As  filed  with  the Securities and Exchange Commission on February 11, 2005
                         Registration  No.  -333-_______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               InterCare DX, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                           Incorporated in California
         (State or other jurisdiction of incorporation or organization)

                                   95-4304537
                      (I.R.S. Employer Identification No.)

            900 Wilshire Boulevard, Suite 500, Los Angeles, CA 90017
          (Address of Principal Executive Offices, including ZIP Code)

                   THE STOCK OPTION PLAN OF INTERCARE DX, INC.
                            (Full Title of the Plan)

                    Anthony C. Dike, Chief Executive Officer
            900 Wilshire Boulevard, Suite 500, Los Angeles, CA 90017
                                 (213)  627-8878
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                          CALCULATION OF REGISTRATION FEE

    Title of Securities to be Registered    Proposed Amount to be Registered
    ------------------------------------    --------------------------------
    Common Stock,  No par value               2,000,000

   Proposed Maximum Offering Price          Maximum Aggregate Offering Price
   -------------------------------          --------------------------------
        $0.10                                 $200,000.00

                           Amount of Registration Fee
                            -------------------------
                                   $23.54

(1)    This  registration statement shall cover any additional shares of common
stock  which  become  issuable  under the plans by reason of any stock dividend,
stock  split, recapitalization or any other similar transactions without receipt
of  consideration  which  results  in an increase in the number of shares of the
Registrant's  outstanding  common  stock.
(2)     Estimated  solely for the purpose of calculating the registration fee in
accordance  with Rule 457(h). Pursuant to Rule 457(h)(1), this estimate is based
upon  the  price  at  which  the  options  may  be  exercised.














                                     1
<PAGE>
                                TABLE OF CONTENTS
                                -----------------


PART  I
-------
PART  II
--------
     Item  3.  Incorporation  of  Documents  by  Reference.
     ------------------------------------------------------
     Item  4.  Description  of  Securities.
     --------------------------------------
     Item  5.  Interests  of  Named  Experts  and  Counsel.
     ------------------------------------------------------
     Item  6.  Indemnification  of  Directors  and  Officers.
     --------------------------------------------------------
     Item  7.  Exemption  from  Registration  Claimed.
     -------------------------------------------------
     Item  8.  Exhibits.
     -------------------
SIGNATURES
----------
EX-5.1
------
EX-23.1
-------
EX-24.1
-------
EX-99.1
-------


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I will be sent
or  given  to  employees as specified by Rule 428(b)(1).  Such documents are not
being filed with the Securities and Exchange Commission ("Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant  to  Rule  424.  Such  documents  and  the  documents  incorporated  by
reference  in  this Registration Statement pursuant to Item 3 of Part II of this
Form,  taken  together,  constitute  a prospectus that meets the requirements of
Section  10(a)  of  the  Securities  Act of 1933, as amended ("Securities Act").


                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  by  Reference.

     We  hereby  incorporate  by  reference into this Registration Statement the
following  documents  filed  by  us  with  the  Commission:
(a)  An  Annual  Report  on  Form  10-KSB  for the year ended December 31, 2003;
(b)  A Quarterly Report on Form 10-QSB for the quarter ended September 30, 2004;
(c)  A  Quarterly  Report on Form 10-QSB for the quarter ended  June  30,  2004;
(d)  A  Quarterly  Report on Form 10-QSB for the quarter ended March  31,  2004;
(e)  A  Current  Report  on  Form  8-K,  dated  January  2,  2005;
(f)  A  Current  Report  on  Form  8-K/A,  dated  December  17,  2004;
(g)  A  Current  Report  on  Form  8-K,  dated  December  17,  2004;
(h)  A  Current  Report  on  Form  8-K,  dated  November  3,  2004;
(i)  A  Current  Report  on  Form  8-K,  dated  March  6,  2004;
(j)  A  Current  Report  on  Form  8-K,  dated  February  17,  2004;
(k)  A  Current  Report  on  Form  8-K,  dated  January  16,  2004;
(l)  All  other  reports filed by us pursuant to Sections 13(a) and 15(d) of the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act").
     All  documents  filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of  the  Exchange Act after the date of this Registration Statement and 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
                                     2
<PAGE>
unsold,  shall  be  deemed  to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained  in a document incorporated or deemed to be incorporated by
reference  herein  and  to  be  a  part hereof shall be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or  in any other subsequently filed document which
also  is  or  is  deemed  to  be  incorporated  by  reference herein modifies or
supersedes  such  statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration  Statement.

Item  4.  Description  of  Securities.

Common  Stock
-------------
     We are authorized to issue up to 100,000,000 shares of common stock, no par
value,  of  which  14,293,403 shares were issued and outstanding as of September
30,  2004.  All  outstanding  shares  of  our  common  stock  are fully paid and
nonassessable and the shares of our common stock offered by this prospectus will
be,  upon  issuance, fully paid and nonassessable.  We are registering 2,000,000
shares  of  Common  Stock,  pursuant  to  this  S-8  Registration  Statement.
Preferred  Stock
----------------
     We  are authorized 20,000,000 shares of preferred stock, with no par value.
No  shares  of preferred stock have been issued.  The Board of Directors has the
authority  to  issue  preferred stock from time to time in series and to fix the
designations,  powers  (including  voting  powers,  if  any),  preferences,  and
relative  participating,  options, conversion, and other special rights, and the
qualifications,  limitations,  and  restrictions  of  each  series.
The flexibility vested in the Board of Directors to issue preferred stock in one
or  more  series  can  enhance  the Board of Directors' bargaining capability on
behalf  of our shareholders in the event of a possible takeover and could, under
some  circumstances,  be  used  to render more difficult or discourage a merger,
tender offer, or proxy contest, the assumption of control by a holder of a large
block  of our securities, or the removal of incumbent management, even if such a
transaction  were  favored  by  the  holders  of  the  requisite  number  of the
then-outstanding  shares, in that the rights, privileges, and preferences of one
or  more  series  of  preferred  stock, which preferred stock could be privately
placed,  could involve provisions as to voting, redemption, conversion, or other
rights  that  could  deter  such  action.  Accordingly,  shareholders  might  be
deprived  of  an  opportunity to consider a takeover proposal that a third party
might  otherwise  consider  making,  because  we have a class of preferred stock
authorized;  the  issuance of preferred stock may discourage bids for the common
stock  at  a  premium  over  the market price, could adversely affect the voting
rights  of  holders of common stock, and could adversely affect the market price
of  the  common  stock.  We  currently do not have any plans or commitments that
would  involve  the  issuance  of  shares  of  our  preferred  stock.
Voting
------
     Holders  of  our  common stock are entitled to cast one vote for each share
held  at  all  shareholder  meetings for all purposes, including the election of
directors.
The  holders of more than 50% of the voting power of our common stock issued and
outstanding  and  entitled  to  vote and present in person or by proxy, together
with any preferred stock issued and outstanding and entitled to vote and present
in person or by proxy, constitute a quorum at all meetings of our  shareholders.
The  vote  of the holders of a majority of our common stock present and entitled
to  vote at a meeting, together with any preferred stock present and entitled to
vote  at  a meeting, will decide any question brought before the meeting, except
when  California  law,  our  Articles  of Incorporation, or our bylaws require a
greater  vote  and  except  when California law requires a vote of any preferred
stock  issued  and  outstanding, voting as a separate class, to approve a matter
brought  before the meeting.  Holders of our common stock do not have cumulative
voting  for  the  election  of  directors.
Dividends
---------
     Holders  of  our  common  stock  are entitled to dividends when, as, and if
declared by the Board of Directors out of funds available for distribution.  The
payment  of  any  dividends  may  be  limited  or  prohibited  by loan agreement
                                     3
<PAGE>
provisions  or  priority  dividends for preferred stock that may be outstanding.
Preemptive  Rights
------------------
     The  holders of our common stock have no preemptive rights to subscribe for
any  additional  shares  of  any class  of our capital stock or for any issue of
bonds,  notes  or  other  securities  convertible into any class  of our capital
stock.


Liquidation
-----------
     If  we  liquidate or dissolve, the holders of each outstanding share of our
common  stock  will be entitled to share equally in our assets legally available
for distribution to our shareholders after payment of all liabilities and  after
distributions  to  holders  of  preferred  stock  legally  entitled  to  be paid
distributions  prior  to  the  payment of distributions to holders of our common
stock.
Item  5.  Interests  of  Named  Experts  and  Counsel.

     Not  applicable.

Item  6.  Indemnification  of  Directors  and  Officers.

California  General  Corporation  Law  ("California  Law"),  Chapter  3
-----------------------------------------------------------------------

     Under  California  Law,  a  director's  liability  to  a  company  or  its
shareholders may not be limited with respect to the following items: (i) acts or
omissions  that  involve  intentional  misconduct  or  a  knowing  and  culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to  the  best  interests  of the company or its shareholders or that involve the
absence  of  good  faith on the part of the director, (iii) any transaction from
which  a  director  derived an improper personal benefit, (iv) acts or omissions
that  show  a  reckless  disregard for the director's duty to the company or its
shareholders  in  circumstances  in which the director was aware, or should have
been  aware, in the ordinary course of performing a director's duties, of a risk
of  a  serious  injury to the company or its shareholders, (v) acts or omissions
that  constitute  an  unexcused  pattern  of  inattention  that  amounts  to  an
abdication  of  the  director's  duty  to  the company or its shareholders, (vi)
contracts or transactions between the company and a director within the scope of
Section  310  of  the  California  Law,  (vii) improper distributions, loans and
guarantees  under  Section  316  of the California Law, (viii) acts or omissions
occurring  prior to the date such provision eliminating or limiting the personal
liability  of  a  director  became  effective  or  (ix)  acts or omissions as an
officer,  notwithstanding that the officer is also a director or that his or her
actions,  if  negligent  or  improper,  have been ratified by the directors. The
limitation  of  liability  does  not  affect the availability of injunctions and
other  equitable  remedies  available  to  the  Company's  shareholders  for any
violation  by  a director of the director's fiduciary duty to the Company or its
shareholders.

