<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>2
<FILENAME>p71562exv10w01.txt
<DESCRIPTION>EXHIBIT 10.01
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.01
 
                                 VISTACARE, INC.
 
                             1998 STOCK OPTION PLAN
 
                    AS AMENDED AND RESTATED APRIL 12, 2004
 
1.    Purposes.
 
      (a) The purpose of the Plan is to provide a means by which selected
Employees and Directors and Consultants may be given an opportunity to purchase
stock of the Company.
 
      (b) By issuing Common Stock pursuant to Awards granted under the Plan, the
Company seeks to retain the services of persons who are now Employees or
Directors or Consultants, to secure and retain the services of new Employees,
Directors and Consultants, and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Affiliates.
 
      (c) The Company intends that the Options issued under the Plan shall, in
the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either Incentive Stock Options or Nonstatutory Stock Options. All Options shall
be separately designated Incentive Stock Options or Nonstatutory Stock Options
at the time of grant, and in such form as issued pursuant to Section 6, and a
separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option.
 
2.    Definitions.
 
      As used herein, the following terms have the meanings set forth below:
 
      (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Section 424(e)
and (f) respectively, or any successor provision, of the Code.
 
      (b)   "AWARD" means any Option or Stock Purchase Right granted pursuant
to the Plan.
 
      (c)   "BOARD" means the Board of Directors of the Company.
 
      (d) "CAUSE" shall have the meaning set forth in the applicable Option
Agreement or Stock Purchase Agreement.
 
      (e)   "CODE" means the Internal Revenue Code of 1986, as amended.
 
      (f) "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.
 
      (g) "COMMON STOCK" means the Company's Class A Common Stock, $.01 par
value per share.
 
 
<PAGE>
 
      (h)   "COMPANY" means VistaCare, Inc.
 
      (i) "CONSULTANT" means any consultant or adviser if: (i) the consultant or
adviser renders bona fide services to the Company or any of its Affiliates; (ii)
the services rendered by the consultant or adviser are not in connection with
the offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company's
securities; and (iii) the consultant or adviser is a natural person who has
contracted directly with the Company or any of its Affiliates to render such
services.
 
      (j) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means that
the service of an individual to the Company or an Affiliate of the Company,
whether as an Employee, Director or Consultant, is not interrupted or
terminated. The Board, in its sole discretion, may determine whether Continuous
Status as an Employee, Director or Consultant shall be considered interrupted in
the case of: (i) any leave of absence approved by the management of the Company,
including sick leave, military leave, or any other personal leave; or (ii)
transfers between the Company, Affiliates or their successors.
 
      (k)   "DIRECTOR" means a member of the Board.
 
      (l) "EMPLOYEE" means any person, including officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.
 
      (m)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
 
      (n) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
 
            (1) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
trading day prior to the time of determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable;
 
            (2) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of determination; or
 
            (3) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the Board.
 
      (o) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
 
 
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      (p) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.
 
      (q)   "OPTION" means a stock option granted pursuant to the Plan.
 
      (r) "OPTION AGREEMENT" means a written agreement between the Company and a
Participant evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.
 
      (s)   "PARTICIPANT" means an Employee, Director or Consultant who holds
an outstanding Award.
 
      (t)   "PLAN" means this VistaCare, Inc. 1998 Stock Option Plan, as
amended and/or restated from time to time.
 
      (u) "POST-TERMINATION EXERCISE PERIOD" means the period of time commencing
on the date the Participant's Continuous Status as an Employee, Director or
Consultant ceases and ending on the Termination Date.
 
      (v) "PURCHASE PRICE" means (1) in the case of an Option, the exercise
price per share of Common Stock subject to such Option and (2) in the case of a
Stock Purchase Right, the per share purchase price for shares of Common Stock
subject to such Stock Purchase Right.
 
      (w) "RESTRICTED SHARES" means shares of Common Stock acquired pursuant to
the exercise of an Award that are subject to a Right of Repurchase.
 
      (x) "RIGHT OF REPURCHASE" means the right of the Company to repurchase
Restricted Shares issued pursuant to an Award.
 
      (y) "STOCK PURCHASE AGREEMENT" means a written agreement between the
Company and a Participant evidencing the terms and conditions of a Stock
Purchase Right granted under the Plan. Each Stock Purchase Agreement shall be
subject to the terms and conditions of the Plan.
 
