Shares") from time to time during
the option term at the option price of $_______ per share.

3. Option Term. This option shall have a maximum term of years measured from
the Grant Date and shall accordingly expire at the close of business on
___________, 199__ (the "Expiration Date"), unless sooner terminated in
accordance with Paragraph 6 or 8(a).

5. Dates of Exercise. This option shall be exercisable as follows: ________.
Once exercisable, options shall remain so exercisable until the expiration or
sooner termination of the option term under Paragraph 6 or Paragraph 8(a) of
this Agreement. In no event, however, shall this option be exercisable for any
fractional shares.

6. Accelerated Termination of Option Term. The option term specified in
Paragraph 3 shall terminate (and this option shall cease to be exercisable)
prior to the Expiration Date should one of the following provisions become
applicable:

(i) Except as otherwise provided in subparagraphs (ii) and (iii)
below, should Optionee cease to be an Employee of the Company for any reason at
any time during the option term, any option of the Optionee, whether vested or
non-vested, and if issued under Plan B, shall terminate as of the date of
termination of employment.

(iv) For purposes of this Paragraph 6 and for all other purposes
under this Agreement, if Optionee is an Employee, Optionee shall be deemed to be
an Employee of the Company and to continue in the Company's employ for so long
as Optionee remains an Employee of the Company or one or more of its parent or
subsidiary corporations as such terms are defined in the Plan. For purposes of
this Paragraph 6 and for all other purposes under this Agreement, if Optionee is
not an Employee, but is eligible because Optionee is a director, consultant or
contractor of Company or a parent or subsidiary corporation, Optionee shall be
deemed to be an Eligible Person for so long as Optionee remains a director,
consultant or contractor of the Company or one or more of its parent or
subsidiary corporations as such terms are defined in the Plan.

7. Adjustment in Option Shares.

(a) In the event any change is made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, combination of shares, or
other change affecting the outstanding Common Stock as a class without receipt
of consideration (as set forth in the Plan), then appropriate adjustments will
be made to (i) the total number of Optioned Shares subject to this option and
(ii) the option price payable per share in order to reflect such change and
thereby preclude a dilution or enlargement of benefits hereunder.

to the number and class of securities to which Optionee immediately prior to
such merger or other business combination would have been entitled to receive in
the consummation of such merger or other business combination.

8. Special Termination of Option.

(a) In the event of one or more of the following transactions (a
"Corporate Transaction"):

(i) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State of the Company's incorporation;

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

then this option shall terminate upon the consummation of such Corporate
Transaction and cease to be exercisable, unless it is expressly assumed by the
successor corporation or parent thereof. The Company shall provide Optionee with
at least thirty (30) days prior written notice of the specified date for the
Corporate Transaction. The Company can give no assurance that the options shall
be assumed by the successor corporation or its parent company and it may occur
that some options outstanding under the Plan will be assumed while these options
are terminated.

(b) In the event of a Corporate Transaction, the Company may, at its
option, accelerate the vesting schedule contained in Section 5 hereof, but shall
have no obligation to do so. The Company shall have the right to accelerate
other options outstanding under the Plan or any other plan, even if it does not
accelerate the options of Optionee hereunder.

9. Privilege of Stock Ownership. The holder of this option shall not have any
of the rights of a shareholder with respect to the Optioned Shares until such
individual shall have exercised the option and paid the option price in
accordance with this Agreement.

10. Manner of Exercising Option.

(i) Execute and deliver to the Secretary of the Company a stock
purchase agreement in substantially the form of Exhibit "D" to this Agreement
(the "Stock Purchase Agreement");

(ii) Pay the aggregate option price for the purchased shares in cash,
unless another form of consideration is permited as described in Exhibit C, if
any, attached hereto or by the Board at the time of exercise.

(b) This option shall be deemed to have been exercised with respect to the
number of Optioned Shares specified in the Purchase Agreement at such time as
the executed Purchase Agreement for such shares shall have been delivered to the
Company and all other conditions of this Section have been fulfilled. Payment of
the option price shall immediately become due and shall accompany the Purchase
Agreement. As soon thereafter as practical, the Company shall mail or deliver to
Optionee or to the other person or persons exercising this option a certificate
or certificates representing the shares so purchased and paid for.

11. Compliance With Laws and Regulations.

12. Successors and Assigns. Except to the extent otherwise provided in
Paragraph 4 or 8(a), the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of Optionee and the successors and assigns of the
Company.

13. Liability of Company.

(b) The inability of the Company to obtain approval from any regulatory
body having authority deemed by the Company to be necessary to the lawful
issuance and sale of any Common Stock pursuant to this option without the
imposition of requirements unacceptable to the Company in its reasonable
discretion shall relieve the Company of any liability with respect to the
nonissuance or sale of the Common Stock as to which such approval shall not have
been obtained. The Company, however, shall use its best efforts to obtain all
such approvals.