Articles  of  Incorporation
---------------------------

     Our Articles of Incorporation, as amended, provide that we shall indemnify,
to  the full extent permitted by California law, any of our directors, officers,
employees  or  agents  who  are  made,  or  threatened  to be made, a party to a
proceeding  by reason of the fact that he or she is or was one of our directors,
officers,  employees  or agents against judgments, penalties, fines, settlements
and reasonable expenses incurred by the person in connection with the proceeding
if  specified  standards are met.  We have also purchased directors and officers
liability  insurance,  which  provides  coverage  against  certain  liabilities
including  liabilities  under  the Securities Act.  Although indemnification for
liabilities  arising under the Securities Act may be permitted to our directors,
officers  and  controlling  persons under these provisions, we have been advised
that,  in the opinion of the Securities Exchange Commission, indemnification for
liabilities  arising  under  the  Securities  Act  is  against  public policy as
expressed  in  the  Securities  Act  and  is,  therefore,  unenforceable.
     Specific  provisions  relating  to the indemnification of our directors and
                                     4
<PAGE>
officers  are  provided  for  in  our  Bylaws  specified  below.

Bylaws
------

     Section  5.5(a)  of  the our bylaws provides that each person who was or is
made  a  party  to  or  is  threatened to be made a party to or is involuntarily
involved  in  any  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative  or  investigative (hereinafter a "Proceeding"), by reason of the
fact  that he or she, or a person of whom he or she is the legal representative,
is  or was a director or officer of the corporation or is or was serving (during
such  person's tenure as director or officer) at the request of the corporation,
any  other corporation, partnership, joint venture, trust or other enterprise in
any  capacity,  whether  the  basis  of  a Proceeding is an alleged action in an
official  capacity  as  a  director  or  officer  or in any other capacity while
serving  as a director or officer, shall be indemnified and held harmless by the
corporation  to  the fullest extent authorized by California General Corporation
Law, against all expenses, liability and loss reasonably incurred or suffered by
person in connection therewith.  The right to indemnification conferred shall be
a  contract  right and shall include the right to be paid by the corporation the
expenses incurred in defending a Proceeding in advance of its final disposition;
provided,  however,  that,  if  California General Corporation Law requires, the
payment  of  such  expenses  in advance of the final disposition of a Proceeding
shall  be  made  only upon receipt by the corporation of an undertaking by or on
behalf  of such director or officer to repay all amounts so advanced if it shall
ultimately  be  determined  that  such director or officer is not entitled to be
indemnified.

     Section  5.5(b) of our bylaws provides that if a claim for indemnity is not
paid in full by us within 90 days after a written claim has been received by us,
the  claimant  may  at  any time thereafter bring suit against us to recover the
unpaid  amount  of the claim and, to the extent that the claimant is successful,
he  shall  also  be  entitled  to  be paid the expense of prosecuting such claim
including  reasonable  attorneys'  fees  incurred  in  connection  therewith.

     Additionally,  our  Bylaws  provide that the right of indemnification shall
not  be  exclusive  of any other rights which any director, officer, employee or
agent may have or hereafter acquire under any statute, provision of the Articles
of  Incorporation,  bylaw,  agreement,  vote  of  shareholders  or disinterested
directors  or  otherwise, to the extent the additional rights to indemnification
are  authorized  in  the  Articles  of  Incorporation  of  the  corporation.

Item  7.  Exemption  from  Registration  Claimed.

        Not  applicable.

Item  8.  Exhibits  .

4.1/(1)/          Articles of Incorporation of the registrant as amended to date
4.2/(1)/          Bylaws
5.1*          Opinion of Bryan Cave LLP regarding the validity of the securities
being  registered
23.1*          Consent  of  Madsen  and  Associates  CPA's,  Inc.
23.2*          Consent  of  Bryan  Cave  LLP  (included  in  Exhibit  5.1)
24.1*          Power  of  Attorney
99.1*          Stock  Option  Plan  of  InterCare  DX,  Inc.

*          Filed  herewith
          /(1)/  Incorporated  herein  by  reference  to  Exhibits  3.1 and 3.2,
respectively,  from  our  Registration  Statement  on Form SB-2 (Commission File
Number:  333-57780),  filed  March  28,  2001.

Item  9.  Undertakings.

     (a)  We  hereby  undertake:
(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:
i.     To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  the  registration statement or any
                                     5
<PAGE>
material  change  to  such  information  in  the  registration  statement.

     (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
(3)  To  remove  from registration by means of a post-effective amendment any of
the  securities  being  registered which remain unsold at the termination of the
offering.
(b)  We  hereby  undertake that, for purposes of determining any liability under
the  Securities  Act, each filing of our annual report pursuant to Section 13(a)
or  15(d)  of  the  Securities Exchange Act of 1934 (and, where applicable, each
filing  of an employee benefit plan's annual report pursuant to Section 15(d) of
the  Securities  Exchange  Act of 1934) that is incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act
may  be permitted to directors, officers and controlling persons pursuant to the
foregoing  provisions, or otherwise, we have been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment by us of
expenses  incurred  or  paid by a director, officer or controlling person in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  we  will,  unless in the opinion of its counsel the matter has been
settled  by controlling precedent, submit to a court of appropriate jurisdiction
the  question  whether  such  indemnification  by it is against public policy as
expressed  in  the  Act  and  will be governed by the final adjudication of such
issue.

SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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  Los  Angeles,  State  of California, on the date
indicated.

Date:       February  7  2005                    INTERCARE  DX,  INC.
                    By:  /s/  Anthony  C.  Dike
                         ----------------------
                          Anthony  C.  Dike,  MD
                          Chairman  &  CEO

     Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has been signed by the following persons in the capacities and on the
date  indicated.

By:     /s/  Anthony  C.  Dike,  MD
        ---------------------------
Name:     Anthony  C.  Dike,  MD
Title:     Director

By:     /s/  Donald  Stanford
        ---------------------
Name:     Donald  Stanford
Title:     Director

By:     /s/  Karunyan  Arulanantham
        ---------------------------
Name:     Karunyan  Arulanantham
Title:     Director



                                     6
<PAGE>


By:     /s/  Jude  Uwaezuoke
        --------------------
Name:     Jude  Uwaezuoke
Title:     Director

By:     /s/  Wesley  Bradford
        ---------------------
Name:     Wesley  Bradford
Title:     Director

EXHIBIT  INDEX

Exhibit          Description
5.1          Opinion  of Bryan Cave LLP regarding the validity of the securities
being  registered
23.1          Consent  of  Madsen  and  Associates  CPA's,  Inc.
23.2          Consent  of  Bryan  Cave  LLP
24.1          Power  of  Attorney
99.1          Stock  Option  Plan  of  InterCare  DX,  Inc.


                                   EXHIBIT 5.1

                            OPINION OF BRYAN CAVE LLP

February  7  2005

InterCare  DX,  Inc.
900  Wilshire  Boulevard,  Suite  500
Los  Angeles,  California  90017

Re:  InterCare DX, Inc. -- Registration Statement on Form S-8 for issuance of up
to  2,000,000  shares  of  common  stock

Gentlemen:

     We  have  acted  as  special  counsel  to  InterCare DX, Inc., a California
corporation (the "Company"), in connection with the registration for issuance of
up  to  2,000,000  shares  of  the  Company's  common  stock with par value (the
"Shares"), as described in the Company's Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission")  under the Securities Act, as amended (the "Securities Act").  The
Shares  may hereafter be issued pursuant to the Stock Option Plan of the Company
(the  "Plan").
In  rendering  the opinions expressed herein, we have examined (i) the Company's
Articles  of Incorporation and the amendment thereto, (ii) the Company's Bylaws,
(iii)  the applicable minutes of meetings or consents in lieu of meetings of the
Company's  board  of  directors  (the  "Board"),  and  (iv) such other corporate
records and documents, certificates of corporate and public officials and status
as  we  have  deemed  necessary  for  the  purposes  of  this  opinion.  In such
examination, we have assumed the genuineness of all signatures, the authenticity
of  all  corporate  records,  documents,  and  instruments  submitted  to  us as
originals, the conformity to original documents of all documents submitted to us
as  conformed, certified, or photostatic copies thereof, the authenticity of the
originals  of  such  photostatic, certified, or conformed copies, and compliance
both in the past and in the future with the terms of the Plan by the Company and
its  employees,  officers, the Board, and any committees appointed to administer
the  Plan.
Based  upon such examination and in reliance thereon, we are of the opinion that
upon  the  issuance of Shares in accordance with the terms and conditions of the
Plan,  including  receipt  prior  to  issuance  by  the  Company  of  the  full
consideration for the Shares, the Shares will be validly issued, fully paid, and
nonassessable  shares of Common Stock. This opinion is not rendered with respect
to  any  laws other than the laws of the State of California and the Federal law
of  the  United  States.
We  consent  to the filing of this opinion with the Commission as Exhibit 5.1 to
the Registration Statement. In giving this consent, we do not thereby admit that
                                     7
<PAGE>
we  are within the category of persons whose consent is required under Section 7
of  the  Securities Act, the rules and regulations of the Commission promulgated
thereunder,  or  Item  509  of  Regulation  S-K.
This  opinion  letter  is  rendered  as  of  the date first written above and we
disclaim  any  obligation  to  advise  you  of  facts, circumstances, events, or
developments  that hereafter may be brought to our attention and that may alter,
affect, or modify the opinion expressed herein. Our opinion is expressly limited
to  the matters set forth above and we render no opinion, whether by implication
or  otherwise, as to any other matters relating to the Company or the Shares. We
bring  to  your  attention  that  our  legal  opinions  are  an  expression  of
professional  judgment  and  are  not  a  guarantee  of  a  result.

Very  truly  yours,

/S/  Bryan  Cave  LLP

BRYAN  CAVE  LLP

                                  Exhibit 23.1

INDEPENDENT  AUDITORS'  CONSENT
CONSENT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM
We  consent  to the incorporation by reference in this Registration Statement of
InterCare  DX,  Inc. on Form S-8 of our report dated January 10, 2005, appearing
in  the  Annual  Report  on Form 10-KSB of InterCare DX, Inc. for the year ended
December  31,  2003.

