SOMANETICS CORP
FIFTH AMENDMENT TO 1997 STOCK OPTION PLAN
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<TYPE>EX-10.1
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<FILENAME>k68506ex10-1.txt
<DESCRIPTION>FIFTH AMENDMENT TO 1997 STOCK OPTION PLAN
<TEXT>
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                                                                    EXHIBIT 10.1

                               FIFTH AMENDMENT TO
                             SOMANETICS CORPORATION
                             1997 STOCK OPTION PLAN

         WHEREAS, SOMANETICS CORPORATION, a Michigan corporation (the
"Company"), has previously adopted the Somanetics Corporation 1997 Stock Option
Plan (the "Plan");

         WHEREAS, pursuant to Paragraph 18 of the Plan, the Company's Board of
Directors has retained right to amend the Plan; and

         WHEREAS, the Company's Board of Directors now desires to amend the
Plan.

         NOW THEREFORE IN CONSIDERATION of the premises and by resolution of the
Company's Board of Directors, the Plan is hereby amended as follows:

         1. The first paragraph of Paragraph 5 is amended to read as follows:

                  "5. Maximum Number of Shares Subject to Plan: The maximum
number of shares with respect to which stock options may be granted under the
Plan shall be an aggregate of 2,110,000 Common Shares, which may consist in
whole or in part of the authorized and unissued or reacquired Common Shares.
Unless the plan shall have been terminated, shares covered by the unexercised
portion of canceled, expired or otherwise terminated options under the Plan
shall again be available for option and sale."

         2. The number "200,000" in Paragraph 6 is amended effective December 1,
2000 to read "300,000".


Dated:  February 21, 2002

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