LUNAR CORPORATION
                             AMENDED AND RESTATED
                               STOCK OPTION PLAN


     1.  PLAN.  To provide incentives to officers, key employees and
consultants
of Lunar Corporation (the "Company"), its subsidiaries, and any other
entity
(collectively "subsidiaries") designated by the Board of Directors of
the
Company(the "Board"), and members of the Board to contribute to the
success and
prosperity of the Company, based upon the ownership of the common
stock, par
value $.01, of the Company ("Common Stock"), the Committee
hereinafter
designated, may grant nonqualified stock options to officers, key
employees,
consultants and eligible members of the Board on the terms and
subject to the
conditions stated in this Plan.

     2.  ELIGIBILITY.  Officers, key employees and consultants of the
Company
and its subsidiaries and members of the Board who are not employees
of the
Company ("non-employee directors") shall be eligible, upon selection
by the
Committee, to receive stock options as the Committee, in its
discretion, shall
determine.

     3.  SHARES ISSUABLE. The maximum number of shares of Common
Stock to be
issued after the effective date of this Plan pursuant to all grants
of stock
options hereunder shall be 2,400,000, subject to adjustment in
accordance with
Section 5. Shares of Common Stock subject to a stock option granted
hereunder,
which are not issued by reason of the expiration, cancellation or
other
termination of such stock option, shall again be available for future
grants of
stock options under this Plan; provided, however, that in the event a
stock
option is granted under this Plan in replacement or cancellation of,
or in
exchange for, an outstanding stock option previously granted under
this Plan or
any other plan of the Company, and the option price per share of the
newly
granted stock option is less than the option price per share of the
stock option
being replaced, canceled or exchanged, then the shares of Common
Stock subject
to the replaced, canceled or exchanged stock option shall not be
available for
future grants of stock options under this plan, except to the extent
a majority
of the outstanding shares of Common Stock approve any such
replacement,
cancellation or exchange.

     Shares of Common Stock to be issued may be authorized and
unissued shares
of Common Stock, treasury stock, or a combination thereof.

     To the extent required by Section 162(m) of the Internal Revenue
Code of
1986, as amended (the "Code"), and the rules and regulations
thereunder, the
maximum number of shares of Common Stock with respect to which
options may be
granted during any calendar year to any person shall be 100,000,
subject to
adjustment as provided in Section 5.

     4.  ADMINISTRATION OF THE PLAN.  This Plan shall be administered
by a
committee designated by the Board (the "Committee") consisting of two
or more
members of the Board, each of whom shall be a "Non-Employee Director"
within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the
"Exchange Act"), and an "outside director" within the meaning of
Section 162(m)
of the Code.

     The Committee shall, subject to the terms of this Plan,
establish
eligibility guidelines, select officers, key employees, consultants
and
non-employee directors for participation in this Plan and determine
the number
of shares of Common Stock subject to a stock option granted
hereunder, the
exercise price for such shares of Common Stock, the time and
conditions of
vesting or exercise and all other terms and conditions of the stock
option,
including, without limitation, the form of the option agreement.  The
Committee
may establish rules and regulations for the administration of the
Plan,
interpret the Plan and impose, incidental to the grant of a stock
option,
conditions with respect to the grant or award of stock options or
competitive
employment or other activities not inconsistent with or conflicting
with this
Plan.  All such rules, regulations and interpretations relating to
this Plan
adopted by the Committee shall be conclusive and binding on all
parties.  All
grants of stock options under this Plan shall be evidenced by written
agreements
between the Company and the optionees, and no such grant shall be
valid until so
evidenced.

     5.  CHANGES IN CAPITALIZATION.  Appropriate adjustments shall be
made by
the Committee in the maximum number of shares to be issued under the
Plan and
the maximum number of shares which are subject to any stock option
granted
hereunder, and the exercise price therefor, to give effect to any
stock splits,
stock dividends and other relevant changes in the capitalization of
the Company
occurring after the effective date of this Plan (which shall not
include the
sale by the Company of shares of Common Stock or securities
convertible into
shares of Common Stock).

     6.  EFFECTIVE DATE AND TERM OF PLAN.  This Plan shall be
submitted to the
shareholders of the Company for approval and, if approved, shall
become
effective on the date thereof.  This Plan shall terminate ten years
after it
becomes effective unless terminated prior thereto by action of the
Board.  No
further grants shall be made under this Plan after termination, but
termination
shall not affect the rights of any optionee under any grants made
prior to
termination.