Madsen  &  Associates  CPA's,  Inc.
Salt  Lake  City,  Utah   84107
February  7,  2005


                                  Exhibit 24.1

                                Power of Attorney

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  hereby  constitutes  and  appoints  Anthony  C.  Dike his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  and  on  his  behalf  and in his name, place and stead, in any and all
capacities,  to  sign  any  and  all  documents  relating  to  this Registration
Statement,  including  any  and  all  amendments  (including  post-effective
amendments)  to  this  Registration  Statement,  and  to file the same, with all
exhibits  and  supplements thereto, and other documents in connection therewith,
with  the  Securities  and  Exchange  Commission,  and  hereby  grants  to  such
attorney-in-fact  and  agent 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
in  order  to  effectuate  the  same, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause  to  be  done  by  virtue  hereof.  Pursuant  to  the  requirements of the
Securities  Act,  this  Registration  Statement has been signed by the following
persons  in  the  capacities  and  on  the  date  indicated.

Dated:  February  7  2005

By:     /s/  Donald  Stanford
        ---------------------
Name:     Donald  Stanford
Title:     Director

By:     /s/  Karunyan  Arulanantham
        ---------------------------
Name:     Karunyan  Arulanantham
Title:     Director




                                     8
<PAGE>


By:     /s/  Jude  Uwaezuoke
        --------------------
Name:     Jude  Uwaezuoke
Title:     Director

By:     /s/  Wesley  Bradford
        ---------------------
Name:     Wesley  Bradford
Title:     Director

                                  Exhibit 99.1

                                Stock Option Plan
                                       of
                               InterCare DX, Inc.

                                 (the "Company")