14. No Employment Contract. Except to the extent the terms of any written
employment contract between the Company and Optionee may expressly provide
otherwise, the Company (or any parent or subsidiary corporation of the Company
employing Optionee) shall be under no obligation to continue the employment of
Optionee for any period of specific duration and may terminate Optionee's status
as an Employee at any time, with or without cause.

15. Notices. Any notice required to be given or delivered to the Company under
the terms of this Agreement shall be in writing and addressed to the Company in
care of its Secretary at its corporate offices. Any notice required to be given
or delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on this Agreement. All notices
shall be deemed to have been given or delivered upon personal delivery or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.

16. Withholding. Optionee acknowledges that, upon any exercise of this option,
the Company shall have the right to require Optionee to pay to the Company an
amount equal to the amount the Company is required to withhold as a result of
such exercise for federal and state income tax purposes.

18. Construction. This Agreement and the option evidenced hereby are made and
granted pursuant to the Plan and are in all respects limited by and subject to
the express terms and provisions of the Plan. All decisions of the Company with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this option.

19. Governing Law. The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Delaware.

20. REPURCHASE R1GHTS. OPTIONEE HEREBY AGREES THAT ALL OPTIONED SHARES ACQUIRED
UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE
COMPANY AND ITS ASSIGNS TO REPURCHASE SUCH SHARES IN ACCORDANCE WITH THE TERMS
AND CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT,

MedCare Technologies, Inc.
a Delaware corporation

By: ________________________________

Title: President

________________________
OPTIONEE:
Address:
<PAGE>

EXHIBIT C
Other Forms of Acceptable Consideration

[If no forms are listed hereon, cash shall be the only acceptable form of
consideration for the exercise of the options.]

EXHIBIT "D"
STOCK PURCHASE AGREEMENT

This Agreement is made as of this_____ day of _____________199__, by and
among MedCare Technologies, Inc, a Delaware corporation ("Corporation"),
and_____________, the holder of a stock option under the Corporation's 1998
Stock Option Plan ("Optionee").

1. EXERCISE OF OPTION

1.1 Exercise. Optionee hereby purchases shares of Class A Common Stock of
the Corporation ("Purchased Shares") pursuant to that certain option ("Option")
granted Optionee on ________ , 199__ under the Corporation's 1998 Stock Option
Plan ("Plan") to purchase up to ___________ shares of the Corporation's Common
Stock at an option price of $ _____per share ("Option Price").

1.2 Payment. Concurrently with the delivery of this Agreement to the
Secretary of the Corporation, Optionee shall pay the Option Price for the
Purchased Shares in accordance with the provisions of the agreement between the
Corporation and Optionee evidencing the Option ("Option Agreement") and shall
deliver whatever additional documents may be required by the Option Agreement as
a condition for exercise.

2. INVESTMENT REPRESENTATIONS

2.1 Investment Intent. Optionee hereby warrants and represents that
Optionee is acquiring the Purchased Shares for Optionee's own account and not
with a view to their resale or distribution and that Optionee is prepared to
hold the Purchased Shares for an indefinite period and has no present intention
to sell, distribute or grant any participating interests in the Purchase Shares.
Optionee hereby acknowledges the fact that the Purchased Shares have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), and
that the Corporation is issuing the Purchased Shares to Optionee in reliance on
the representations made by Optionee herein.

from such registration is available. Accordingly, Optionee hereby acknowledges
that Optionee is prepared to hold the Purchased Shares for an indefinite period
and that Optionee is aware that Rule 144 of the Securities and Exchange
Commission issued under the 1933 Act is not presently available to exempt the
sale of the Purchased Shares from the registration requirements of the 1933 Act.
Should Rule 144 subsequently become available, Optionee is aware that any sale
of the Purchased Shares effected pursuant to the Rule may, depending upon the
status of Optionee as an "affiliate" or "non-affiliate" under the Rule, be made
only in limited amounts in accordance with the provisions of the Rule, and that
in no event may any Purchased Shares be sold pursuant to the Rule until Optionee
has held the Purchased Shares for the requisite holding period following payment
in cash of the Option Price for the Purchased Shares.

2.3 Optionee Knowledge. Optionee represents and warrants that he or she
has a preexisting business or personal relationship with the officers and
directors of the Corporation, that he or she is aware of the business affairs
and financial condition of the Corporation and that he or she has such knowledge
and experience in business and financial matters with respect to companies in
business similar to the Corporation to enable him or her to evaluate the risks
of the prospective investment and to make an informed investment decision with
respect thereto. Optionee further represents and warrants that the Corporation
has made available to Optionee the opportunity to ask questions and receive
answers from the Corporation concerning the terms and conditions of the issuance
of the Purchased Shares and that he or she could be reasonably assumed to have
the capacity to protect his or her own interests in connection with such
investment.