     7.  AMENDMENTS.  This Plan may be amended by the Board in any
respect,
except that no amendment may be made without shareholder approval if
such
amendment would (a) increase the maximum number of shares of Common
Stock
available for issuance under this Plan (other than as provided in
Section 5),
(b) amend the first paragraph of Section 3 to permit shares subject
to an
outstanding stock option that is replaced, canceled or exchanged for
a newly
granted stock option with an option price per share lower than the
option price
per share of the outstanding stock option to become available for
future grants,
or (c) otherwise require shareholder approval.

     8.  EXISTING STOCK OPTIONS.  Stock options granted by the
Company prior to
the date of shareholder approval of this Plan shall continue in
effect in
accordance with their terms.

     9.  GRANTS OF STOCK OPTIONS.  Options to purchase shares of
Common Stock
may be granted hereunder to such eligible officers, key employees,
consultants,
and non-employee directors as may be selected by the Committee.

     10.  OPTION PRICE.  The option price per share of Common Stock
purchasable
upon exercise of an option granted hereunder shall be determined by
the
Committee; PROVIDED, HOWEVER, that the option price per share of
Common Stock
purchasable upon exercise of an option granted under this Plan shall
be 100% of
the fair market value of a share of Common Stock on the date of grant
of such
option.  For purposes hereof, "fair market value" shall be determined
by the
Committee.

     11.  STOCK OPTION PERIOD.  Each stock option granted hereunder
may be
granted at any time on or after the effective date, and prior to the
termination, of this Plan.  The Committee shall determine whether
such stock
option shall become exercisable in cumulative or non-cumulative
installments or
in full at any time.  An exercisable stock option may be exercised in
whole or
in part with respect to whole shares of Common Stock only.  The
period for the
exercise of each stock option shall be determined by the Committee.

     12.  EXERCISE OF STOCK OPTIONS.  (a) Upon exercise, the option
price may be
paid in cash, in shares of Common Stock having a fair market value on
the date
of exercise equal to the option price, or in a combination thereof.
The Company
may arrange or approve of a cashless option exercise procedure which
complies
with the provisions of Section 16 of the Exchange Act and the rules
and
regulations thereunder.

     (b)Unless otherwise set forth in the Stock Option Agreement, an
option may
be exercised during an optionee's continued employment with the
Company or one
of its subsidiaries, or service on the Board, as the case may be,
and, except in
the event of such optionee's death, within a period of 30 days
following
termination of such employment or service, but only to the extent
exercisable
and within the term of such option at the time of the termination of
such
employment or service; provided, however, that if employment of the
optionee by
the Company or one of its subsidiaries or service on the Board shall
have
terminated by reason of retirement after age 60, then the option may
be
exercised within a period not in excess of one year following such
termination
of employment or service on the Board, but only to the extent
exercisable and
within the term of such option at the time of such termination of
employment or
service.

     (c)Unless otherwise set forth in the Stock Option Agreement, no
option
shall be transferable except that (1) in the event of the death of an
optionee
(i) during employment or service on the Board, as the case may be,
(ii) within a
period of one year after termination of employment or service on the
Board, as
the case may be, by reason of retirement after age 60 at a time when
the option
is otherwise exercisable or (iii) within 30 days after termination of
employment
or service on the Board, as the case may be, for any other reason,
outstanding
stock option may be exercised, but only to the extent exercisable and
within the
term of such option prior to the application of this Section 12, by
the
executor, administrator, personal representative, beneficiary or
similar person
of such deceased optionee within one year of the death of such
optionee in the
case of clauses (i) and (ii) or within 90 days of the death of such
optionee in
the case of clause (iii) and (2) the Committee may consent to the
transfer or
transferability of any particular option in the manner approved by
the
Committee.

     13.  ACCELERATION OF OPTIONS UPON A CHANGE IN CONTROL.  The
following
provisions shall apply in the event of a "Change in Control":

     (a)  In the event of a Change in Control, any stock options not
previously
exercisable in full shall become fully exercisable.