SECTION  1  -  DESCRIPTION  OF  PLAN.
The  Stock  Option  Plan  (the "Plan"), of InterCare DX, Inc. (the "Company"), a
corporation  organized  under  the  laws  of the State of California. Under this
Plan, key employees of the Company or any present and future subsidiaries of the
Company  to  be  selected  as  below  set  forth,  may  be  granted options (the
"Options")  to  purchase shares of the Common Stock, based on the average of the
preceding  12  months  fair-market  value  of the Company's Common Stock("Common
Stock").  For  purposes of this Plan, the term "subsidiary" mean any corporation
50%  or  more  of  the  voting  stock  of  which is owned by the Company or by a
subsidiary  (as  so  defined)  of  the  Company.
It  is  intended  that  the  Options  under  this  Plan  will either qualify for
treatment  as  incentive stock options under Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code")  and  be designated "Incentive Stock
Options"  or  not  qualify  for  such treatment and be designated "Non-qualified
Stock  Options".
SECTION  2  -  PURPOSE  OF  PLAN.
The  purpose  of  the  Plan and of granting options to specified employees is to
further  the  growth,  development  and financial success of the Company and its
subsidiaries by providing additional incentives to certain key employees holding
responsible positions by assisting them to acquire shares of Common Stock and to
benefit  directly  from the Company's growth, development and financial success.
SECTION  3  -  ELIGIBILITY.
The  persons  who shall be eligible to receive grants of Options under this Plan
shall  be  the directors, officers, key employees and consultants of the Company
or  any  of its subsidiaries. A person who holds an Option is herein referred to
as  an  "Optionee".  More  than  one  Option  may be granted to anyone Optionee,
however  no  Optionee  may be granted options to purchase an aggregate number of
shares  of  Common  Stock amounting to thirty percent (30%) or more of the total
number  of  shares that may be issued pursuant to this Plan upon the exercise of
Options  granted  hereunder.
For  Incentive Stock Options, the aggregate fair market value (determined at the
time  the Option is granted) of the Common Stock with respect to which incentive
stock  options  are  exercisable  for  the first time by any Optionee during any
calendar  year  (under  all  Incentive  Stock Option plans of the Company or any
subsidiary  which  are qualified under Section 422 of the Code) shall not exceed
$5,000,000.00
SECTION  4  -  ADMINISTRATION.
The  Plan  shall  be  administered by a committee (the "Option Committee") to be
composed  of  at  least  two "disinterested" (as such term is used in Rule 16b-3
promulgated  under  the Securities Exchange Act of 1934) members of the Board of
Directors of the Company (the "Board"). Members of the Option Committee shall be
appointed,  both initially and as vacancies occur, by the Board, to serve at the
pleasure of the Board. The entire Board may serve as the Option Committee, if by
the  terms of this Plan all Board members are otherwise eligible to serve on the
Option  Committee.  No  person  may serve as a member of the Option Committee if
such  person  (a)  is  eligible to receive an Option under the Plan or under any
other  plan of the Company entitling the participants to acquire Common Stock or
stock options of the Company or any of its affiliates (other than plans excepted
                                     9
<PAGE>
by  Rule  l6b-3(c)  (2), or (b) was so eligible at any time within the preceding
one-year  period. The Option Committee shall meet at such times and places as it
determines  and  may meet through a telephone conference call. A majority of its
members shall constitute quorum, and the decision of a majority of those present
at any meeting at which a quorum is present shall constitute the decision of the
Option Committee. A memorandum signed by all of its members shall constitute the
decision  of  the Option Committee without necessity, in such event, for holding
an  actual  meeting.  The  Option  Committee  is  authorized  and  empowered  to
administer  the  Plan  and,  subject to the Plan, including the provisions of 20
Section  17,  (i)  to  select  the Optionees, to specify the number of shares of
Common  Stock  with  respect  to  which Options are granted to each Optionee, to
specify  the  Option Price and the terms of the Options, and in general to grant
Options; (ii) to determine the dates upon which Options shall be granted and the
terms  and conditions thereof in a manner consistent with this Plan, which terms
and conditions need not be identical as to the various Options granted; (iii) to
interpret  the  Plan; (iv) to prescribe, amend and rescind rules relating to the
Plan  (v)  to  accelerate  the  time  during  which  an Option may be exercised,
notwithstanding  the  provisions  of the Option Agreement (as defined in Section
12)  stating  the  time during which it may be exercised; (vi) to accelerate the
date  by  which  any  unexercised  but  vested  portion of an Option terminates,
thereby  requiring  the  Optionee  to exercise the vested unexercised portion of
such  Option or forfeit it, but in no event shall such date be less than two (2)
weeks  later  than  the  date the Optionee is informed of such acceleration; and
(vii)  to  determine  the rights and obligations of participants under the Plan.
The  interpretation and construction by the Option Committee of any provision of
the  Plan  or  of  any  Option granted under it shall be final. No member of the
Option  Committee  shall  be liable for any action or determination made in good
faith  with  respect  to  the  Plan  of  any  Option  granted  under  it.
SECTION  5  -  SHARES  SUBJECT  TO  THE  PLAN.
The  aggregate  number of shares of Common Stock which may be purchased pursuant
to  the  exercise  of  Options (whether Incentive Stock Options or Non-qualified
Stock  Options)  granted  under the Plan shall not exceed 2,000,000 shares. Upon
the  expiration  or  termination  for  any reason of an outstanding Option which
shall  not  have been exercised in full or upon the repurchase by the Company of
shares  of  Common  Stock issued pursuant to rights of repurchase, any shares of
Common Stock then remaining unissued which shall have been reserved for issuance
upon  such  exercise  or  which  shall  have been repurchased shall again become
available  for  the  granting  of  additional  Options  under  the  Plan.
SECTION  6  -  OPTION  PRICE.
Expect  as  provided  in  Section  11, the purchase price per share (the "Option
Price")  of  the shares of Common Stock underlying each Option shall be not less
than the fair market value of such shares on the date of granting of the Option.
Such  fair market value shall be determined by the Option Committee on the basis
of  reported  closing  sales  price  on such date or, in the absence of reported
sales  price  on  such date, on the basis of the average of reported closing bid
and  asked prices on such date. In the absence of either reported sales price or
reported  bid and asked prices, the Option Committee shall determine such market
value  on  the  basis  of  the  best  available  evidence.
SECTION  7  -  EXERCISE  OF  OPTIONS.
Subject  to  all other provisions of this Plan, each Option shall be exercisable
for  the  full  number  of  shares  of Common Stock subject thereto, or any part
thereof,  in such installments and at such intervals as the Option Committee may
determine  in  granting  such Option, provided that (i) each Option shall become
fully  exercisable  no  later  than  five  (5) years from the date the Option is
granted,  (ii) the number of shares of Common Stock subject to each Option shall
become  exercisable  at  the  rate  of at least 20% per year each year until the
Option  is  fully exercisable, and (iii) no option may be exercisable subsequent
to  its  termination  date. Each Option shall terminate and expire, and shall no
longer be subject to exercise, as the Option Committee may determine in granting
such  Option,  but  in  no  event  later  than ten years after the date of grant
thereof.  The Option shall be exercised by the Optionee by giving written notice
to  the  Company specifying the number of shares to be purchased and accompanied
by  payment  of  the  full  purchase price therefor in cash, by check or in such
other  form  of lawful consideration as the Board may approve from time to time,
including,  without  limitation  and  in  the  sole discretion of the Board, the
assignment  and transfer by the Optionee to the Company of outstanding shares of
the  Company's  Common  Stock  theretofore  held  by  Optionee.
SECTION  8  -  ISSUANCE  OF  COMMON  STOCK.
The Company's obligation to issue shares of its Common Stock upon exercise of an
                                     10
<PAGE>
Option  granted  under  the Plan is expressly conditioned upon the completion by
the  Company of any registration or other qualification of such shares under any
state  and/or  federal  law  or  ruling  2l or regulations or the making of such
investment  or other representations and undertakings by the Optionee (or his or
her  legal  representative,  heir  or  legatee,  as the case may be) in order to
comply  with  the  requirements  of  any exemption from any such registration or
other  qualification  of  such  shares  which the Company in its sole discretion
shall  deem  necessary  or  advisable.  Such  required  representations  and
undertakings  may  include representations and agreements that such Optionee (or
his  or  her  legal  representative,  heir  or legatee) : (a) is purchasing such
shares for investment and not with any present intention of selling or otherwise
disposing  thereof;  and  (b)  agrees  to have a legend placed upon the face and
reverse  of  any  certificates  evidencing  such  shares (or, if applicable, and
appropriate  data  entry  made  in the ownership records of the Company) setting
forth  (i)  any  representations  and  undertaking  which  such  Optionee  and
undertaking which such Optionee has given to the Company or a reference thereof,
and  (ii)  that,  prior  to  effecting any sale or other disposition of any such
shares,  the  Optionee  must  furnish  to  the  Company  an  opinion of counsel,
satisfactory  to  the  Company  and its counsel, to the effect that such sale or
disposition  will  not  violate the applicable requirements of state and federal
laws  and  regulatory  agencies.  The  Company will make a reasonable good faith
effort  to comply with such state and/or federal laws, rulings or regulations as
may  be applicable at the time the Optionee (or his or her legal representative,
heir or legatee, as the case may be) wishes to exercise an Option, provided that
the  Optionee (or his or her legal representative, heir or legatee) also makes a
reasonable  good faith effort to comply with said laws, rulings and regulations;
however,  there  can be no assurance that either the Company or the Optionee (or
his  or  her  legal  representative,  heir  or  legatee), each in the respective
exercise  of  their reasonable good faith business judgment, will in fact comply
with  said  laws,  ruling  and  regulations.
SECTION  9  -  NONTRANSFERABILITY.
No  Option  shall  be  assignable  or transferable, except that an Option may be
transferable  by  will or by the laws of descent and distribution or pursuant to
qualified  domestic  relations  order  as  defined by the Code or Title I of the
Employee  Retirement Income Security Act, or the rules thereunder, provided such
Option  explicitly  so  provides. During the lifetime of an Optionee, any Option
granted  to  him or her shall be exercisable only by him or her. After the death
of an Optionee, the Option granted to him (if so transferable) may be exercised,
prior  to  its termination, only by his or her legal representative, his legatee
or a person who acquired the right to exercise the Option by reason of the death
of  the  Optionee.
SECTION  10  -  RECAPITALIZATION,  REORGANIZATION,  MERGER  OR  CONSOLIDATION.
If  the  outstanding  shares  of  Common  Stock  of  the  Company are increased,
decreased, or exchanged for different securities through reorganization, merger,
consolidation,  recapitalization,  reclassification, stock split, stock dividend
or  like capital adjustment, a proportionate adjustment shall be made (a) in the
aggregate  number  of  shares of Common Stock which may be purchased pursuant to
the  exercised  of Options granted under the Plan, as provided in Section 5, and
(b)  in  the number, price, and kind of shares subject to any outstanding Option
granted  under  the  Plan.
Upon  the  dissolution or liquidation of the Company or upon any reorganization,
merger,  or  consolidation in which the Company does not survive or in which the
equity  ownership  of the Company prior to such transaction represents less than
50%  of  the  equity ownership of the Company subsequent to the transaction, the
Plan and each outstanding Option shall terminate; provided that the Company will
give written notice thereof each Optionee at least thirty (30) days prior to the
date  of such dissolution, liquidation, reorganization, merger or consolidation,
and  in  such  event  (a)  the  Company may, but shall not be obligated to, with
respect  to  each  Optionee  who  is  not  tendered  an  option by the surviving
corporation  in  accordance  with  all of the terms of provision (b) immediately
below,  grant  the  right,  until  ten  days  before  the effective date of such
dissolution,  liquidation, reorganization, merger or consolidation, to exercise,
in  whole  or  in  part,  any  unexpired Option or Options issued to him or her,
without  regard  to  the  surviving  entity.
SECTION  12  -  OPTION  AGREEMENT  .
Each  Option  granted  under  the  Plan shall be evidenced by a written stock 22
option agreement executed by the Company and accepted by the Optionee, which (a)
shall contain each of the provisions and agreements herein specifically required
to  be contained therein, (b) shall contain terms and conditions permitting such
                                     11
<PAGE>
Option  to  qualify for treatment as an incentive stock option under Section 422
of  the  Code  if  the  Option  is designated an Incentive Stock Option, (c) may
contain the agreement of the Optionee to resell any Common Stock issued pursuant
to  the  exercise  of  Options  granted  under  the  Plan to the Company (or its
assignee)  for  the  Option  Price  of  such  Options  to the extent any vesting
restrictions  apply  to  such Common Stock, or for the then fair market value of
such  Common  Stock  if  no  such  restrictions  then apply, (d) may contain the
agreement  of  the Optionee granting a right of first refusal to the Company (or
its  assignee)  on transfers of Common Stock no subject to vesting restrictions,
and  (e)  may  contain  such  other terms and conditions as the Option Committee
deems  desirable  and  which  are not inconsistent with the Plan. With regard to
agreements  of  the  Optionee  contemplated by items (c) and (d) of the previous
sentence,  the  Company's  rights  pursuant  to  a  right  of first refusal and,
notwithstanding  any  other  termination  provisions,  the  Company's  right  to
repurchase  vested  shares shall terminate upon the closing of the first sale of
the  Common  Stock  of  the  Company  to  the  public pursuant to a registration
statement  filed  with,  and  declared  effective by the Securities and Exchange
Commission  under  the  Securities  Act,  with  gross proceeds to the Company as
seller  of not less than $7.5 million before deducting underwriting commissions,
or  upon  the  liquidation  or  dissolution  of  the  Company.
SECTION  13  -  RIGHTS  AS  A  SHAREHOLDER.
An  Optionee  or a transferee of an Option shall have no rights as a shareholder
with respect to any shares covered by this Option until exercise thereof, except
that  each  Optionee  shall  have  the  right to receive a copy of the Company's
audited financial statements (if available) no later than 120 days following the
end  of  each  fiscal  year  of  the  Company.  No  adjustment shall be made for
dividends  (Ordinary  or  extraordinary,  whether  in  cash, securities or other
property)  or distributions or other rights of which the record date is prior to
the  exercise  date,  except  as  expressly  provided  in  Section  10.
SECTION  14  -  TERMINATION  OF  OPTIONS.
Each  Option  granted under the Plan shall set forth a termination date thereof,
which  date  shall  be  not  later  than  ten years from the date such Option is
granted.  In  any  event all Options shall terminate an expire upon the first to
occur  of  the  following  events:
(a) the expiration of three months from the date of an Optionee's termination of
employment  (other  than by reason of death), except that if an Optionee is then
disabled  (within  the meaning of Section 22(e) (3) of the Code), the expiration
of  one  year  from  the  date  of such Optionee's termination of employment; or
(b)  the expiration of one year from the date of the death of an Optionee if his
or  her death occurs while he or she is, or not later than three months after he
or she has ceased to be, employed by the Company or any of its subsidiaries in a
capacity  in  which  he or she would be eligible receive grants of Options under
the  Plan;  or
(c)  the  termination  of  the  Option  pursuant  to  Section  10  of  the Plan.
The  termination  of  employment  of an Optionee by death or otherwise shall not
accelerate  or  otherwise  affect the number of shares to which an Option may be
exercised  and  such Option may only be exercised with respect to that number of
shares  which  could  have  been  purchased under the Option had the Option been
exercised  by  the  Optionee  on  the  date  of  such  termination.
SECTION  15  -  WITHHOLDING  OF  TAXES.
The  Company  may  deduct  and  withhold from the wages, salary, bonus and other
compensation  paid  by  the  Company  to the Optionee the requisite tax upon the
amount  of taxable income, if any, recognized by the Optionee in connection with
the  exercise  in  whole  or  in  part of any Option or the sale of Common Stock
issued  to the Optionee upon exercise of the Option, all as may be required from
time  to  time under any federal or state laws and regulations. This withholding
of  tax  shall  be  required  from  time to time 23 under any shall. be bonus or
Optionee  federal.  or  state  tax laws and regulations. This withholding of tax
made  from  the  Company's  concurrent  or  next payment of wages, salary, other
income  to  the  Optionee  or  by  payment  to  the  Company  by the of required
withholding  tax,  as  the  Option  Committee  may  determine.
SECTION  16  -  EFFECTIVENESS  AND  TERMINATION  OF  PLAN.
The  Plan  shall  be  effective on the date on which it is adopted by the Board;
provided,  however,  (a)  the  Plan shall be approved by the shareholders of the
Company  within  12  months of such date of adoption by the Board, (b) no Option
shall be exercised pursuant to the Plan until. the Plan has been approved by the
shareholders  of  the  Company, and (c) no Option may be granted hereunder on or
after that date which is ten years form the effective date of the Plan. The Plan
shall  terminate  when  all  Options  granted  hereunder  either have been fully
                                     12
<PAGE>
exercised, and all shares of Common Stock which may be purchased pursuant to the
exercise  of  such  Options  have  been so purchased, or have expired; provided,
however,  that  the  Board may in its absolute discretion terminated the Plan at
any  time. No such termination, other than as provided for in Section 10 hereof,
shall  in  any  way  affect  any  Option  then  outstanding.
SECTION  17  -  AMENDMENT  OF  PLAN.
The  Board  may  (a)  make  such  changes in the terms and conditions of granted
Options  as  it  deems advisable, provided each Optionee affected by such change
consents  thereto,  and  (b)  make  such  amendments  to  the  Plan  as it deems
advisable.  Such  amendments  and  changes shall include, but not be limited to,
acceleration  of  the  time  at  which  an Option may be exercised, but may not,
without  the  written  consent  or approval of the holders of a majority of that
voting  stock  of  the Company which is represented and is entitled to vote at a
duly held shareholders meeting (a) increase the maximum number of shares subject
to  Options,  except  pursuant to Section 10 of the Plan (b) decrease the Option
Price  requirement contained in Section 6 (except as contemplated by Section 11)
of  the  Plan  (c)  change the designation of the class of employees eligible to
receive  Options  (d)  modify  the  limits  set  forth  in Section 3 of the Plan
regarding  the  value  of  Common  Stock  for  which any Optionee may be granted
Options,  unless  the  provisions  of  Section  422(d)  of the Code are likewise
modified  or  (e)  in  any  manner materially increased the benefits accruing to
participants  under  the  Plan.



