EXHIBIT 10.1 2001 STOCK OPTION PLAN

Exhibit 10.1


LECTEC CORPORATION

2001 STOCK OPTION PLAN

1. Purpose.

The purpose of the LecTec Corporation 2001 Stock Option Plan (the
"Plan") is to aid in maintaining and developing personnel capable of assuring
the future success of LecTec Corporation, a Minnesota corporation (the
"Company"), to offer such personnel additional incentives to put forth maximum
efforts for the success of the business and to afford such personnel an
opportunity to acquire a proprietary interest in the Company through stock
options. Options granted under the Plan shall be limited to Options which do not
qualify as incentive stock option within the meaning of Section 422 of the Code.

2. Definitions.

As used in the Plan, the following terms shall have the meanings set
forth below:

(a) "Affiliate" shall mean (i) any entity that, directly or
indirectly, through one or more intermediaries, is controlled by the
Company and (ii) any entity in which the Company has a significant
equity interest, as determined by the Committee.

(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit or Other Stock Grant granted
under the Plan.

(c) "Award Agreement" shall mean the written agreement,
contract or other instrument or document evidencing an Award granted
under the Plan. Each Award Agreement shall be subject to the applicable
terms and conditions of the Plan and any other terms and conditions
(not inconsistent with the Plan) determined by the Committee.

(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any regulations promulgated thereunder.

(e) "Committee" shall mean the committee of directors
designated by the Board of Directors of the Company to administer the
Plan.

(f) "Eligible Person" shall mean any employee, consultant or
independent contractor providing services to the Company or any
Affiliate whom the Committee determines to be an Eligible Person, but
shall not include (i) an officer or director of the Company or any
Affiliate who is subject to Section 16 of the Exchange Act, or any
successor rule or regulation, (ii) any "executive officer" of the
Company, as defined under the Exchange Act, as amended, or (iii) any
other officer or director of the Company.

(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.


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(h) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other
securities), the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the
Committee. Notwithstanding the foregoing, for purposes of the Plan, the
Fair Market Value of Shares on a given date shall be (i) the last sale
price of the Shares as reported on the Nasdaq National Market on such
date, if the Shares are then quoted on the Nasdaq National Market, or
(ii) the closing price of the Shares on such date on a national
securities exchange, if the Shares are then being traded on a national
securities exchange.

(i) "Option" shall mean an option granted under Section 5(a)
of the Plan that shall not be an incentive stock option within the
meaning of Section 422 of the Code or any successor provision.

(j) "Other Stock Grant" shall mean any right granted under
Section 5(d) of the Plan.

(k) "Participant" shall mean any Eligible Person designated to
be granted an Award under the Plan.

(l) "Person" shall mean any individual, corporation,
partnership, association or trust.

(m) "Restricted Stock" shall mean any Shares granted under
Section 5(c) of the Plan.

(n) "Restricted Stock Unit" shall mean any unit granted under
Section 5(c) of the Plan evidencing the right to receive a Share (or a
cash payment equal to the Fair Market Value of a Share) at some future
date.

(o) "Shares" shall mean shares of Common Stock, par value $.01
per share, of the Company or such other securities or property as may
become subject to Awards pursuant to an adjustment made under Section
4(c) of the Plan.

(p) "Stock Appreciation Right" shall mean any right granted
under Section 5(b) of the Plan.

3. Administration.

(a) Power and Authority of the Committee. The Plan
shall be administered by the Committee. Subject to the terms
of the Plan and applicable law, the Committee shall have full
power and authority to: (i) designate Participants; (ii)
determine the Award to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered
by (or the method by which payments or other rights are to be
calculated in connection with) each Award; (iv) determine the
terms and conditions of any Award or Award Agreement; (v)
amend the terms and conditions of any Award or Award
Agreement; (vi) accelerate the exercisability of any Award or
the lapse of restrictions relating to any Award; (vii)
determine whether, to what extent and under what circumstances
Awards may be exercised in cash, Shares, other securities or
other property, or canceled, forfeited or suspended; (viii)
determine whether, to what extent


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and under what circumstances cash, Shares, other securities,
other property and other amounts payable with respect to an
Award under the Plan shall be deferred either automatically or
at the election of the holder thereof or the Committee; (ix)
interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (x)
establish, amend, suspend or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (xi) make any other
determination and take any other action that the Committee
deems necessary or desirable for the administration of the
Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other
decisions under or with respect to the Plan or any Award shall
be within the sole discretion of the Committee, may be made at
any time and shall be final, conclusive and binding upon any
Participant and any holder or beneficiary of any Award.