2.4 Speculative Investment. Optionee represents and warrants that he or
she realizes that his or her purchase of the Purchased Shares will be a
speculative investment and that he or she is able, without impairing his or her
financial condition, to hold the Purchased Shares for an indefinite period of
time and to suffer a complete loss of his or her investment. Optionee represents
and warrants that he or she is aware and fully understands the implications of
the restrictions upon transfer imposed by the Plan and therefore on the
Purchased Shares.

2.5 Restrictive Legends. In order to reflect the restrictions on
disposition of the Purchased Shares, the stock certificates for the Purchased
Shares will be endorsed with the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO
THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREUNDER OR AN OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS
NOT REQUIRED.

3. MISCELLANEOUS PROVISIONS

3.1 Optionee Undertaking. Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
in its judgment deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either the Optionee or the
Purchased Shares pursuant to the express provisions of this Agreement.

3.2 Agreement Is Entire Contract. This Agreement constitutes the entire
contract between the parties hereto with regard to the subject matter hereof.
This Agreement is made pursuant to the provisions of the Plan and shall in all
respects be construed in conformity with the express terms and provisions of the
Plan.

3.3 Governing Law. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

3.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

3.5 Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of, and be binding upon, the Corporation and its successors and
assigns and the Optionee and the Optionee's legal representatives, heirs,
legatees, distributees, assigns and transfer by operation of law, whether or not
any such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms and conditions hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first indicated above.

MedCare Technologies, Inc.
a Delaware corporation
<PAGE>

By: _____________________________
Title: President

________________________

OPTIONEE:
Address:

<PAGE>

Exhibit 4.2
-----------

1999 INCENTIVE STOCK OPTION PLAN AND 1999
NONSTATUTORY STOCK OPTION PLAN

1. Names and Purposes of the Plans. This Plan document is intended to
implement and govern two separate Stock Option Plans of MedCare Technologies,
Inc., a Delaware corporation (the "Company"): the 1999 Incentive Stock Option
Plan ("Plan A") and the 1999 Nonstatutory Stock Option Plan ("Plan B")
(collectively the "Plans"). Plan A provides for the granting of options that
are intended to qualify as incentive stock options ("Incentive Stock Options")
within the meaning of Section 422(b) of the Internal Revenue Code, as amended.
Plan B provides for the granting of options that are not intended to so qualify.
Unless specified otherwise, all the provisions of this Plan document relate
equally to both Plan A and Plan B, which Plans are condensed into one Plan
document solely for purposes of administrative convenience and are not intended
to constitute tandem plans. The purposes of the Plans are (a) to attract and
retain the best available people for positions of substantial responsibility,
and (b) to provide additional incentive to the Employees of the Company (and its
future parents and subsidiaries, if any) and to promote the success of the
Company's business.

2. Definitions. For purposes of the Plans, the following terms will have the
respective meanings indicated:

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

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

(d) "Company" shall mean Medcare Technologies, Inc., a Delaware
corporation;

(e) "Committee" shall mean the committee appointed by the Board in
accordance with Paragraph 3(a) of this Plan document, if one is appointed;

(g) "Incentive Option" shall mean an incentive stock option as defined in
Section 422(b) of the Code;

(h) "Non-Statutory Option" shall mean an option which does not qualify as
an Incentive Option;

(i) "Option" shall mean a stock option granted pursuant to the Plan,
whether an Incentive Option or a Non-Statutory Option;

(k) "Option Grant Date" shall mean the date on which an Option is granted
by the Board;

(l) "Optioned Stock" shall mean the Common Stock subject to an Option
granted pursuant to a Plan;

(m) "Optionee" shall mean an Employee or other Eligible Person who
receives an Option;

(n) "Outstanding Incentive Option" shall mean any Incentive Stock Option
which has not yet been exercised in full or has not yet expired by lapse of
time;

(o) "Parent" shall mean a "parent corporation" as defined in Section
424(e) of the Code;

(p) "Plan A" shall mean the 1999 Incentive Stock Option Plan;

(q) "Plan B" shall mean the 1999 Non-Statutory Stock Option Plan;

(s) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 13 of this Plan document;
<PAGE>

(t) "Stock Purchase Agreement" shall mean an agreement substantially
in the form attached hereto as Exhibit D or such other form or forms as the
Board (subject to the terms and conditions of this Plan) may from time to time
approve, which is to be executed as a condition of purchasing Optioned Stock
upon exercise of an Option as provided in a Plan; and,

(u) "Subsidiary" shall mean a subsidiary corporation as defined in Section
424(f) of the Code.

3. Administration of Plan.

(a) Procedure. The Plans shall be administered by the Board.