                                     13
<PAGE>


6
C040462/0116411/291159.1

1
C040462/0116411/291159.1

C040462/0116411/291159.1
[{"type": "S-8", "sequence": "1", "filename": "s8int2005.txt", "description": "INTERCARE S8 REGISTRATION STATEMENT", "secsgml_size_bytes": 50687}]
{"company-data": {"conformed-name": "INTERCARE DX INC", "cik": "0001103310", "assigned-sic": "7372", "irs-number": "954304537", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122731", "film-number": "05596182"}, "business-address": {"street1": "900 WILSHIRE BLVD #500", "city": "LOS ANGELES", "state": "CA", "zip": "90017", "phone": "213-627-8878"}, "mail-address": {"street1": "900 WILSHIRE BLVD #500", "city": "LOS ANGELES", "state": "CA", "zip": "90017"}, "former-company": [{"former-conformed-name": "INTERCARE COM DX INC", "date-changed": "20010514"}, {"former-conformed-name": "INTERCARE COM INC", "date-changed": "20000114"}]}
As  filed  with  the Securities and Exchange Commission on February 11, 2005
                         Registration  No.  -333-_______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               InterCare DX, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                           Incorporated in California
         (State or other jurisdiction of incorporation or organization)

                                   95-4304537
                      (I.R.S. Employer Identification No.)

            900 Wilshire Boulevard, Suite 500, Los Angeles, CA 90017
          (Address of Principal Executive Offices, including ZIP Code)

                   THE STOCK OPTION PLAN OF INTERCARE DX, INC.
                            (Full Title of the Plan)

                    Anthony C. Dike, Chief Executive Officer
            900 Wilshire Boulevard, Suite 500, Los Angeles, CA 90017
                                 (213)  627-8878
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                          CALCULATION OF REGISTRATION FEE

    Title of Securities to be Registered    Proposed Amount to be Registered
    ------------------------------------    --------------------------------
    Common Stock,  No par value               2,000,000

   Proposed Maximum Offering Price          Maximum Aggregate Offering Price
   -------------------------------          --------------------------------
        $0.10                                 $200,000.00

                           Amount of Registration Fee
                            -------------------------
                                   $23.54

(1)    This  registration statement shall cover any additional shares of common
stock  which  become  issuable  under the plans by reason of any stock dividend,
stock  split, recapitalization or any other similar transactions without receipt
of  consideration  which  results  in an increase in the number of shares of the
Registrant's  outstanding  common  stock.
(2)     Estimated  solely for the purpose of calculating the registration fee in
accordance  with Rule 457(h). Pursuant to Rule 457(h)(1), this estimate is based
upon  the  price  at  which  the  options  may  be  exercised.

                                     1
TABLE OF CONTENTS
                                -----------------

PART  I
-------
PART  II
--------
     Item  3.  Incorporation  of  Documents  by  Reference.
     ------------------------------------------------------
     Item  4.  Description  of  Securities.
     --------------------------------------
     Item  5.  Interests  of  Named  Experts  and  Counsel.
     ------------------------------------------------------
     Item  6.  Indemnification  of  Directors  and  Officers.
     --------------------------------------------------------
     Item  7.  Exemption  from  Registration  Claimed.
     -------------------------------------------------
     Item  8.  Exhibits.
     -------------------
SIGNATURES
----------
EX-5.1
------
EX-23.1
-------
EX-24.1
-------
EX-99.1
-------

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I will be sent
or  given  to  employees as specified by Rule 428(b)(1).  Such documents are not
being filed with the Securities and Exchange Commission ("Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant  to  Rule  424.  Such  documents  and  the  documents  incorporated  by
reference  in  this Registration Statement pursuant to Item 3 of Part II of this
Form,  taken  together,  constitute  a prospectus that meets the requirements of
Section  10(a)  of  the  Securities  Act of 1933, as amended ("Securities Act").

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  by  Reference.

     We  hereby  incorporate  by  reference into this Registration Statement the
following  documents  filed  by  us  with  the  Commission:
(a)  An  Annual  Report  on  Form  10-KSB  for the year ended December 31, 2003;
(b)  A Quarterly Report on Form 10-QSB for the quarter ended September 30, 2004;
(c)  A  Quarterly  Report on Form 10-QSB for the quarter ended  June  30,  2004;
(d)  A  Quarterly  Report on Form 10-QSB for the quarter ended March  31,  2004;
(e)  A  Current  Report  on  Form  8-K,  dated  January  2,  2005;
(f)  A  Current  Report  on  Form  8-K/A,  dated  December  17,  2004;
(g)  A  Current  Report  on  Form  8-K,  dated  December  17,  2004;
(h)  A  Current  Report  on  Form  8-K,  dated  November  3,  2004;
(i)  A  Current  Report  on  Form  8-K,  dated  March  6,  2004;
(j)  A  Current  Report  on  Form  8-K,  dated  February  17,  2004;
(k)  A  Current  Report  on  Form  8-K,  dated  January  16,  2004;
(l)  All  other  reports filed by us pursuant to Sections 13(a) and 15(d) of the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act").
     All  documents  filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of  the  Exchange Act after the date of this Registration Statement and 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
                                     2
unsold,  shall  be  deemed  to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained  in a document incorporated or deemed to be incorporated by
reference  herein  and  to  be  a  part hereof shall be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or  in any other subsequently filed document which
also  is  or  is  deemed  to  be  incorporated  by  reference herein modifies or
supersedes  such  statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration  Statement.

Item  4.  Description  of  Securities.

Common  Stock
-------------
     We are authorized to issue up to 100,000,000 shares of common stock, no par
value,  of  which  14,293,403 shares were issued and outstanding as of September
30,  2004.  All  outstanding  shares  of  our  common  stock  are fully paid and
nonassessable and the shares of our common stock offered by this prospectus will
be,  upon  issuance, fully paid and nonassessable.  We are registering 2,000,000
shares  of  Common  Stock,  pursuant  to  this  S-8  Registration  Statement.
Preferred  Stock
----------------
     We  are authorized 20,000,000 shares of preferred stock, with no par value.
No  shares  of preferred stock have been issued.  The Board of Directors has the
authority  to  issue  preferred stock from time to time in series and to fix the
designations,  powers  (including  voting  powers,  if  any),  preferences,  and
relative  participating,  options, conversion, and other special rights, and the
qualifications,  limitations,  and  restrictions  of  each  series.
The flexibility vested in the Board of Directors to issue preferred stock in one
or  more  series  can  enhance  the Board of Directors' bargaining capability on
behalf  of our shareholders in the event of a possible takeover and could, under
some  circumstances,  be  used  to render more difficult or discourage a merger,
tender offer, or proxy contest, the assumption of control by a holder of a large
block  of our securities, or the removal of incumbent management, even if such a
transaction  were  favored  by  the  holders  of  the  requisite  number  of the
then-outstanding  shares, in that the rights, privileges, and preferences of one
or  more  series  of  preferred  stock, which preferred stock could be privately
placed,  could involve provisions as to voting, redemption, conversion, or other
rights  that  could  deter  such  action.  Accordingly,  shareholders  might  be
deprived  of  an  opportunity to consider a takeover proposal that a third party
might  otherwise  consider  making,  because  we have a class of preferred stock
authorized;  the  issuance of preferred stock may discourage bids for the common
stock  at  a  premium  over  the market price, could adversely affect the voting
rights  of  holders of common stock, and could adversely affect the market price
of  the  common  stock.  We  currently do not have any plans or commitments that
would  involve  the  issuance  of  shares  of  our  preferred  stock.
Voting
------
     Holders  of  our  common stock are entitled to cast one vote for each share
held  at  all  shareholder  meetings for all purposes, including the election of
directors.
The  holders of more than 50% of the voting power of our common stock issued and
outstanding  and  entitled  to  vote and present in person or by proxy, together
with any preferred stock issued and outstanding and entitled to vote and present
in person or by proxy, constitute a quorum at all meetings of our  shareholders.
The  vote  of the holders of a majority of our common stock present and entitled
to  vote at a meeting, together with any preferred stock present and entitled to
vote  at  a meeting, will decide any question brought before the meeting, except
when  California  law,  our  Articles  of Incorporation, or our bylaws require a
greater  vote  and  except  when California law requires a vote of any preferred
stock  issued  and  outstanding, voting as a separate class, to approve a matter
brought  before the meeting.  Holders of our common stock do not have cumulative
voting  for  the  election  of  directors.
Dividends
---------
     Holders  of  our  common  stock  are entitled to dividends when, as, and if
declared by the Board of Directors out of funds available for distribution.  The
payment  of  any  dividends  may  be  limited  or  prohibited  by loan agreement
                                     3
provisions  or  priority  dividends for preferred stock that may be outstanding.
Preemptive  Rights
------------------
     The  holders of our common stock have no preemptive rights to subscribe for
any  additional  shares  of  any class  of our capital stock or for any issue of
bonds,  notes  or  other  securities  convertible into any class  of our capital
stock.

Liquidation
-----------
     If  we  liquidate or dissolve, the holders of each outstanding share of our
common  stock  will be entitled to share equally in our assets legally available
for distribution to our shareholders after payment of all liabilities and  after
distributions  to  holders  of  preferred  stock  legally  entitled  to  be paid
distributions  prior  to  the  payment of distributions to holders of our common
stock.
Item  5.  Interests  of  Named  Experts  and  Counsel.

     Not  applicable.

Item  6.  Indemnification  of  Directors  and  Officers.

California  General  Corporation  Law  ("California  Law"),  Chapter  3
-----------------------------------------------------------------------

     Under  California  Law,  a  director's  liability  to  a  company  or  its
shareholders may not be limited with respect to the following items: (i) acts or
omissions  that  involve  intentional  misconduct  or  a  knowing  and  culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to  the  best  interests  of the company or its shareholders or that involve the
absence  of  good  faith on the part of the director, (iii) any transaction from
which  a  director  derived an improper personal benefit, (iv) acts or omissions
that  show  a  reckless  disregard for the director's duty to the company or its
shareholders  in  circumstances  in which the director was aware, or should have
been  aware, in the ordinary course of performing a director's duties, of a risk
of  a  serious  injury to the company or its shareholders, (v) acts or omissions
that  constitute  an  unexcused  pattern  of  inattention  that  amounts  to  an
abdication  of  the  director's  duty  to  the company or its shareholders, (vi)
contracts or transactions between the company and a director within the scope of
Section  310  of  the  California  Law,  (vii) improper distributions, loans and
guarantees  under  Section  316  of the California Law, (viii) acts or omissions
occurring  prior to the date such provision eliminating or limiting the personal
liability  of  a  director  became  effective  or  (ix)  acts or omissions as an
officer,  notwithstanding that the officer is also a director or that his or her
actions,  if  negligent  or  improper,  have been ratified by the directors. The
limitation  of  liability  does  not  affect the availability of injunctions and
other  equitable  remedies  available  to  the  Company's  shareholders  for any
violation  by  a director of the director's fiduciary duty to the Company or its
shareholders.