(b) Meetings of the Committee. The Committee shall
select one of its members as its chair and shall hold its
meetings at such times and places as the Committee may
determine. A majority of the Committee's members shall
constitute a quorum. All determinations of the Committee shall
be made by not less than a majority of its members. Any
decision or determination reduced to writing and signed by all
of the members of the Committee shall be fully effective as if
it had been made by a majority vote at a meeting duly called
and held. The Committee may appoint a secretary and may make
such rules and regulations for the conduct of its business as
it shall deem advisable.

4. Shares Available for Awards.

(a) Shares Available. Subject to adjustment as provided in
Section 4(c), the number of Shares available for granting Awards under
the Plan shall be 750,000. Shares issued pursuant to the Plan may be
either from the authorized but unissued Shares or from Shares
reacquired by the Company, including Shares purchased in the open
market. If any Shares covered by an Award or to which an Award relates
are not purchased by the Participant or are forfeited, or if an Award
otherwise terminates without delivery of any Shares, then the number of
Shares counted against the aggregate number of Shares available under
the Plan with respect to such Award, to the extent of any such
forfeiture or termination, shall again be available for granting Awards
under the Plan. In addition, any Shares that are used by a Participant
as full or partial payment to the Company of the purchase price of
Shares acquired upon exercise of an Option granted pursuant to the Plan
shall again be available for granting Awards.

(b) Accounting for Awards. For purposes of this Section 4, if
an Award entitles the holder thereof to purchase Shares, the number of
Shares covered by such Award or to which such Award relates shall be
counted on the date of grant of such Award against the aggregate number
of Shares available for granting Awards under the Plan.

(c) Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form
of cash, Shares, other securities or other property), recapitalization,
stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange
of Shares or other


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securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company or other similar
corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall,
in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Shares (or other securities or other property) which
thereafter may be made the subject of Awards, (ii) the number and type
of Shares (or other securities or other property) subject to
outstanding Awards and (iii) the purchase or exercise price with
respect to any Award; provided, however, that the number of Shares
covered by any Award or to which such Award relates shall always be a
whole number.

5. Awards.

(a) Options. The Committee is hereby authorized to grant
Options to Eligible Persons with the following terms and conditions,
and with such additional terms and conditions not inconsistent with the
provisions of the Plan, as the Committee shall determine:

(i) Exercise Price. The exercise price for Options
granted under the Plan shall be determined by the
Committee.

(ii) Option Term. The term of each Option shall be fixed
by the Committee in the Award Agreement. The
Committee shall be under no duty to provide terms of
like duration for Options granted under the Plan, but
the term of Options granted under the Plan may not
extend more than fifteen (15) years from the date of
granting of such Option.

(iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be
exercised in whole or in part and the method or
methods by which, and the form or forms (including,
without limitation, cash, Shares, other securities,
other property or a promissory note, which shall
provide for interest at a rate not less than the
minimum rate required to avoid imputation of income,
original issue discount or a below-market-rate loan
pursuant to Sections 483, 1274 or 7872 of the Code,
or any combination thereof, having a Fair Market
Value on the exercise date equal to the applicable
exercise price) in which payment of the exercise
price with respect thereto may be made or deemed to
have been made.

(b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Eligible Persons
subject to the terms of the Plan and any applicable Award Agreement. A
Stock Appreciation Right granted under the Plan shall confer on the
holder thereof a right to receive upon exercise thereof the excess of
(i) the Fair Market Value of one Share on the date of exercise (or, if
the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the
Stock Appreciation Right as specified by the Committee, which price
shall not be less than 100% of the Fair Market Value of one Share on
the date of grant of the Stock Appreciation Right. Subject to the terms
of the Plan and any


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applicable Award Agreement, the grant price, term, methods of exercise,
dates of exercise, methods of settlement and any other terms and
conditions of any Stock Appreciation Right shall be as determined by
the Committee. The Committee may impose such conditions or restrictions
on the exercise of any Stock Appreciation Right as it may deem
appropriate.