(i) to determine, upon review of relevant information, the then
fair market value per share of the Common Stock;

(ii) to determine the exercise price of the Options to be granted,
subject to the provisions of Paragraph 8 of this Plan document;

(iii) to determine the Employees to whom, and the time or times at
which, Options shall be granted, and the number of shares of Optioned Stock to
be represented by each Option;

(iv) to determine whether Options granted hereunder shall be granted
under Plan A as Incentive Options or Plan B as Non-statutory Options;

(v) to prescribe, amend and rescind rules and regulations relating
to the Plans;

(vi) to determine the terms and provisions of each Option granted
under the Plans (which need not be identical) and to modify or amend each Option
(with or without consent of the Optionee, if necessary);

(vii) to accelerate the exercise date of any Option;

(viii) to construe and interpret the Plans, the Option Agreements,
Stock Purchase Agreements and any other agreements provided for hereunder; and

4. Stock Subject to the Plan. Subject to the provisions of Section 13 of this
Plan document, the maximum aggregate number of shares which may be optioned
under these Plans is 200,000 shares of authorized Common Stock. This
constitutes an absolute cumulative limitation on the total number of shares that
may be optioned under Plan A and Plan B and, therefore, at any particular date
the maximum aggregate number of shares which may be optioned under Plan A is
equal to 200,000 minus the number of shares previously optioned under Plan A and
Plan B; and the maximum aggregate number of shares which may be optioned under
Plan B is equal to 200,000 minus the number of shares which have been previously
optioned under Plan A or Plan B. All shares to be optioned under either Plan A
or Plan B may be either authorized but unissued shares or shares held in the
treasury. Shares of Common Stock that (a) are repurchased by the Company after
issuance hereunder pursuant to the exercise of
<PAGE>

6. Term of the Plan. Plan A shall become effective immediately upon the
earlier to occur of its adoption by the Board or its approval by vote of a
majority of the outstanding shares of the Company entitled to vote on the
adoption of such Plan. Plan B shall become effective immediately upon its
adoption by the Board. Each Plan shall continue in effect until December 31,
2009 unless sooner terminated under Sections 15 or 18 of this Plan document. No
Option may be granted under a Plan after its expiration.

7. Option Period. Each Option granted pursuant to either Plan shall be
evidenced by an Option Agreement. Each Option shall expire and all rights
thereunder shall end at the expiration of such period (which shall in no event
be more than ten (10) years) after the Option Grant Date as shall be fixed by
the Board, subject in all cases to earlier expiration as provided in Section 11
of this Plan document. Notwithstanding the foregoing, the term of each
Incentive Option granted to an Employee who, at the time the Incentive Option is
granted, owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary
(determined as required by the Code as applied to Incentive Options) shall not
be more than five (5) years from the Option Grant Date.

8. Option Price and Consideration.

(a) Price. The per share Option price for the Shares to be issued
pursuant to an Option granted under either Plan shall be such price as is
determined by the Board in its sole discretion. Notwithstanding the foregoing,
with respect to Incentive Options granted under Plan A: (i) such price shall in
no event be less than one hundred percent (100%) of the fair market value per
Share of the Company's Common Stock on the Option Grant Date, as determined by
the Board; and (ii) in the case of an Incentive Option granted to an Employee
who, at the time the Option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any Parent, Subsidiary or Predecessor Corporation (determined as
required by the Code as applied to Incentive Options), the per share Option
price shall be at least one hundred ten percent (110%) of the fair market value
as of the Option Grant Date, as determined by the Board. The fair market value
shall be determined by the Board in its sole discretion, exercised in good
faith; provided, however, that where there is a public market for the Common
Stock, the fair market value per share shall be the mean of the reported bid and
asked price for the Common Stock on the date of the grant, or, in the event the
Common Stock is listed on a stock exchange, the fair market value per share
shall be the closing price on the exchange as of the date of grant of the
Option.

(c) Promissory Notes. If the consideration for the exercise of an Option
is a promissory note, such note shall be a full recourse promissory note
executed by the Optionee. If the option is an Incentive Option under Plan A,
such note shall bear interest at a per annum rate which is not less than the
greater of (i) the applicable "test rate" described in Treasury Regs. Section
1.4831(d) in effect on the date of exercise or (ii) a fair market interest rate,
as determined by the Board in its good faith discretion. If a promissory note
is given as consideration, the Company may retain the Shares purchased upon
exercise of the Option in escrow as security for payment of the promissory note.

10. Exercise of Option.

(b) Partial Exercise. An Option may be exercised in accordance with the
provisions of either Plan as to all or any portion of the Shares then
exercisable under an Option, from time to time during the term of the Option.
An Option may not be exercised for a fraction of a Share.

(d) No Rights as Shareholder Until Exercise. Until this Option is
properly exercised hereunder and the Company receives full payment for the
Shares with respect to which the Option is exercised, no right to receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Option is properly exercised and
payment in full is received, except as provided in Section 13 of this Plan
document.