Articles  of  Incorporation
---------------------------

     Our Articles of Incorporation, as amended, provide that we shall indemnify,
to  the full extent permitted by California law, any of our directors, officers,
employees  or  agents  who  are  made,  or  threatened  to be made, a party to a
proceeding  by reason of the fact that he or she is or was one of our directors,
officers,  employees  or agents against judgments, penalties, fines, settlements
and reasonable expenses incurred by the person in connection with the proceeding
if  specified  standards are met.  We have also purchased directors and officers
liability  insurance,  which  provides  coverage  against  certain  liabilities
including  liabilities  under  the Securities Act.  Although indemnification for
liabilities  arising under the Securities Act may be permitted to our directors,
officers  and  controlling  persons under these provisions, we have been advised
that,  in the opinion of the Securities Exchange Commission, indemnification for
liabilities  arising  under  the  Securities  Act  is  against  public policy as
expressed  in  the  Securities  Act  and  is,  therefore,  unenforceable.
     Specific  provisions  relating  to the indemnification of our directors and
                                     4
officers  are  provided  for  in  our  Bylaws  specified  below.

Bylaws
------

     Section  5.5(a)  of  the our bylaws provides that each person who was or is
made  a  party  to  or  is  threatened to be made a party to or is involuntarily
involved  in  any  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative  or  investigative (hereinafter a "Proceeding"), by reason of the
fact  that he or she, or a person of whom he or she is the legal representative,
is  or was a director or officer of the corporation or is or was serving (during
such  person's tenure as director or officer) at the request of the corporation,
any  other corporation, partnership, joint venture, trust or other enterprise in
any  capacity,  whether  the  basis  of  a Proceeding is an alleged action in an
official  capacity  as  a  director  or  officer  or in any other capacity while
serving  as a director or officer, shall be indemnified and held harmless by the
corporation  to  the fullest extent authorized by California General Corporation
Law, against all expenses, liability and loss reasonably incurred or suffered by
person in connection therewith.  The right to indemnification conferred shall be
a  contract  right and shall include the right to be paid by the corporation the
expenses incurred in defending a Proceeding in advance of its final disposition;
provided,  however,  that,  if  California General Corporation Law requires, the
payment  of  such  expenses  in advance of the final disposition of a Proceeding
shall  be  made  only upon receipt by the corporation of an undertaking by or on
behalf  of such director or officer to repay all amounts so advanced if it shall
ultimately  be  determined  that  such director or officer is not entitled to be
indemnified.

     Section  5.5(b) of our bylaws provides that if a claim for indemnity is not
paid in full by us within 90 days after a written claim has been received by us,
the  claimant  may  at  any time thereafter bring suit against us to recover the
unpaid  amount  of the claim and, to the extent that the claimant is successful,
he  shall  also  be  entitled  to  be paid the expense of prosecuting such claim
including  reasonable  attorneys'  fees  incurred  in  connection  therewith.

     Additionally,  our  Bylaws  provide that the right of indemnification shall
not  be  exclusive  of any other rights which any director, officer, employee or
agent may have or hereafter acquire under any statute, provision of the Articles
of  Incorporation,  bylaw,  agreement,  vote  of  shareholders  or disinterested
directors  or  otherwise, to the extent the additional rights to indemnification
are  authorized  in  the  Articles  of  Incorporation  of  the  corporation.

Item  7.  Exemption  from  Registration  Claimed.

        Not  applicable.

Item  8.  Exhibits  .

4.1/(1)/          Articles of Incorporation of the registrant as amended to date
4.2/(1)/          Bylaws
5.1*          Opinion of Bryan Cave LLP regarding the validity of the securities
being  registered
23.1*          Consent  of  Madsen  and  Associates  CPA's,  Inc.
23.2*          Consent  of  Bryan  Cave  LLP  (included  in  Exhibit  5.1)
24.1*          Power  of  Attorney
99.1*          Stock  Option  Plan  of  InterCare  DX,  Inc.

*          Filed  herewith
          /(1)/  Incorporated  herein  by  reference  to  Exhibits  3.1 and 3.2,
respectively,  from  our  Registration  Statement  on Form SB-2 (Commission File
Number:  333-57780),  filed  March  28,  2001.

Item  9.  Undertakings.

     (a)  We  hereby  undertake:
(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:
i.     To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  the  registration statement or any
                                     5
material  change  to  such  information  in  the  registration  statement.

     (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
(3)  To  remove  from registration by means of a post-effective amendment any of
the  securities  being  registered which remain unsold at the termination of the
offering.
(b)  We  hereby  undertake that, for purposes of determining any liability under
the  Securities  Act, each filing of our annual report pursuant to Section 13(a)
or  15(d)  of  the  Securities Exchange Act of 1934 (and, where applicable, each
filing  of an employee benefit plan's annual report pursuant to Section 15(d) of
the  Securities  Exchange  Act of 1934) that is incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act
may  be permitted to directors, officers and controlling persons pursuant to the
foregoing  provisions, or otherwise, we have been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment by us of
expenses  incurred  or  paid by a director, officer or controlling person in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  we  will,  unless in the opinion of its counsel the matter has been
settled  by controlling precedent, submit to a court of appropriate jurisdiction
the  question  whether  such  indemnification  by it is against public policy as
expressed  in  the  Act  and  will be governed by the final adjudication of such
issue.

SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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  Los  Angeles,  State  of California, on the date
indicated.

Date:       February  7  2005                    INTERCARE  DX,  INC.
                    By:  /s/  Anthony  C.  Dike
                         ----------------------
                          Anthony  C.  Dike,  MD
                          Chairman  &  CEO

     Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has been signed by the following persons in the capacities and on the
date  indicated.

By:     /s/  Anthony  C.  Dike,  MD
        ---------------------------
Name:     Anthony  C.  Dike,  MD
Title:     Director

By:     /s/  Donald  Stanford
        ---------------------
Name:     Donald  Stanford
Title:     Director

By:     /s/  Karunyan  Arulanantham
        ---------------------------
Name:     Karunyan  Arulanantham
Title:     Director

                                     6
By:     /s/  Jude  Uwaezuoke
        --------------------
Name:     Jude  Uwaezuoke
Title:     Director

By:     /s/  Wesley  Bradford
        ---------------------
Name:     Wesley  Bradford
Title:     Director

EXHIBIT  INDEX

Exhibit          Description
5.1          Opinion  of Bryan Cave LLP regarding the validity of the securities
being  registered
23.1          Consent  of  Madsen  and  Associates  CPA's,  Inc.
23.2          Consent  of  Bryan  Cave  LLP
24.1          Power  of  Attorney
99.1          Stock  Option  Plan  of  InterCare  DX,  Inc.

                                   EXHIBIT 5.1

                            OPINION OF BRYAN CAVE LLP

February  7  2005

InterCare  DX,  Inc.
900  Wilshire  Boulevard,  Suite  500
Los  Angeles,  California  90017

Re:  InterCare DX, Inc. -- Registration Statement on Form S-8 for issuance of up
to  2,000,000  shares  of  common  stock

Gentlemen:

     We  have  acted  as  special  counsel  to  InterCare DX, Inc., a California
corporation (the "Company"), in connection with the registration for issuance of
up  to  2,000,000  shares  of  the  Company's  common  stock with par value (the
"Shares"), as described in the Company's Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission")  under the Securities Act, as amended (the "Securities Act").  The
Shares  may hereafter be issued pursuant to the Stock Option Plan of the Company
(the  "Plan").
In  rendering  the opinions expressed herein, we have examined (i) the Company's
Articles  of Incorporation and the amendment thereto, (ii) the Company's Bylaws,
(iii)  the applicable minutes of meetings or consents in lieu of meetings of the
Company's  board  of  directors  (the  "Board"),  and  (iv) such other corporate
records and documents, certificates of corporate and public officials and status
as  we  have  deemed  necessary  for  the  purposes  of  this  opinion.  In such
examination, we have assumed the genuineness of all signatures, the authenticity
of  all  corporate  records,  documents,  and  instruments  submitted  to  us as
originals, the conformity to original documents of all documents submitted to us
as  conformed, certified, or photostatic copies thereof, the authenticity of the
originals  of  such  photostatic, certified, or conformed copies, and compliance
both in the past and in the future with the terms of the Plan by the Company and
its  employees,  officers, the Board, and any committees appointed to administer
the  Plan.
Based  upon such examination and in reliance thereon, we are of the opinion that
upon  the  issuance of Shares in accordance with the terms and conditions of the
Plan,  including  receipt  prior  to  issuance  by  the  Company  of  the  full
consideration for the Shares, the Shares will be validly issued, fully paid, and
nonassessable  shares of Common Stock. This opinion is not rendered with respect
to  any  laws other than the laws of the State of California and the Federal law
of  the  United  States.
We  consent  to the filing of this opinion with the Commission as Exhibit 5.1 to
the Registration Statement. In giving this consent, we do not thereby admit that
                                     7
we  are within the category of persons whose consent is required under Section 7
of  the  Securities Act, the rules and regulations of the Commission promulgated
thereunder,  or  Item  509  of  Regulation  S-K.
This  opinion  letter  is  rendered  as  of  the date first written above and we
disclaim  any  obligation  to  advise  you  of  facts, circumstances, events, or
developments  that hereafter may be brought to our attention and that may alter,
affect, or modify the opinion expressed herein. Our opinion is expressly limited
to  the matters set forth above and we render no opinion, whether by implication
or  otherwise, as to any other matters relating to the Company or the Shares. We
bring  to  your  attention  that  our  legal  opinions  are  an  expression  of
professional  judgment  and  are  not  a  guarantee  of  a  result.