(c) Restricted Stock and Restricted Stock Units. The Committee
is hereby authorized to grant Restricted Stock and Restricted Stock
Units to Eligible Persons with the following terms and conditions and
with such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine:

(i) Restrictions. Shares of Restricted Stock and
Restricted Stock Units shall be subject to such
restrictions as the Committee may impose (including,
without limitation, a waiver by the Participant of
the right to vote or to receive any dividend or other
right or property with respect thereto), which
restrictions may lapse separately or in combination
at such time or times, in such installments or
otherwise as the Committee may deem appropriate.

(ii) Stock Certificates; Delivery of Shares. Any
Restricted Stock granted under the Plan shall be
evidenced by issuance of a stock certificate or
certificates, which certificate or certificates shall
be held by the Company. Such certificate or
certificates shall be registered in the name of the
Participant and shall bear an appropriate legend
referring to the restrictions applicable to such
Restricted Stock. Stock certificates registered in
the name of the Participant shall be delivered to the
Participant promptly after the applicable
restrictions lapse or are waived. In the case of
Restricted Stock Units, no Shares shall be issued at
the time such Awards are granted. Upon the lapse or
waiver of restrictions and the restricted period
relating to Restricted Stock Units evidencing the
right to receive Shares, such Shares shall be issued
and delivered to the holders of the Restricted Stock
Units.

(iii) Forfeiture. Except as otherwise determined by the
Committee, upon a Participant's termination of
employment (as determined under criteria established
by the Committee) during the applicable restriction
period, all Shares of Restricted Stock and all
Restricted Stock Units held by the Participant at
such time shall be forfeited and reacquired by the
Company; provided, however, that the Committee may,
when it finds that a waiver would be in the best
interest of the Company, waive in whole or in part
any or all remaining restrictions with respect to
Shares of Restricted Stock or Restricted Stock Units.

(d) Other Stock Grants. The Committee is hereby authorized,
subject to the terms of the Plan and any applicable Award Agreement, to
grant to Eligible Persons Shares without restrictions thereon as are
deemed by the Committee to be consistent with the purpose of the Plan.

(e) General.


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(i) Awards May Be Granted Separately or Together. Awards
may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with or in
substitution for any other Award or any award granted
under any plan of the Company or any Affiliate other
than the Plan. Awards granted in addition to or in
tandem with other Awards or in addition to or in
tandem with awards granted under any such other plan
of the Company or any Affiliate may be granted either
at the same time as or at a different time from the
grant of such other Awards or awards.

(ii) Forms of Payment under Awards. Subject to the terms
of the Plan and any applicable Award Agreement,
payments or transfers to be made by the Company or an
Affiliate upon the grant, exercise or payment of an
Award may be made in such form or forms as the
Committee shall determine (including, without
limitation, cash, Shares, other securities or other
property, or any combination thereof) and may be made
in a single payment or transfer, in installments or
on a deferred basis, in each case in accordance with
rules and procedures established by the Committee.

(iii) Limits on Transfer of Awards. No Award and no right
under any such Award shall be transferable by a
Participant other than by will or by the laws of
descent and distribution or the transfer or
assignment of fully exercisable Awards for gifting
purposes; provided, however, that, if so determined
by the Committee, a Participant may, in the manner
established by the Committee, designate a beneficiary
or beneficiaries to exercise the rights of the
Participant and receive any property distributable
with respect to any Award upon the death of the
Participant. Each Award or right under any Award
shall be exercisable during the Participant's
lifetime only by the Participant or, if permissible
under applicable law, by the Participant's guardian
or legal representative. No Award or right under any
such Award may be pledged, alienated, attached or
otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall
be void and unenforceable against the Company or any
Affiliate.