      (z) "STOCK PURCHASE RIGHT" means the right of a Participant to purchase
Common Stock pursuant to a Stock Purchase Agreement.
 
      (aa) "TERMINATION DATE" means the date three (3) months after the
termination of the Participant's Continuous Status as an Employee, Director or
Consultant or such later or earlier date specified in or determined in
accordance with the Award prior to which an Award may be exercised.
 
3.    Administration.
 
      (a) The Plan shall be administered by the Board unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).
 
 
                                       3
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      (b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:
 
            (1) To determine from time to time which of the persons eligible
under the Plan shall be granted Awards; when and how each Award shall be
granted; in the case of Options, whether an Option will be an Incentive Stock
Option or a Nonstatutory Stock Option; the provisions of each Award granted
(which need not be identical), including, with respect to Options, the time or
times such Options may be exercised in whole or in part; and the number of
shares for which an Award be granted to each such person.
 
            (2) To construe and interpret the Plan and Awards granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Option Agreement or Stock Purchase
Agreement, in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective.
 
            (3)   To amend the Plan or an Award as provided in Section 13.
 
            (4) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.
 
      (c) The Board may delegate administration of the Plan to a committee (the
"COMMITTEE") consisting of two or more Directors, each of whom is an "outside
director" within the meaning of Section 162(m) of the Code and a "non-employee
director" within the meaning of Section 16b-3 promulgated under the Exchange
Act. Such Committee, if so appointed, shall have the powers theretofore
possessed by the Board (and references in this Plan to the Board shall
thereafter be to such Committee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The foregoing notwithstanding, the Board may abolish such
Committee at any time and revest in the Board the administration of the Plan.
 
4.    Shares Subject to the Plan.
 
      (a) Subject to the provisions of Section 12 relating to adjustments upon
changes in the Common Stock, the Common Stock that may be issued pursuant to
Awards shall not exceed in the aggregate four million (4,000,000) shares. If any
Award shall for any reason expire or otherwise terminate, in whole or in part,
without having been exercised in full, the stock not purchased under such Award
shall revert to and again become available for issuance under the Plan. In
addition, shares of Common Stock acquired by the Company pursuant to its
exercise of a Right of Repurchase shall revert to and again become eligible for
issuance under the Plan.
 
      (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
 
      (c) The number of shares of Common Stock for which an Award may be granted
in any single fiscal year of the Company to any participant in the Plan shall
not exceed 600,000 shares (the "INDIVIDUAL LIMIT"). The Individual Limit shall
be construed and applied
 
 
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<PAGE>
 
consistently with Section 162(m) of the Code. For purposes of the foregoing
limitation, if any Award is canceled, the canceled Award shall continue to be
counted against the Individual Limit. If after grant the Purchase Price of an
Award is modified, the transaction shall be treated as the cancellation of the
Award and the grant of a new Award; in any such case, both the Award that is
canceled and the Award deemed to be granted shall be counted against the
Individual Limit.
 
5.    Eligibility to Receive Options.
 
      (a) Incentive Stock Options may be granted only to Employees. Nonstatutory
Stock Options may be granted only to Employees, Directors or Consultants.
 
      (b) No person shall be eligible for the grant of an Incentive Stock Option
if, at the time of grant, such person owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any of its
Affiliates unless the exercise price of such Incentive Stock Option is at least
one hundred ten percent (110%) of the Fair market Value of such stock at the
date of grant and the Incentive Stock Option is not exercisable after the
expiration of five (5) years from the date of grant. To the extent required by
applicable law, the provisions of this subsection 5(b) shall also apply to the
grant of a Nonstatutory Stock Option granted to a ten percent (10%) stockholder
described in the preceding sentence.
 
6.    Option Provisions.
 
      Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:
 
      (a)   Term.  No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.
 
      (b) Price. The exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value on the date of
grant. The exercise price of each Nonstatutory Stock Option shall be as
determined by the Board at the time such Option is granted. Notwithstanding the
foregoing, the Board may grant an Incentive Stock Option with an exercise price
lower than that set forth above if such Option is granted as part of a
transaction to which section 424(a) of the Code applies.
 
