EXHIBIT 10.1
                           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 1,000,000, 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.

  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) or (b) 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) 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) No option shall be transferable except that 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 options 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 or personal
representative 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).

  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.