(e) Issuance of Share Certificates. As soon as practicable after any
proper exercise of an Option in accordance with the provisions of this Plan
document and payment in full for the exercised Shares, the Company shall,
without transfer or issue tax to the Optionee, deliver to the Optionee at the
principal business office of the Company, or such other place as shall be
mutually acceptable, a certificate or certificates representing the Shares of
Common Stock as to which the Option has been exercised. The time of issuance
and delivery of the certificates) representing the Shares of Common Stock may be
postponed by the Company for such period as may be required for it, with
reasonable diligence, to comply with any applicable listing requirements of any
national or regional securities exchange and any law or regulation applicable to
the issuance and delivery of such Shares.

(f) Reduction of Shares Upon Exercise. 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.

11. Termination of Employment.

(b) Death or Disability. If Optionee dies or becomes disabled (within the
meaning of Code Section 422 and the rules and regulations thereunder) then,
within the earlier of thirty (30) days (or such other period of time not
exceeding six (6) months as set forth in the Option Agreement) following the
date of such death or disability and the time the Option expires by its terms,
the Optionee or such person or persons to whm the Optionee's rights under the
Option shall pass by the Optionee's will or by the laws of descent and
distribution, may exercise the Option to the extent it was vested and
exercisable on the date of death or disability.

<PAGE>

13. Adjustments Upon Changes in Capitalization.

(d) Binding Effect of Board Determinations. All adjustments under this
Paragraph 13 shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive.

(e) No Other Adjustments. Except as expressly provided herein, no issue
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 the Plan or any Options.

14. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time and from time to
time suspend or terminate either Plan. The Board may also amend or revise
either Plan from time to time in such respects as the Board may deem advisable,
except that, without approval of the holders of the majority of the outstanding
shares of the Company's Common Stock, no such revision or amendment shall amend
Plan A or Plan B so as to:

(i) Increase the number of Shares subject to Plan A or Plan B other
than in connection with an adjustment under Section 13 of this Plan document;

(ii) Permit the granting of Incentive Options to anyone other than as
provided in Paragraph 5;

(iii) Remove the administration of Plan A or Plan B from the Board;

(iv) Extend the term of Plan A or Plan B beyond that provided in
Paragraph 6 hereof;

(v) Extend the term of any Incentive Option beyond the maximum term
set forth in Paragraph 7;
<PAGE>

(vi) Permit the granting of Incentive Options which would not qualify
as Incentive Stock Options; or

(vii) Decrease the per share option price required with respect to
Incentive Options under Paragraph 8(a) hereof.

16. Reservation of Shares. During the term of the Plans, the Company will
at all times reserve and keep available the number of Shares as shall be
sufficient to satisfy the requirements of the Plans. During the term of the
Plans, the Company will use its best efforts to seek to obtain from appropriate
regulatory agencies any requisite authorization in order to issue and sell such
number of Shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Plan. The inability of the Company to obtain from any such
regulatory agency the requisite authorization(s) deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares hereunder, or the
inability of the Company to confirm to its satisfaction that any issuance and
sale of any Shares hereunder will meet applicable legal requirements, shall
relieve the Company of any liability in respect to the non-issuance or sale of
such Shares as to which such requisite authority shall not have been obtained.

17. Taxes, Fees, Expenses and Withholding of Taxes.

(a) Issue and Transfer Taxes. The Company shall pay all original issue
and transfer taxes (but not income taxes, if any) with respect to the grant of
Options and the issue and transfer of Shares pursuant to the exercise of such
Options, and all other fees and expenses necessarily incurred by the Company in
connection therewith, and will use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be
applicable thereto.

(b) Withholding. The grant of Options hereunder and the issuance of
Shares of Common Stock pursuant to the exercise of such Options are conditioned
upon the Company's reservation of the right to withhold, in accordance with any
applicable law, from any compensation payable to the Optionee any taxes required
to be withheld by federal, state or local law as a result of the grant or
exercise of such Option or the sale of the Shares issued upon exercise of the
Option.

19. Liability of Company. The Company, its Parent or any Subsidiary which is
in existence or hereafter comes into existence, will not be liable to an
Optionee granted an Incentive Option or other person if it is determined for any
reason by the Internal Revenue Service or any court having jurisdiction that any
Incentive Options granted hereunder are not Incentive Stock Options.

22. Legends on Certificates.

(b) State Legend. If required by applicable state authorities each
certificate representing the Options and Shares issuable under the Plans shall
be endorsed its face with any legends required by such authorization.

