Albert J. Henry - Page 8

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          particular stock options, continued employment with IMED was a              
          requirement.  The document also includes the provision that the             
          fair market value was "none" and there were no amounts currently            
          paid in.                                                                    
               The 1979 options provided that the optionee could exercise             
          the options "in 20% increments through the fifth-year end                   
          anniversary hereof, so long as he is, at such anniversary date,             
          still an employee or consultant to IMED".  The 1979 options also            
          contained the following vesting schedule:                                   
          Percentage of                                                               
          Shares Underlying        Earliest Date Upon        Last Date Upon           
          the Options That         Which Optionee May  Which Optionee                 
          May Be Exercised         Exercise              May Exercise                 
               20                  Dec. 31, 1979       June 30, 1984                  
               40                  Dec. 31, 1980       June 30, 1984                  
               60                  Dec. 31, 1981       June 30, 1984                  
               80                  Dec. 31, 1982       June 30, 1984                  
          100                      Dec. 31, 1983       June 30, 1984                  

          The 1979 options were transferable, subject to the vesting                  
          provisions, only to persons approved by the board as "qualified             
          offerees".  The approval of the board was stated to be contingent           
          on the receipt of a favorable opinion of counsel and could be               
          refused if the transfer would require registration under section            
          5 of the Securities Act of 1933, ch. 38, 48 Stat. 74, 77, as                
          amended, 15 U.S.C. sec. 77a (1988).                                         
               Simultaneously with his signing of the section 83(b)                   
          election for the 1979 options, Henry was provided with a copy of            
          a letter from IMED.                                                         





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