      (c) Consideration. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board, at the time of the grant of the Option, (A) by
delivery to the Company of other capital stock of the Company, (B) according to
a deferred payment or other arrangement (which may include, without limiting the
generality of the foregoing, the use of other capital stock of the Company) with
the person to whom the Option is granted or to whom the Option is transferred
pursuant to subsection 6(d) (but no deferred payment of the Common Stock's par
value may be made unless permitted by applicable law), or (C) by delivery to the
Company of irrevocable instructions to a broker to (i) either sell
 
 
                                       5
<PAGE>
 
the shares subject to the Option being exercised or hold such shares as
collateral for a margin loan and (ii) promptly deliver to the Company the amount
of the sale or loan proceeds required to pay the exercise price or (D) in any
other form of legal consideration that may be acceptable to the Board.
 
      In the case of any deferred payment arrangement, interest shall be payable
at least annually and shall be charged at the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions of the Code,
of any amounts other than amounts stated to be interest under the deferred
payment arrangement.
 
      (d) Transferability. An Option shall not be transferable except by will or
by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person. The
Participant to whom the Option is granted may, by delivering written notice to
the Company, in a form satisfactory to the Company, designate a third party who,
in the event of the death of the Participant, shall thereafter be entitled to
exercise the Option.
 
      (e) Vesting. The total number of shares of stock subject to an Option may,
but need not, be allotted in periodic installments (which may, but need not, be
equal). The Option Agreement may provide that from time to time during each of
such installment periods, the Option may become exercisable ("VEST") with
respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or period as to which the Option became vested but was not fully exercised.
The Option may be subject to such other terms and conditions on the time or
times when it may be exercised (which may be based on performance or other
criteria) as the Board may deem appropriate. The provisions of this subsection
6(e) are subject to any Option provisions governing the minimum number of shares
as to which an Option may be exercised.
 
      (f) Securities Law Compliance. The Company may require any Participant, or
any person to whom an Option is transferred under subjection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Participant's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such person's own account and not with any present intention of selling or
otherwise distributing the stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (i) the issuance of
the shares upon the exercise of the Option has been registered under a then
currently effective registration statement under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may require the Participant to provide such other representations,
written assurances or information which the Company shall determine is
necessary, desirable or appropriate to comply with applicable securities and
other laws as a condition of granting an Option to such Participant or
permitting the Participant to exercise such Option. The Company may, upon advice
of counsel
 
 
                                       6
<PAGE>
 
to the Company, place legends on stock certificates issued under the Plan as
such counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of stock.
 
      (g) Termination of Continuous Status as an Employee, Director or
Consultant. In the event a Participant's Continuous Status as an Employee,
Director or Consultant terminates (other than upon the Participant's death or
disability), the Participant may exercise his or her Option (to the extent that
the Participant was entitled to exercise it as of the date of termination) but
only within such period of time ending on the earlier of (i) the Termination
Date, or (ii) the expiration date of the Option as set forth in the Option
Agreement (the "EXPIRATION DATE"). If, after termination, the Participant does
not exercise his or her Option within the time specified in the Option
Agreement, the Option shall terminate, and the shares covered by such Option
shall revert to and again become available for issuance under the Plan.
 
      A Participant's Option Agreement may also provide that if the exercise of
the Option following the termination of the Participant's Continuous Status as
an Employee, Director or Consultant (other than upon the Participant's death or
disability) and prior to the Termination Date would be prohibited at any time
solely because the issuance of shares would violate the registration
requirements under the Securities Act, the Termination Date shall be extended to
such date that would allow the Option to be exercisable without violation of
such restriction requirements for an aggregate period equal to the
Post-Termination Expiration Period (but in no event after the Expiration Date).
 
      (h) Disability of Participant. In the event a Participant's Continuous
Status as an Employee, Director or Consultant terminates as a result of the
Participant's total and permanent disability (as determined by the Board in its
sole discretion), the Participant may exercise his or her Option (to the extent
that the Participant was entitled to exercise it as of the date of termination)
but only within such period of time ending on the earlier of (i) the Expiration
Date, or (ii) the date that is the one-year anniversary of the termination of
the Participant's Continuous Status as an Employee, Director or Consultant. If,
after termination, the Participant does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the
Plan.
 