(c) Additional Legends. Each certificate representing the Options and
Shares issuable under the Plans shall also contain legends as are set forth in
any Stock Purchase Agreement or other agreement the execution of which is a
condition to the exercise of an Option under this Plan. In addition, each
Option Agreement shall be endorsed with a legend substantially as follows:

23. Availability of Plan. A copy of the Plans shall be delivered to the
Secretary of the Company and shall be shown by him to any eligible person making
reasonable inquiry concerning it.

24. Invalid Provisions. In the event that any provision of the Plans is found
to be invalid or otherwise unenforcable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein as invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision was not contained herein.

25. Applicable Law. These Plans shall be governed and construed in accordance
with the laws of the State of Delaware applicable to contracts executed, and to
be fully performed, in Delaware.

MedCare Technologies, Inc.
a Delaware corporation

By:
Title: President
<PAGE>

EXHIBIT "A"

PLAN A

INCENTIVE STOCK OPTION AGREEMENT

AGREEMENT made as of the __________ day of _____________, 19__, by and
between Medcare Technologies, Inc. a Delaware corporation (hereinafter called
"Company") and ____________ (hereinafter called "Optionee").

RECITALS

A. The Board of Directors of the Company has adopted the Company's 1999
Incentive Stock Option Plan (the "Plan") for the purpose of attracting and
retaining the services of selected key employees (including officers and
employee directors), who contribute to the financial success of the Company or
its parent or subsidiary corporations.

C. The granted option is intended to be an incentive stock option
("Incentive Option") within the meaning of Section 422 of the Internal Revenue
Code.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. Subject to and upon the terms and conditions set
forth in this Agreement, there is hereby granted to Optionee, as of the date of
this Agreement (the "Grant Date"), a stock option to purchase up to ______
shares of the Company's Common Stock (the "Optioned Shares") from time to time
during the option term at the option price of $____ per share.

acknowledges receipt of a copy of the Plan and hereby accepts this option
subject to all of the terms and conditions of the Plan. Optionee agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Board upon any questions arising under the Plan.

8. Adjustment in Option Shares.

9. Special Termination of Option.

(a) In the event of one or more of the following transactions (a
"Corporate Transaction"):

(i) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State of the Company's incorporation;

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

then this option shall terminate upon the consummation of such Corporate
Transaction and cease to be exercisable, unless it is expressly assumed by
the successor corporation or parent thereof. The Company shall Corporate
Transaction. The Company can give no assurance that the options shall be
assu provide Optionee with at least thirty (30) days prior written notice of
the specified date for the med by the successor corporation or its parent
company and it may occur that some options outstanding under the Plan will be
assumed while these options are terminated.

11. Manner of Exercising Option.

(i) Execute and deliver to the Secretary of the Company a stock
purchase agreement in substantially the form of Exhibit D to this Agreement (the
"Purchase Agreement");

(b) This option shall be deemed to have been exercised with respect to the
number of Optioned Shares specified in the Purchase Agreement at such time as
the executed Purchase Agreement for such shares shall have been delivered to the
Company and all other conditions of this Section have been fulfilled. Payment
of the option price shall immediately become due and shall accompany the
Purchase Agreement. As soon thereafter as practical, the Company shall mail or
deliver to Optionee or to the other person or persons exercising this option a
certificate or certificates representing the shares so purchased and paid for.

12. Compliance with Laws and Regulations.

regulations of any stock exchange on which shares of the Company's Common Stock
may be listed at the time of such exercise and issuance.

14. Liability of Company.

16. Notices. Any notice required to be given or delivered to the Company under
the terms of this Agreement shall be in writing and addressed to the Company in
care of its Secretary at its corporate offices. Any notice required to be given
or delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on this Agreement. All
notices shall be deemed to have been given or delivered upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

19. Governing Law. The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Delaware.

Medcare Technologies, Inc.
a Delaware corporation

By:____________________________

Title:_________________________

_________________________________

_____________, Optionee

Address: ________________________

________________________

EXHIBIT B

Other Forms of Acceptable Consideration

[If no forms are listed hereon, cash shall be the only
acceptable form of consideration for the exercise of the
options.]

_________________

"EXHIBIT B"
PLAN B

NON-STATUTORY STOCK OPTION AGREEMENT

AGREEMENT made as of the ____ day of __________, 199__, by and between MedCare
Technologies, Inc, a Delaware corporation (hereinafter called "Company"), and
___________ (hereinafter called "Optionee").

RECITALS

A. The Board of Directors of the Company has adopted the Company's 1999
Non-Statutory Stock Option Plan (the "Plan") for the purpose of attracting and
retaining the services of selected key employees (including officers and
employee directors) and others (collectively, "Eligible Persons"), who
contribute to the financial success of the Company or its parent or subsidiary
corporations.