     (b)  For purposes hereof, "Change in Control" means:

     (1)  The acquisition by any individual, entity or group (a
"Person"),
including any "person" within the meaning of Section 13(d)(3) or
14(d)(2) of the
Exchange Act, of beneficial ownership within the meaning of Rule
13d-3
promulgated under the Exchange Act, of 50% or more of the then
outstanding
shares of Common Stock (the "Outstanding Common Stock"); PROVIDED,
HOWEVER, that
the following acquisitions shall not constitute a Change in Control:
(A) any
acquisition by the Company, (B) any acquisition by an employee
benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation
controlled by the Company, (C) any acquisition by an underwriter or
underwriters
as part of a BONA FIDE public distribution of securities of the
Company or (D)
any acquisition by any Person which beneficially owned as of the
effective date
of this Plan, 30% or more of the outstanding Common Stock; and
PROVIDED FURTHER
that, for purposes of clause (A), if any Person (other than the
Company or any
employee benefit plan (or related trust) sponsored or maintained by
the Company
or any corporation controlled by the Company) shall become the
beneficial owner
of 50% or more of the outstanding Common Stock by reason of an
acquisition by
the Company and such Person shall, after such acquisition by the
Company, become
the beneficial owner of any additional shares of the Outstanding
Common Stock
and such beneficial ownership is publicly announced, such additional
beneficial
ownership shall constitute a Change in Control;

     (2) Individuals who, as of the date hereof, constitute the Board
(the
"Incumbent Board") cease for any reason to constitute at least a
majority of
such Board; PROVIDED, HOWEVER, that any individual who becomes a
director of the
Company subsequent to the date hereof whose election, or nomination
for election
by the Company's shareholders, was approved by the vote of at least a
majority
of the directors then comprising the Incumbent Board shall be deemed
to have
been a member of the Incumbent Board; and PROVIDED FURTHER, that no
individual
who was initially elected as a director of the Company as a result of
an actual
or threatened election contest, as such terms are used in Rule 14a-11
of
Regulation 14A promulgated under the Exchange Act, or any other
actual or
threatened solicitation of proxies or consents by or on behalf of any
Person
other than the Board shall be deemed to have been a member of the
Incumbent
Board;

     (3) Approval by the shareholders of the Company of a
reorganization, merger
or consolidation unless, in any such case, immediately after such
reorganization, merger or consolidation, (i) more than 50% of the
then
outstanding shares of common stock of the corporation resulting from
such
reorganization, merger or consolidation and more than 50% of the
combined voting
power of the then outstanding securities of such corporation entitled
to vote
generally in the election of directors is then beneficially owned,
directly or
indirectly, by all or substantially all of the individuals or
entities who were
the beneficial owners, respectively, of the Outstanding Common Stock
immediately
prior to such reorganization, merger or consolidation and in
substantially the
same proportions relative to each other as their ownership,
immediately prior to
such reorganization, merger or consolidation, of the Outstanding
Common Stock,
(ii) no Person (other than the Company, any employee plan (or related
trust)
sponsored or maintained by the Company or the corporation resulting
from such
reorganization, merger or consolidation (or any corporation
controlled by the
Company) and any Person which beneficially owned, immediately prior
to such
reorganization, merger or consolidation, directly or indirectly, 30%
or more of
the Outstanding Common Stock) beneficially owns, directly or
indirectly, 50% or
more of the then outstanding shares of common stock of such
corporation or 50%
or more of the combined voting power of the then outstanding
securities of such
corporation entitled to vote generally in the election of directors
and (iii) at
least a majority of the members of the Board of directors of the
corporation
resulting from such reorganization, merger or consolidation were
members of the
Incumbent Board at the time of the execution of the initial agreement
or action
of the Board providing for such reorganization, merger or
consolidation; or

     (4) Approval by the shareholders of the Company of (i) a plan of
complete
liquidation or dissolution of the Company or (ii) the sale or other
disposition
of all or substantially all of the assets of the Company other than
to a
corporation with respect to which, immediately after such sale or
other
disposition, (A) more than 50% of the then outstanding shares of
common stock
thereof and more than 50% of the combined voting power of the then
outstanding
securities thereof entitled to vote generally in the election of
directors is
then beneficially owned, directly or indirectly, by all or
substantially all of
the individuals and entities who were the beneficial owners,
respectively, of
the Outstanding Common Stock immediately prior to such sale or other
disposition
and in substantially the same proportions relative to each other as
their
ownership, immediately prior to such sale or other disposition, of
the
Outstanding Common Stock, (B) no Person (other than the Company, any
employee
benefit plan (or related trust) sponsored or maintained by the
Company or such
corporation (or any corporation controlled by the Company) and any
Person which
beneficially owned, immediately prior to such sale or other
disposition,
directly or indirectly, 30% or more of the Outstanding Company Common
Stock)
beneficially owns, directly or indirectly, 50% or more of the then
outstanding
shares of common stock thereof or 50% or more of the combined voting
power of
the then outstanding securities thereof entitled to vote generally in
the
election of directors and (C) at least a majority of the members of
the Board of
directors thereof were members of the Incumbent Board at the time of
the
execution of the initial agreement or action of the Board providing
for such
sale or other disposition.