      (i) Death of Participant. In the event of the death of a Participant
during, or within a period specified in the Option Agreement after the
termination of, the Participant's Continuous Status as an Employee, Director or
Consultant, the Option may be exercised by the Participant's estate, by a person
who acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Participant's death pursuant
to subsection 6(d), (to the extent that the Participant was entitled to exercise
it as of the date of termination) but only within such period of time ending on
the earlier of (i) the Expiration Date, or (ii) the date that is the one-year
anniversary of the termination of the Participant's Continuous Status as an
Employee, Director or Consultant. If, after the Participant's death, the Option
is not exercised within the time specified herein, the Option shall terminate,
and the shares covered by such Option shall revert to and again become available
for issuance under the Plan.
 
 
                                       7
<PAGE>
 
7.    Stock Purchase Rights.
 
      Stock Purchase Rights may be issued either alone, in addition to, or in
tandem with Options granted under the Plan and/or other benefits or awards made
outside of the Plan. After the Board determines that it will offer a Stock
Purchase Right under the Plan, the Company shall advise the prospective
Participant in writing of the terms, conditions and restrictions related to the
offer, including the number of shares of Common Stock subject to the Stock
Purchase Right, the Purchase Price and the terms and conditions of the Right of
Repurchase applicable thereto and the time within which such prospective
Participant must accept such offer. Each Stock Purchase Right, and the
acceptance of the terms thereof by the Company and the Participant, shall be
evidenced by a Stock Purchase Agreement. Each Stock Purchase Agreement shall
contain such terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Board, in its sole discretion.
 
8.    Right of Repurchase and Restricted Shares.
 
      (a) Each Option Agreement may, and, unless the Board determines otherwise,
each Stock Purchase Agreement shall, grant the Company a Right of Repurchase
exercisable upon the termination of the Participant's Continuous Status as an
Employee, Director or Consultant for any reason (including death or disability)
or upon the failure to satisfy any performance objectives or other conditions
specified in the applicable Option Agreement or Stock Purchase Agreement. The
Right of Repurchase shall lapse upon such conditions or at such rate as the
Board may determine and as shall be set forth in the applicable Option Agreement
or Stock Purchase Agreement. Shares of Common Stock issued as Restricted Shares
may not be sold, assigned, transferred, pledged or otherwise disposed of, except
by will or the laws of descent and distribution, or as otherwise determined by
the Board and set forth in the applicable Option Agreement or Stock Purchase
Agreement. Any attempt to dispose of Restricted Shares in contravention of the
Right of Repurchase shall be null and void and without effect.
 
      (b) The per share purchase price for Restricted Shares repurchased
pursuant to a Right of Repurchase shall be the Purchase Price paid by the
Participant for such Restricted Shares, and may be paid by cancellation of any
indebtedness of the Participant to the Company. Notwithstanding the foregoing,
the applicable Option Agreement or Stock Purchase Agreement may provide that the
per share purchase price for Restricted Shares repurchased pursuant to a Right
of Repurchase shall be less than the Purchase Price for such shares if the
Participant's Continuous Status as an Employee, Director or Consultant is
terminated by the Company or an Affiliate for Cause.
 
      (c) Each certificate for Restricted Shares shall bear an appropriate
legend referring to the Right of Repurchase, together with any other applicable
legends, and, upon issuance, shall be deposited by the stockholder with the
Company together with a stock power and such other instruments of transfer as
may be reasonably requested by the Company, duly endorsed in blank, if
appropriate; provided, however, that the failure of the Company or its transfer
agent to place such a legend on a certificate for Restricted Shares shall have
no effect on the Right of Repurchase applicable to such shares. If the Company
does not exercise the Right of Repurchase within the time and in the manner
specified in the applicable Option Agreement or Stock
 
 
                                       8
<PAGE>
 
Purchase Agreement, such Right of Repurchase shall terminate and be of no
further force and effect.
 
      (d) The Board may, in its sole discretion, waive the Company's Right of
Repurchase applicable to any Restricted Shares. Such waiver shall result in the
immediate vesting of the Participant's interest in the Restricted Shares as to
which the waiver applies. Such waiver may be effected at any time, whether
before or after the termination of the Participant's Continuous Status as an
Employee, Director or Consultant or the attainment or non-attainment of the
applicable conditions.
 
9.    Covenants of the Company.
 
      (a) Notwithstanding the second sentence of Section 14(a) hereof, so long
as any Awards remain outstanding under the Plan, the Company shall keep
available the number of shares of Common Stock required to satisfy such Awards.
 