(iv) Restrictions; Securities Exchange Listing. All
certificates for Shares or other securities delivered
under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations
and other requirements of the Securities and Exchange
Commission and any applicable federal or state
securities laws, and the Committee may cause a legend
or legends to be placed on any such certificates to
make appropriate reference to such restrictions. If
the Shares or other securities are traded on a
securities exchange, the Company shall not be
required to deliver any Shares or other securities
covered by an Award unless and until such Shares or
other securities have been admitted for trading on
such securities exchange.

6. Amendment and Termination; Corrections.


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(a) Amendments to the Plan. The Board of Directors of the
Company may amend, alter, suspend, discontinue or terminate the Plan at
any time.

(b) Amendments to Awards. Subject to the provisions of the
Plan, the Committee may waive any conditions of or rights of the
Company under any outstanding Award, prospectively or retroactively.
The Committee may not amend, alter, suspend, discontinue or terminate
any outstanding Award, prospectively or retroactively, without the
consent of the Participant or holder or beneficiary thereof, except as
otherwise herein provided.

(c) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent
it shall deem desirable to carry the Plan into effect.

7. Income Tax Withholding and Tax Bonuses.

(a) In order to comply with all applicable federal or state
income tax laws or regulations, the Company may take such action as it
deems appropriate to ensure that all applicable federal or state
payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of a Participant under the Plan, are withheld
or collected from such Participant. In order to assist a Participant in
paying all federal and state taxes to be withheld or collected upon
exercise of an Award hereunder, the Committee, in its absolute
discretion and subject to such additional terms and conditions as it
may adopt, shall permit the Participant to satisfy such tax obligation
by (i) electing to have the Company withhold a portion of the shares
otherwise to be delivered upon exercise of such Award with a Fair
Market Value equal to such taxes or (ii) delivering to the Company
Shares other than the Shares issuable upon exercise of such Award with
a Fair Market Value equal to such taxes.

(b) The Committee shall have the authority, at the time of
grant of an Award under the Plan or at any time thereafter, to approve
tax bonuses to designated Participants to be paid upon their exercise
of Awards granted hereunder. The amount of any such payments shall be
determined by the Committee. The Committee shall have full authority in
its absolute discretion to determine the amount of any such tax bonus
and the terms and conditions affecting the vesting and payment
thereafter.

8. General Provisions.

(a) No Rights to Awards. No Eligible Person, Participant or
other Person shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of
Eligible Persons, Participants or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same
with respect to different Participants.

(b) Award Agreements. No Participant shall have rights under
an Award granted to such Participant unless and until an Award
Agreement shall have been duly executed on behalf of the Company.


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(c) No Rights of Shareholders. Neither a Participant nor the
Participant's legal representative shall be, or have any of the rights
and privileges of, a shareholder of the Company in respect of any
Shares issuable upon the exercise or payment of any Award, in whole or
in part, unless and until certificates for such Shares shall have been
issued.

(d) No Limit on Other Compensation Plans or Arrangements.
Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or additional
compensation plans or arrangements, and such plans or arrangements may
be either generally applicable or applicable only in specific cases.

(e) Governing Law. The internal law, and not the law of
conflicts, of the State of Minnesota will govern all questions
concerning the validity, construction and effect of the Plan and any
rules and regulations relating to the Plan.

(f) Severability. If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the purpose or intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction or
Award, and the remainder of the Plan or any such Award shall remain in
full force and effect.

(g) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any
provision thereof.

(h) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate
and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate
pursuant to an Award, such right shall be no greater than the right of
any unsecured general creditor of the Company or any Affiliate.

(i) No Fractional Shares. No stock certificate for a
fractional Share shall be issued or delivered pursuant to the Plan or
any Award, and the Committee shall determine, in connection with the
issuance or delivery of any stock certificate pursuant to an Award,
whether cash shall be paid in lieu of any fractional Share or whether
such fractional Share and any rights thereto shall be canceled,
terminated or otherwise eliminated.

9. Effective Date of the Plan.

The Plan shall be effective as of July 1, 2001.


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10. Term of the Plan.

Unless the Plan shall have been discontinued as provided in Section 6,
the Plan shall terminate on July 1, 2011. No Award may be granted after such
termination, but termination of the Plan shall not, without the consent of the
Participant, alter or impair any rights or obligations under any Award
theretofore granted.


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