C. The granted option is not intended to be an incentive stock option
("Incentive Option") within the meaning of Section 422 of the Internal Revenue
Code, but is rather a non-statutory option.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. Subject to and upon the terms and conditions set forth in
this Agreement, there is hereby granted to Optionee, as of the date of this
Agreement (the "Grant Date"), a stock option to purchase up to __________ shares
of the Company's Common Stock (the "Optioned Shares") from time to time during
the option term at the option price of $_______ per share.

(i) Except as otherwise provided in subparagraphs (ii) and (iii)
below, should Optionee cease to be an Employee of the Company for any reason at
any time during the option term, any option of the Optionee, whether vested or
non-vested, and if issued under Plan B, shall terminate as of the date of
termination of employment.

7. Adjustment in Option Shares.
<PAGE>

(a) In the event any change is made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, combination of shares, or
other change affecting the outstanding Common Stock as a class without receipt
of consideration (as set forth in the Plan), then appropriate adjustments will
be made to (i) the total number of Optioned Shares subject to this option and
(ii) the option price payable per share in order to reflect such change and
thereby preclude a dilution or enlargement of benefits hereunder.

(b) If the Company is the surviving entity in any merger or other business
combination, then this option, if outstanding under the Plan immediately after
such merger or other business combination shall be appropriately adjusted to
apply and pertain to the number and class of securities to which Optionee
immediately prior to such merger or other business combination would have been
entitled to receive in the consummation of such merger or other business
combination.

8. Special Termination of Option.

(a) In the event of one or more of the following transactions (a
"Corporate Transaction"):

(i) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State of the Company's incorporation;

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

then this option shall terminate upon the consummation of such Corporate
Transaction and cease to be exercisable, unless it is expressly assumed by the
successor corporation or parent thereof. The Company shall provide Optionee
with at least thirty (30) days prior written notice of the specified date for
the Corporate Transaction. The Company can give no assurance that the options
shall be assumed by the successor corporation or its parent company and it may
occur that some options outstanding under the Plan will be assumed while these
options are terminated.

10. Manner of Exercising Option.

(i) Execute and deliver to the Secretary of the Company a stock
purchase agreement in substantially the form of Exhibit "D" to this Agreement
(the "Stock Purchase Agreement");

(ii) Pay the aggregate option price for the purchased shares in cash,
unless another form of consideration is permitted as described in Exhibit
C, if any, attached hereto or by the Board at the time of exercise.

(b) This option shall be deemed to have been exercised with respect to the
number of Optioned Shares specified in the Purchase Agreement at such time as
the executed Purchase Agreement for such shares shall have been delivered to the
Company and all other conditions of this Section have been fulfilled. Payment
of the option price shall immediately become due and shall accompany the
Purchase Agreement. As soon thereafter as practical, the Company shall mail or
deliver to Optionee or to the other person or persons exercising this option a
certificate or certificates representing the shares so purchased and paid for.
<PAGE>

11. Compliance With Laws and Regulations.

13. Liability of Company.

(b) The inability of the Company to obtain approval from any regulatory
body having authority deemed by the Company to be necessary to the lawful
issuance and sale of any Common Stock pursuant to this option without the
imposition of requirements unacceptable to the Company in its reasonable
discretion shall relieve the Company of any liability with respect to the
nonissuance or sale of the Common Stock as to which such approval shall not have
been obtained. The Company, however, shall use its best efforts to obtain all
such approvals.

15. Notices. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Company in care of its Secretary at its corporate offices. Any notice required
to be given or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated below Optionee's signature line on this
Agreement. All notices shall be deemed to have been given or delivered upon
personal delivery or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.

19. Governing Law. The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Delaware.

20. REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTIONED SHARES
ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF
THE COMPANY
<PAGE>

AND ITS ASSIGNS TO REPURCHASE SUCH SHARES IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT,

MedCare Technologies, Inc.
a Delaware corporation

By: ____________________________

Title: President

___________________________
OPTIONEE:
Address:

EXHIBIT C
Other Forms of Acceptable Consideration

[If no forms are listed hereon, cash shall be the only acceptable form of
consideration for the exercise of the options.]

EXHIBIT "D"
STOCK PURCHASE AGREEMENT

1. EXERCISE OF OPTION

1.1 Exercise. Optionee hereby purchases shares of Class A Common Stock of
the Corporation ("Purchased Shares") pursuant to that certain option ("Option")
granted Optionee on ________ , 1997 under the Corporation's 1999 Stock Option
Plan ("Plan") to purchase up to ___________ shares of the Corporation's Common
Stock at an option price of $ _____ per share ("Option Price").
<PAGE>

2. INVESTMENT REPRESENTATIONS

2.2 Restricted Securities. Optionee hereby confirms that Optionee has been
informed that the Purchased Shares may not be resold or transferred unless the
Purchased Shares are first registered under the Federal securities laws or
unless an exemption from such registration is available. Accordingly, Optionee
hereby acknowledges that Optionee is prepared to hold the Purchased Shares for
an indefinite period and that Optionee is aware that Rule 144 of the Securities
and Exchange Commission issued under the 1933 Act is not presently available to
exempt the sale of the Purchased Shares from the registration requirements of
the 1933 Act. Should Rule 144 subsequently become available, Optionee is aware
that any sale of the Purchased Shares effected pursuant to the Rule may,
depending upon the status of Optionee as an ttaffiliate" or "non-affiliate"
under the Rule, be made only in limited amounts in accordance with the
provisions of the Rule, and that in no event may any Purchased Shares be sold
pursuant to the Rule until Optionee has held the Purchased Shares for the
requisite holding period following payment in cash of the Option Price for the
Purchased Shares.