      (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction of the Plan such authority as may be required to
issue and sell shares of Common Stock issued pursuant to Awards; provided,
however, that this undertaking shall not require the Company to register under
the Securities Act either the Plan, any Award or any Common Stock issued or
issuable pursuant to any such Award. If, after reasonable efforts, the Company
is unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of Common Stock issued pursuant to Awards granted under the Plan, the Company
shall be relieved from any liability for failure to issue and sell such Common
Stock unless and until such authority is obtained.
 
10.   Use of Proceeds.
 
      Proceeds from the sale of Common Stock pursuant to Awards shall constitute
general funds of the Company.
 
11.   Miscellaneous.
 
      (a) Acceleration of Vesting of Options. The Board shall have the power to
accelerate the time at which an Option may first be exercised or the time during
which an Option or any part thereof will vest pursuant to subsection 6(e),
notwithstanding the provisions in the Option stating the time at which it may
first be exercised or the time during which it will vest. In addition, the Board
shall have the power to waive the Right of Repurchase under any Award,
notwithstanding the provisions of the agreement evidencing such Award.
 
      (b) No Rights as a Stockholder. Neither a Participant who holds an
outstanding Option, nor any person to whom an Option is transferred under
subsection 6(d) shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares subject to such Option unless and
until such person has satisfied all requirements for exercise of the Option
pursuant to its terms.
 
 
                                       9
<PAGE>
 
      (c) No Retention Rights. Nothing in the Plan or any instrument executed or
Award granted pursuant thereto shall confer upon any Participant any right to
continue in the employ of the Company or any of its Affiliates (or to continue
acting as a Director or Consultant) or shall affect the right of the Company or
any Affiliate to terminate the employment of any Employee with or without Cause,
the right of the Board and/or the Company's stockholders to remove any Director
pursuant to the terms of the Company's By-Laws and applicable law, or the right
to terminate the relationship of any Consultant pursuant to the terms of such
Consultant's agreement with the Company or any of its Affiliates.
 
      (d) Incentive Stock Option Limitation. To the extent that the aggregate
Fair Market Value (determined at the time of grant) of Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by any
Participant during any calendar year under all plans of the Company and its
Affiliates exceeds one hundred thousand dollars ($100,000), the Options or
portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.
 
      (e) Withholding. To the extent provided by the terms of an Option
Agreement or Stock Purchase Agreement, the Participant may satisfy any federal,
state or local tax withholding obligation relating to the exercise of an Award
by any of the following means or by a combination of such means: (1) tendering a
cash payment; (2) authorizing the Company to withhold shares from the shares of
Common Stock otherwise issuable to the Participant as a result of the exercise
of the Award; or (3) delivering to the Company owned and unencumbered shares of
the capital stock of the Company.
 
      (f) Agreement Not to Compete. Any Option Agreement or Stock Purchase
Agreement may, but need not, provide that at any time that the Participant
serves as an Employee, Director or Consultant of the Company or any of its
Affiliates and for a period of one year after the termination such service for
any reason, the Participant may not directly or indirectly, individually or as a
consultant to, or employee, officer, director, stockholder, partner or other
owner or participant in any business entity, whether for profit or
not-for-profit, other than the Company or an Affiliate, engage in or assist any
other person to engage in any business in which the Company or its Affiliates
are engaging or in which the Company or its Affiliates plan to engage at the
time of such Participant's termination, including but not limited to the
provision of hospice related services, anywhere in the United States of America.
In the case of an Option subject to an Option Agreement that contains such an
agreement not to compete, if the Participant violates such agreement not to
compete, the Option shall terminate, and the shares covered by such Option shall
revert to and again become available for issuance under the Plan. In the case of
a Stock Purchase Right subject to a Stock Purchase Agreement that contains such
an agreement not to compete, the violation by the Participant of such agreement
not to compete shall (i) entitle the Company to immediately exercise the Right
of Repurchase if the Stock subject to such Stock Purchase Agreement has been
purchased prior to the time of such violation or (ii) result in the immediate
cancellation of the Stock Purchase Right if the Stock subject to such Stock
Purchase Agreement has not been purchased prior to the time of such violation.
 