Very  truly  yours,

/S/  Bryan  Cave  LLP

BRYAN  CAVE  LLP

                                  Exhibit 23.1

INDEPENDENT  AUDITORS'  CONSENT
CONSENT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM
We  consent  to the incorporation by reference in this Registration Statement of
InterCare  DX,  Inc. on Form S-8 of our report dated January 10, 2005, appearing
in  the  Annual  Report  on Form 10-KSB of InterCare DX, Inc. for the year ended
December  31,  2003.

Madsen  &  Associates  CPA's,  Inc.
Salt  Lake  City,  Utah   84107
February  7,  2005

                                  Exhibit 24.1

                                Power of Attorney

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  hereby  constitutes  and  appoints  Anthony  C.  Dike his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  and  on  his  behalf  and in his name, place and stead, in any and all
capacities,  to  sign  any  and  all  documents  relating  to  this Registration
Statement,  including  any  and  all  amendments  (including  post-effective
amendments)  to  this  Registration  Statement,  and  to file the same, with all
exhibits  and  supplements thereto, and other documents in connection therewith,
with  the  Securities  and  Exchange  Commission,  and  hereby  grants  to  such
attorney-in-fact  and  agent 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
in  order  to  effectuate  the  same, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause  to  be  done  by  virtue  hereof.  Pursuant  to  the  requirements of the
Securities  Act,  this  Registration  Statement has been signed by the following
persons  in  the  capacities  and  on  the  date  indicated.

Dated:  February  7  2005

By:     /s/  Donald  Stanford
        ---------------------
Name:     Donald  Stanford
Title:     Director

By:     /s/  Karunyan  Arulanantham
        ---------------------------
Name:     Karunyan  Arulanantham
Title:     Director

                                     8
By:     /s/  Jude  Uwaezuoke
        --------------------
Name:     Jude  Uwaezuoke
Title:     Director

By:     /s/  Wesley  Bradford
        ---------------------
Name:     Wesley  Bradford
Title:     Director

                                  Exhibit 99.1

                                Stock Option Plan
                                       of
                               InterCare DX, Inc.

                                 (the "Company")