2.4 Speculative Investment. Optionee represents and warrants that he or
she realizes that his or her purchase of the Purchased Shares will be a
speculative investment and that he or she is able, without impairing his or her
financial condition, to hold the Purchased Shares for an indefinite period of
time and to suffer a complete loss of his or her investment. Optionee
represents and warrants that he or she is aware and fully understands the
implications of the restrictions upon transfer imposed by the Plan and therefore
on the Purchased Shares.

2.5 Restrictive Legends. In order to reflect the restrictions on
disposition of the Purchased Shares, the stock certificates for the Purchased
Shares will be endorsed with the following legend:

3. MISCELLANEOUS PROVISIONS

3.3 Governing Law. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

3.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first indicated above.

MedCare Technologies, Inc.
a Delaware corporation

By: _____________________________
Title: President

___________________________

OPTIONEE:
Address:

<PAGE>

EXHIBIT 5

[LETTERHEAD OF BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG APPEARS HERE]

January 28, 2000

Medcare Technologies, Inc.
1515 West 22nd Street, Suite 1210
Oak Brook, IL 60523

Re: Registration Statement on Form S-8
----------------------------------

Ladies and Gentlemen:

We have acted as special counsel to Medcare Technologies, Inc., a Delaware
corporation (the "Company"), in connection with registration by the Company of
2,700,000 shares of the Company's common stock, par value $0.001 per share (the
"Common Stock"), issuable upon exercise of stock options granted under the 1998
Incentive Stock Option Plan and 1998 Nonstatutory Stock Option Plan, the 1999
Incentive Stock Option Plan and 1999 Nonstatutory Stock Option Plan and the Year
2000 Stock Option Plan (collectively, the "Plans"), pursuant to a registration
statement on Form S-8 filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") (such
registration statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). At your request, this letter is being
furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

(a) The Certificate of Incorporation of the Company, as amended, and
the Company's by-laws;

(b) The Registration Statement, including the prospectus constituting
a part thereof;

(d) A form of stock certificate representing the Common Stock.

We have made such legal investigation as we deemed necessary for purposes
of this opinion. In that investigation, we have assumed the genuineness of all
signatures, the proper execution of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies, and the authenticity and proper execution of the originals of such
copies. We have not made any independent factual investigation, have relied
without such investigation on all the listed documents, and disclaim any duty to
make such an independent factual investigation.
<PAGE>

BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG

Medcare Technologies, Inc.
January 28, 2000
Page 2

Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect
of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the
enforcement of creditors' rights generally, (ii) general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law), (iii) public policy considerations which may limit the
rights of parties to obtain certain remedies and (iv) any laws except the
laws of the State of Illinois, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.

Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that each share of Common Stock registered under the Registration
Statement and issuable under the Plans will be legally issued, fully paid
and non-assessable, if and when the following conditions are satisfied:

(a) the Registration Statement becomes effective;

(b) the appropriate officers of the Company have taken all
necessary action to fix and approve the terms of the options;

(d) such option is exercised in accordance with its terms and
the terms of the applicable Plan;

(e) the purchaser pays the full consideration for such share as
required by such option; and

(f) the Company takes the actions necessary to cause delivery of
a valid certificate representing such share.

We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving the foregoing consents, we
do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Commission thereunder. This opinion is based upon our knowledge of
the law and facts as of the date hereof, and we assume no duty to
communicate with you with respect to any matter that comes to our attention
hereafter.

Very truly yours,

/s/ Barack Ferrazzano Kirschbaum Perlman &
<PAGE>

BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG

Medcare Technologies, Inc.
January 28, 2000
Page 3

Nagelberg

BARACK FERRAZZANO KIRSCHBAUM
PERLMAN & NAGELBERG

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

As independent auditors, we hereby consent to the Inclusion in this Form
S-8 our reports, relating to the consolidated financial statements of Medcare
Technologies, Inc. for the years ended December 31, 1998 and 1997 and any
amendments thereto. We also consent to the reference to this firm under the
heading "Experts" in this Registration Statement.

CLANCY AND CO., P.L.L.C.
Certified Public Accountants
January 28, 2000