 
                                       10
<PAGE>
 
12.   Adjustments Upon Changes in the Common Stock.
 
      (a) If any change is made in the Common Stock subject to the Plan, or
subject to any Award (through merger, consolidation, reorganization,
reincorporation, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted, automatically and without further action by the Board or any other
person, in the class(es) and maximum number of shares subject to the Plan
pursuant to subsection 4(a), the Individual Limit set forth in Section 4(c) and
the outstanding Awards will be appropriately adjusted, automatically and without
further action by the Board or any other person, in the Purchase Price and the
class(es) and number of shares subject to such outstanding Awards. The
determination of the Board as to the effect of any such adjustment shall be
final, binding and conclusive.
 
      (b) In the event of: (1) a dissolution, liquidation, or sale of all or
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Common
Stock outstanding immediately preceding the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash or
otherwise; or (4) the acquisition by any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable
successor provisions (excluding any employee benefit plan, or related trust,
sponsored or maintained by the Company or any Affiliate of the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors, then to the extent permitted by applicable
law: (i) any surviving or acquiring corporation or entity shall assume all
outstanding Options and Stock Purchase Rights under the Plan or shall substitute
for all outstanding Options and Stock Purchase Rights similar options or rights
with respect to such corporation's or entity's equity securities (which
substitution could take the form of options or rights to acquire the same
consideration paid to the stockholders of the Company in the transaction
described in this subsection 12(b)) for those outstanding under the Plan or (ii)
such Awards or Stock Purchase Rights shall continue in full force and effect. In
the event any surviving or acquiring corporation or entity refuses to assume
such Options or Stock Purchase Rights or to substitute similar options or rights
for those outstanding under the Plan, then, with respect to Options or Stock
Purchase Rights held by persons then performing services as Employees, Directors
or Consultants, the time during which such Options or Stock Purchase Rights may
be exercised shall be accelerated prior to such event and the Options or Stock
Purchase Rights terminated if not exercised after such acceleration and at or
prior to such event.
 
13.   Amendment of the Plan and Awards.
 
      (a) The Board at any time, and from time to time, may amend the Plan;
provided, however, that (i) any amendment of Section 13(e) shall require the
approval of the Company's stockholders in accordance National Association of
Securities Dealers Rule 4350(i)(1)(A), and (ii) any amendment which require
stockholder approval in order for the Plan to satisfy Section 422 of the Code
(including any increase in the number of shares reserved for issuance under the
 
 
                                       11
<PAGE>
 
Plan) shall be subject to stockholder approval within twelve (12) months before
or after the adoption of such amendment.
 
      (b) The Board may, in its sole discretion, submit any other amendment to
the Plan for stockholder approval.
 
      (c) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide Participants with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Incentive Stock Options granted under it into
compliance therewith.
 
      (d) Rights and obligations under any Award granted before amendment of the
Plan shall not be impaired by any amendment of the Plan without the written
consent of the Participant to whom the Award was granted or the person to whom
such Award has been transferred in accordance with the Plan.
 
      (e) The Board at any time, and from time to time, may amend the terms of
any one or more Awards, provided, however, that the rights and obligations under
any Award shall not be impaired by any such amendment without the written
consent of the Participant to whom the Award was granted or the person to whom
such Award has been transferred in accordance with the Plan; and provided,
further, however, that the Board may not amend any outstanding Option in a
manner that would have the effect of decreasing the exercise price thereof other
than pursuant to Section 12.
 
14.   Termination or Suspension of the Plan.
 
      (a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on July 17, 2008. No Awards may be granted
under the Plan while the Plan is suspended or after it is terminated.
 
      (b) Rights and obligations under any Award granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except
with the written consent of the Participant to whom the Award was granted or the
person to whom such Award has been transferred in accordance with the Plan.
 
15.   Authorization of Plan Supplements.
 
      The Board may from time to time adopt one or more supplements to the Plan
for the purpose of satisfying applicable blue sky, securities or tax laws of
various jurisdictions. Any such supplement shall contain only such provisions as
the Board, in its sole discretion, deems necessary or desirable to satisfy such
laws of the applicable jurisdiction. All supplements adopted by the Board shall
be deemed to be part of the Plan, but each supplement shall apply only to
Participants within the affected jurisdiction and the Company shall not be
required to provide copies of any supplements to Participants in any
jurisdiction which is not the subject of such supplements. Capitalized terms
used in any supplements without being defined therein shall have the meanings
ascribed to them in the Plan.
 