SECTION  1  -  DESCRIPTION  OF  PLAN.
The  Stock  Option  Plan  (the "Plan"), of InterCare DX, Inc. (the "Company"), a
corporation  organized  under  the  laws  of the State of California. Under this
Plan, key employees of the Company or any present and future subsidiaries of the
Company  to  be  selected  as  below  set  forth,  may  be  granted options (the
"Options")  to  purchase shares of the Common Stock, based on the average of the
preceding  12  months  fair-market  value  of the Company's Common Stock("Common
Stock").  For  purposes of this Plan, the term "subsidiary" mean any corporation
50%  or  more  of  the  voting  stock  of  which is owned by the Company or by a
subsidiary  (as  so  defined)  of  the  Company.
It  is  intended  that  the  Options  under  this  Plan  will either qualify for
treatment  as  incentive stock options under Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code")  and  be designated "Incentive Stock
Options"  or  not  qualify  for  such treatment and be designated "Non-qualified
Stock  Options".
SECTION  2  -  PURPOSE  OF  PLAN.
The  purpose  of  the  Plan and of granting options to specified employees is to
further  the  growth,  development  and financial success of the Company and its
subsidiaries by providing additional incentives to certain key employees holding
responsible positions by assisting them to acquire shares of Common Stock and to
benefit  directly  from the Company's growth, development and financial success.
SECTION  3  -  ELIGIBILITY.
The  persons  who shall be eligible to receive grants of Options under this Plan
shall  be  the directors, officers, key employees and consultants of the Company
or  any  of its subsidiaries. A person who holds an Option is herein referred to
as  an  "Optionee".  More  than  one  Option  may be granted to anyone Optionee,
however  no  Optionee  may be granted options to purchase an aggregate number of
shares  of  Common  Stock amounting to thirty percent (30%) or more of the total
number  of  shares that may be issued pursuant to this Plan upon the exercise of
Options  granted  hereunder.
For  Incentive Stock Options, the aggregate fair market value (determined at the
time  the Option is granted) of the Common Stock with respect to which incentive
stock  options  are  exercisable  for  the first time by any Optionee during any
calendar  year  (under  all  Incentive  Stock Option plans of the Company or any
subsidiary  which  are qualified under Section 422 of the Code) shall not exceed
$5,000,000.00
SECTION  4  -  ADMINISTRATION.
The  Plan  shall  be  administered by a committee (the "Option Committee") to be
composed  of  at  least  two "disinterested" (as such term is used in Rule 16b-3
promulgated  under  the Securities Exchange Act of 1934) members of the Board of
Directors of the Company (the "Board"). Members of the Option Committee shall be
appointed,  both initially and as vacancies occur, by the Board, to serve at the
pleasure of the Board. The entire Board may serve as the Option Committee, if by
the  terms of this Plan all Board members are otherwise eligible to serve on the
Option  Committee.  No  person  may serve as a member of the Option Committee if
such  person  (a)  is  eligible to receive an Option under the Plan or under any
other  plan of the Company entitling the participants to acquire Common Stock or
stock options of the Company or any of its affiliates (other than plans excepted
                                     9
by  Rule  l6b-3(c)  (2), or (b) was so eligible at any time within the preceding
one-year  period. The Option Committee shall meet at such times and places as it
determines  and  may meet through a telephone conference call. A majority of its
members shall constitute quorum, and the decision of a majority of those present
at any meeting at which a quorum is present shall constitute the decision of the
Option Committee. A memorandum signed by all of its members shall constitute the
decision  of  the Option Committee without necessity, in such event, for holding
an  actual  meeting.  The  Option  Committee  is  authorized  and  empowered  to
administer  the  Plan  and,  subject to the Plan, including the provisions of 20
Section  17,  (i)  to  select  the Optionees, to specify the number of shares of
Common  Stock  with  respect  to  which Options are granted to each Optionee, to
specify  the  Option Price and the terms of the Options, and in general to grant
Options; (ii) to determine the dates upon which Options shall be granted and the
terms  and conditions thereof in a manner consistent with this Plan, which terms
and conditions need not be identical as to the various Options granted; (iii) to
interpret  the  Plan; (iv) to prescribe, amend and rescind rules relating to the
Plan  (v)  to  accelerate  the  time  during  which  an Option may be exercised,
notwithstanding  the  provisions  of the Option Agreement (as defined in Section
12)  stating  the  time during which it may be exercised; (vi) to accelerate the
date  by  which  any  unexercised  but  vested  portion of an Option terminates,
thereby  requiring  the  Optionee  to exercise the vested unexercised portion of
such  Option or forfeit it, but in no event shall such date be less than two (2)
weeks  later  than  the  date the Optionee is informed of such acceleration; and
(vii)  to  determine  the rights and obligations of participants under the Plan.
The  interpretation and construction by the Option Committee of any provision of
the  Plan  or  of  any  Option granted under it shall be final. No member of the
Option  Committee  shall  be liable for any action or determination made in good
faith  with  respect  to  the  Plan  of  any  Option  granted  under  it.
SECTION  5  -  SHARES  SUBJECT  TO  THE  PLAN.
The  aggregate  number of shares of Common Stock which may be purchased pursuant
to  the  exercise  of  Options (whether Incentive Stock Options or Non-qualified
Stock  Options)  granted  under the Plan shall not exceed 2,000,000 shares. Upon
the  expiration  or  termination  for  any reason of an outstanding Option which
shall  not  have been exercised in full or upon the repurchase by the Company of
shares  of  Common  Stock issued pursuant to rights of repurchase, any shares of
Common Stock then remaining unissued which shall have been reserved for issuance
upon  such  exercise  or  which  shall  have been repurchased shall again become
available  for  the  granting  of  additional  Options  under  the  Plan.
SECTION  6  -  OPTION  PRICE.
Expect  as  provided  in  Section  11, the purchase price per share (the "Option
Price")  of  the shares of Common Stock underlying each Option shall be not less
than the fair market value of such shares on the date of granting of the Option.
Such  fair market value shall be determined by the Option Committee on the basis
of  reported  closing  sales  price  on such date or, in the absence of reported
sales  price  on  such date, on the basis of the average of reported closing bid
and  asked prices on such date. In the absence of either reported sales price or
reported  bid and asked prices, the Option Committee shall determine such market
value  on  the  basis  of  the  best  available  evidence.
SECTION  7  -  EXERCISE  OF  OPTIONS.
Subject  to  all other provisions of this Plan, each Option shall be exercisable
for  the  full  number  of  shares  of Common Stock subject thereto, or any part
thereof,  in such installments and at such intervals as the Option Committee may
determine  in  granting  such Option, provided that (i) each Option shall become
fully  exercisable  no  later  than  five  (5) years from the date the Option is
granted,  (ii) the number of shares of Common Stock subject to each Option shall
become  exercisable  at  the  rate  of at least 20% per year each year until the
Option  is  fully exercisable, and (iii) no option may be exercisable subsequent
to  its  termination  date. Each Option shall terminate and expire, and shall no
longer be subject to exercise, as the Option Committee may determine in granting
such  Option,  but  in  no  event  later  than ten years after the date of grant
thereof.  The Option shall be exercised by the Optionee by giving written notice
to  the  Company specifying the number of shares to be purchased and accompanied
by  payment  of  the  full  purchase price therefor in cash, by check or in such
other  form  of lawful consideration as the Board may approve from time to time,
including,  without  limitation  and  in  the  sole discretion of the Board, the
assignment  and transfer by the Optionee to the Company of outstanding shares of
the  Company's  Common  Stock  theretofore  held  by  Optionee.
SECTION  8  -  ISSUANCE  OF  COMMON  STOCK.
The Company's obligation to issue shares of its Common Stock upon exercise of an
                                     10
Option  granted  under  the Plan is expressly conditioned upon the completion by
the  Company of any registration or other qualification of such shares under any
state  and/or  federal  law  or  ruling  2l or regulations or the making of such
investment  or other representations and undertakings by the Optionee (or his or
her  legal  representative,  heir  or  legatee,  as the case may be) in order to
comply  with  the  requirements  of  any exemption from any such registration or
other  qualification  of  such  shares  which the Company in its sole discretion
shall  deem  necessary  or  advisable.  Such  required  representations  and
undertakings  may  include representations and agreements that such Optionee (or
his  or  her  legal  representative,  heir  or legatee) : (a) is purchasing such
shares for investment and not with any present intention of selling or otherwise
disposing  thereof;  and  (b)  agrees  to have a legend placed upon the face and
reverse  of  any  certificates  evidencing  such  shares (or, if applicable, and
appropriate  data  entry  made  in the ownership records of the Company) setting
forth  (i)  any  representations  and  undertaking  which  such  Optionee  and
undertaking which such Optionee has given to the Company or a reference thereof,
and  (ii)  that,  prior  to  effecting any sale or other disposition of any such
shares,  the  Optionee  must  furnish  to  the  Company  an  opinion of counsel,
satisfactory  to  the  Company  and its counsel, to the effect that such sale or
disposition  will  not  violate the applicable requirements of state and federal
laws  and  regulatory  agencies.  The  Company will make a reasonable good faith
effort  to comply with such state and/or federal laws, rulings or regulations as
may  be applicable at the time the Optionee (or his or her legal representative,
heir or legatee, as the case may be) wishes to exercise an Option, provided that
the  Optionee (or his or her legal representative, heir or legatee) also makes a
reasonable  good faith effort to comply with said laws, rulings and regulations;
however,  there  can be no assurance that either the Company or the Optionee (or
his  or  her  legal  representative,  heir  or  legatee), each in the respective
exercise  of  their reasonable good faith business judgment, will in fact comply
with  said  laws,  ruling  and  regulations.
SECTION  9  -  NONTRANSFERABILITY.
No  Option  shall  be  assignable  or transferable, except that an Option may be
transferable  by  will or by the laws of descent and distribution or pursuant to
qualified  domestic  relations  order  as  defined by the Code or Title I of the
Employee  Retirement Income Security Act, or the rules thereunder, provided such
Option  explicitly  so  provides. During the lifetime of an Optionee, any Option
granted  to  him or her shall be exercisable only by him or her. After the death
of an Optionee, the Option granted to him (if so transferable) may be exercised,
prior  to  its termination, only by his or her legal representative, his legatee
or a person who acquired the right to exercise the Option by reason of the death
of  the  Optionee.
SECTION  10  -  RECAPITALIZATION,  REORGANIZATION,  MERGER  OR  CONSOLIDATION.
If  the  outstanding  shares  of  Common  Stock  of  the  Company are increased,
decreased, or exchanged for different securities through reorganization, merger,
consolidation,  recapitalization,  reclassification, stock split, stock dividend
or  like capital adjustment, a proportionate adjustment shall be made (a) in the
aggregate  number  of  shares of Common Stock which may be purchased pursuant to
the  exercised  of Options granted under the Plan, as provided in Section 5, and
(b)  in  the number, price, and kind of shares subject to any outstanding Option
granted  under  the  Plan.
Upon  the  dissolution or liquidation of the Company or upon any reorganization,
merger,  or  consolidation in which the Company does not survive or in which the
equity  ownership  of the Company prior to such transaction represents less than
50%  of  the  equity ownership of the Company subsequent to the transaction, the
Plan and each outstanding Option shall terminate; provided that the Company will
give written notice thereof each Optionee at least thirty (30) days prior to the
date  of such dissolution, liquidation, reorganization, merger or consolidation,
and  in  such  event  (a)  the  Company may, but shall not be obligated to, with
respect  to  each  Optionee  who  is  not  tendered  an  option by the surviving
corporation  in  accordance  with  all of the terms of provision (b) immediately
below,  grant  the  right,  until  ten  days  before  the effective date of such
dissolution,  liquidation, reorganization, merger or consolidation, to exercise,
in  whole  or  in  part,  any  unexpired Option or Options issued to him or her,
without  regard  to  the  surviving  entity.
SECTION  12  -  OPTION  AGREEMENT  .
Each  Option  granted  under  the  Plan shall be evidenced by a written stock 22
option agreement executed by the Company and accepted by the Optionee, which (a)
shall contain each of the provisions and agreements herein specifically required
to  be contained therein, (b) shall contain terms and conditions permitting such
                                     11
Option  to  qualify for treatment as an incentive stock option under Section 422
of  the  Code  if  the  Option  is designated an Incentive Stock Option, (c) may
contain the agreement of the Optionee to resell any Common Stock issued pursuant
to  the  exercise  of  Options  granted  under  the  Plan to the Company (or its
assignee)  for  the  Option  Price  of  such  Options  to the extent any vesting
restrictions  apply  to  such Common Stock, or for the then fair market value of
such  Common  Stock  if  no  such  restrictions  then apply, (d) may contain the
agreement  of  the Optionee granting a right of first refusal to the Company (or
its  assignee)  on transfers of Common Stock no subject to vesting restrictions,
and  (e)  may  contain  such  other terms and conditions as the Option Committee
deems  desirable  and  which  are not inconsistent with the Plan. With regard to
agreements  of  the  Optionee  contemplated by items (c) and (d) of the previous
sentence,  the  Company's  rights  pursuant  to  a  right  of first refusal and,
notwithstanding  any  other  termination  provisions,  the  Company's  right  to
repurchase  vested  shares shall terminate upon the closing of the first sale of
the  Common  Stock  of  the  Company  to  the  public pursuant to a registration
statement  filed  with,  and  declared  effective by the Securities and Exchange
Commission  under  the  Securities  Act,  with  gross proceeds to the Company as
seller  of not less than $7.5 million before deducting underwriting commissions,
or  upon  the  liquidation  or  dissolution  of  the  Company.
SECTION  13  -  RIGHTS  AS  A  SHAREHOLDER.
An  Optionee  or a transferee of an Option shall have no rights as a shareholder
with respect to any shares covered by this Option until exercise thereof, except
that  each  Optionee  shall  have  the  right to receive a copy of the Company's
audited financial statements (if available) no later than 120 days following the
end  of  each  fiscal  year  of  the  Company.  No  adjustment shall be made for
dividends  (Ordinary  or  extraordinary,  whether  in  cash, securities or other
property)  or distributions or other rights of which the record date is prior to
the  exercise  date,  except  as  expressly  provided  in  Section  10.
SECTION  14  -  TERMINATION  OF  OPTIONS.
Each  Option  granted under the Plan shall set forth a termination date thereof,
which  date  shall  be  not  later  than  ten years from the date such Option is
granted.  In  any  event all Options shall terminate an expire upon the first to
occur  of  the  following  events:
(a) the expiration of three months from the date of an Optionee's termination of
employment  (other  than by reason of death), except that if an Optionee is then
disabled  (within  the meaning of Section 22(e) (3) of the Code), the expiration
of  one  year  from  the  date  of such Optionee's termination of employment; or
(b)  the expiration of one year from the date of the death of an Optionee if his
or  her death occurs while he or she is, or not later than three months after he
or she has ceased to be, employed by the Company or any of its subsidiaries in a
capacity  in  which  he or she would be eligible receive grants of Options under
the  Plan;  or
(c)  the  termination  of  the  Option  pursuant  to  Section  10  of  the Plan.
The  termination  of  employment  of an Optionee by death or otherwise shall not
accelerate  or  otherwise  affect the number of shares to which an Option may be
exercised  and  such Option may only be exercised with respect to that number of
shares  which  could  have  been  purchased under the Option had the Option been
exercised  by  the  Optionee  on  the  date  of  such  termination.
SECTION  15  -  WITHHOLDING  OF  TAXES.
The  Company  may  deduct  and  withhold from the wages, salary, bonus and other
compensation  paid  by  the  Company  to the Optionee the requisite tax upon the
amount  of taxable income, if any, recognized by the Optionee in connection with
the  exercise  in  whole  or  in  part of any Option or the sale of Common Stock
issued  to the Optionee upon exercise of the Option, all as may be required from
time  to  time under any federal or state laws and regulations. This withholding
of  tax  shall  be  required  from  time to time 23 under any shall. be bonus or
Optionee  federal.  or  state  tax laws and regulations. This withholding of tax
made  from  the  Company's  concurrent  or  next payment of wages, salary, other
income  to  the  Optionee  or  by  payment  to  the  Company  by the of required
withholding  tax,  as  the  Option  Committee  may  determine.
SECTION  16  -  EFFECTIVENESS  AND  TERMINATION  OF  PLAN.
The  Plan  shall  be  effective on the date on which it is adopted by the Board;
provided,  however,  (a)  the  Plan shall be approved by the shareholders of the
Company  within  12  months of such date of adoption by the Board, (b) no Option
shall be exercised pursuant to the Plan until. the Plan has been approved by the
shareholders  of  the  Company, and (c) no Option may be granted hereunder on or
after that date which is ten years form the effective date of the Plan. The Plan
shall  terminate  when  all  Options  granted  hereunder  either have been fully
                                     12
exercised, and all shares of Common Stock which may be purchased pursuant to the
exercise  of  such  Options  have  been so purchased, or have expired; provided,
however,  that  the  Board may in its absolute discretion terminated the Plan at
any  time. No such termination, other than as provided for in Section 10 hereof,
shall  in  any  way  affect  any  Option  then  outstanding.
SECTION  17  -  AMENDMENT  OF  PLAN.
The  Board  may  (a)  make  such  changes in the terms and conditions of granted
Options  as  it  deems advisable, provided each Optionee affected by such change
consents  thereto,  and  (b)  make  such  amendments  to  the  Plan  as it deems
advisable.  Such  amendments  and  changes shall include, but not be limited to,
acceleration  of  the  time  at  which  an Option may be exercised, but may not,
without  the  written  consent  or approval of the holders of a majority of that
voting  stock  of  the Company which is represented and is entitled to vote at a
duly held shareholders meeting (a) increase the maximum number of shares subject
to  Options,  except  pursuant to Section 10 of the Plan (b) decrease the Option
Price  requirement contained in Section 6 (except as contemplated by Section 11)
of  the  Plan  (c)  change the designation of the class of employees eligible to
receive  Options  (d)  modify  the  limits  set  forth  in Section 3 of the Plan
regarding  the  value  of  Common  Stock  for  which any Optionee may be granted
Options,  unless  the  provisions  of  Section  422(d)  of the Code are likewise
modified  or  (e)  in  any  manner materially increased the benefits accruing to
participants  under  the  Plan.

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