 
                                       12
<PAGE>
 
16.   Effective Dates.
 
      The Plan initially became effective on July 17, 1998. The Plan was amended
and restated effective as of November 11, 2002. A further amendment and
restatement of the Plan was adopted by the Board on April 12, 2004, and such
further amendment and restatement shall become effective upon its approval by
the stockholders of the Company.
 
 
                                       13
<PAGE>
 
                                 VISTACARE, INC.
 
                      AMENDED AND RESTATED 1998 STOCK PLAN
 
                              CALIFORNIA SUPPLEMENT
 
      Pursuant to Section 15 of the Plan, the Board has adopted this supplement
for purposes of satisfying the requirements of Section 25102(o) of the
California Corporations Code:
 
      Any Awards made under the Plan to a recipient who is a resident of the
State of California on the date of grant (a "CALIFORNIA PARTICIPANT") shall be
subject to the following additional limitations, terms and conditions:
 
1.    Additional Limitations on Options.
 
      (a) Minimum Vesting Rate. Except in the case of Options granted to
California Participants who are officers, Directors, Consultants or advisors of
the Company or any Affiliate of the Company (which options may become
exercisable at whatever rate is determined by the Board, subject to any
limitations set forth in the Plan), Options granted to California Participants
shall become exercisable at a rate of no less than 20% per year over five years
from the date of grant; provided, that such Options may be subject to such
reasonable forfeiture conditions as the Board may choose to impose and which are
not inconsistent with Section 260.140.41 of the California Code of Regulations.
 
      (b) Minimum Exercise Price. The exercise price of Options granted to
California Participants may not be less than 85% of the Fair Market Value of the
Common Stock on the date of grant in the case of a Nonstatutory Option or less
than 100% of such Fair Market Value on the date of grant in the case of an
Incentive Stock Option; provided, however, that if the California Participant is
a person who owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, the exercise price shall not be
less than 110% of such Fair Market Value on the date of grant.
 
      (c)   Maximum Duration of Options.  No Options granted to California
Participants will be granted for a term in excess of 10 years.
 
      (d) Minimum Exercise Period Following Termination. Unless a California
Participant's employment by the Company or any Affiliate is terminated for
Cause, in the event of termination of employment of such California Participant,
he or she shall have the right to exercise an Option to the extent that he or
she was otherwise entitled to exercise such Option on the date employment
terminated, as follows: (i) at least six months from the date of termination, if
termination was caused by such California Participant's death or "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code) and (ii)
at least 30 days from the date of termination, if termination was caused other
than by such California Participant's death or "permanent and total disability"
(within the meaning of Section 22(e)(3) of the Code).
 
 
                                       14
<PAGE>
 
2.    Additional Limitations for Stock Purchase Rights.
 
      (a) Minimum Purchase Price. The Purchase Price for a Stock Purchase Right
granted to a California Participant shall be not less than 85% of the Fair
Market Value of the Common Stock at the time such California Participant is
granted the right to purchase shares under the Plan or at the time the purchase
is consummated; provided, however, that if such California Participant is a
person who owns stock possessing more than 10% of the total combined voting
power or value of all classes of stock of the Company, the Purchase Price shall
not be less than 100% of the Fair Market Value of the Common Stock at the time
such California Participant is granted the right to purchase shares under the
Plan or at the time the purchase is consummated.
 
      (b) Limitation on Rights of Repurchase. The Purchase Price of Stock
Purchase Rights granted to California Participants may not be less than 85% of
the Fair Market Value on the date of issuance; provided, however, that if the
California Participant is a person who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company, the
exercise price shall be not less than 110% of the Fair Market Value of the
Common Stock on the date of issuance. If a Stock Purchase Right granted to a
California Participant gives the Company a Right of Repurchase upon termination
the Continuous Status as an Employee, Director or Consultant of such California
Participant, the terms of such Right of Repurchase must comply with Section
260.140.42(h) of the California Code of Regulations.
 
3.    Additional Requirement to Provide Information to California
      Participants.
 
      The Company shall provide to each California Participant, not less
frequently than annually, copies of annual financial statements (which need not
be audited). The Company shall not be required to provide such statements to key
employees whose duties in connection with the Company assure their access to
equivalent information.
 
4.    Effective Date.  This supplement became effective on ________ __, 2004.
 
 
                                       15
</TEXT>
</DOCUMENT>