Sample Business Contracts

Stock Option Agreement - Medix Resources Inc.

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                             STOCK OPTION AGREEMENT

     This Stock Option Agreement is executed as of _________2002  and is between
Medix Resources, Inc.,  a Colorado corporation (the "Company") and _________(the

     WHEREAS,  the Optionee  has served and  continues to serve as a Director of
the  Company,  and in  consideration  of his past  service  to,  and to  provide
incentive  to the  Optionee  in in  connection  with his future  service to, the
Company,  the Company has  determined to provide to the Optionee,  the following
grant of options to purchase  Company  common  stock,  par value $.001 per share
(the Common Stock");

     NOW,  THEREFORE,  The Company  hereby  grants  options to Optionee upon the
following terms:

     1. Grant of Options;  Vesting.  The Optionee is hereby  granted,  as of the
above date (the "Grant  Date"),  options to purchase  _________shares  of Common
Stock of the Company,  which shall vest and become exercisable upon the Optionee
serving as a Director of the Company  until____________,  subject to the Special
Committee's  approval  of the  Optionee's  performance.  The options to purchase
Common Stock granted hereby are termed "Options" in this Agreement.  The Special
Committee  shall be made up of  President  and CEO,  Chairman of the Board and a
representative of Compensation Committee. The shares of Common Stock issued upon
exercise of any of the Options are called "Option Shares" in this Agreement.

     2. Exercise  Price.  The exercise price pursuant at which the Options shall
be exercised is $________per share (the "Exercise Price").

     3. Term.. Any Options granted  hereunder  shall expire on  _____________(the
"Termination  Date"),  if not exercised in full and no part of the Options shall
be exercised thereafter.

     4. Exercise of Option. Any Options (or any part or installment thereof) may
be exercised,  prior to the  Termination  Date, by giving  written notice to the
Company at its principal office address.  Such notice shall identify the Options
being  exercised  and specify the number of shares as to which such  Options are
being exercised, accompanied by full payment of the purchase price in any of the
following  ways:  (i) in U.S.  dollars in cash or by check,  bank draft or money
order;  (ii) by the surrender of all or part of options to purchase Common Stock
(including  Options  being  exercised)  with an aggregate net value equal to the
aggregate exercise price; (iii) by the tender to the Company of shares of Common
Stock  with  an  aggregate  value  equal  to the  exercise  price;  or (iv) by a
combination  of (i), (ii) and (iii) above.  The holder of Options shall not have
the rights of a  shareholder  with respect to the shares  covered by his, her or
its Options until the date of issuance of a stock  certificate  for such shares.
Except as  expressly  provided  in Section  11 below with  respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar  rights  for  which  the  record  date is  before  the date  such  stock
certificate  is  issued.  After  the  exercise  of  Options,  a  certificate  or
certificates  representing  the  Option  Shares  so  purchased  shall,  within a
reasonable time, be issued in the Optionee's name and delivered to the Optionee,
subject to compliance with applicable  securities  laws. Upon a partial exercise
of the Options,  this  Agreement  shall be  automatically  amended to reduce the
number of Option Shares covered by this option by the number of Option Shares so
purchased  without the necessity of the execution of a new agreement or a formal
written  amendment of this Agreement.  The proceeds received by the Company from
the sale of shares  pursuant to Options  granted under this  Agreement  shall be
used for general corporate purposes.

     5. Certain  Taxes.  The  Optionee  authorizes  The Company to withhold,  in
accordance  with  applicable  law,  from any  Option  Shares to be issued to the
Optionee  upon  exercise by the Optionee of all or a portion of the  Options,  a
number of Option  Shares based on their fair market value equal to the amount of
any taxes that may be required to be withheld by any federal, state or local law
or  regulation as a result of the exercise of the Options.  In this regard,  the
Optionee  acknowledges and agrees that any required withholding is mandatory and
the  determination  by the Company of the fair market value of any Option Shares
on the date of  exercise  of this option  shall be final and  conclusive  in all
respects.  The Options  granted  hereunder are not intended to be a qualified or
incentive stock options under the Internal Revenue Code of 1986, as amended.

     6. Transfer of Options.  Options may be exercised only by the Optionee, his
guardian or legal representative during the Optionee's lifetime and, thereafter,
by his heirs or  executor.  Neither  these  Options nor any  portion  thereof or
interest  therein may be sold,  pledged,  assigned or  transferred in any manner
other than by will or by the laws of descent and distribution.

     7. Transfer of Option  Shares.  Unless the sale of the Option Shares to the
Optionee have been  registered  pursuant to a  Registration  Statement  declared
effective by the U.S.  Securities and Exchange  Commission,  the Optionee agrees
that the Option  Shares  acquired upon exercise of the Options shall be acquired
for his own  account  for  investment  purposes  only and not with a view to any
distribution or public offering thereof within the meaning of the Securities Act
of 1933 (the "Act") or other applicable  securities laws. Unless the sale of the
Option Shares to the Optionee have been  registered  pursuant to a  Registration
Statement declared effective by the U.S. Securities and Exchange Commission, any
stock  certificates  issued upon  exercise of this Option shall bear a legend to
the effect that the Option  Shares have been so acquired.  The Company shall not
be required to bear any expenses of compliance  with the Act,  other  applicable
securities laws or the rules and regulations of any national securities exchange
or other regulatory authority in connection with the registration, qualification
or transfer,  as the case may be, of the Options or any Option  Shares  acquired
upon the exercise thereof.  The Optionee  acknowledges that he is aware that his
right to transfer the Option Shares may be  restricted  in accordance  with Rule
144, unless such Option Shares are so registered.  The foregoing restrictions on
the transfer of the Option  Shares shall not apply if (a) The Company shall have
been furnished with an opinion of counsel  satisfactory in form and substance to
the Company to the effect that such transfer will be in compliance  with the Act
and other  applicable  securities laws, or (b) the Option Shares shall have been
duly registered in compliance with the Act and other applicable securities laws.

     8. Acceptance of Stock Option  Agreement.  The Optionee hereby approves and
accepts the terms, conditions, and provisions of this Stock Option Agreement and
agrees  to  be  bound   hereby,   and  further   agrees   that  his   executors,
administrators,  heirs,  successors,  and  assigns  shall  be bound  hereby  and
thereby.  Without  limitation  of the  foregoing,  the Optionee  hereby  agrees,
individually  and for his  executors,  administrators,  heirs,  successors,  and
assigns,  that all  decisions  or  interpretations  of the  Company  or its duly
authorized  representatives with regard to any and all aspects of this Agreement
and the administration thereof shall be binding, conclusive, and final.

     9.  Address  for  Notices.  The parties  hereto  designate  the  respective
addresses  set forth below as the addresses for receipt of any notice under this
Stock Option Agreement.

     10.  Merger,  Consolidation  or Change of Control.  In connection  with any
merger, consolidation, change in control or similar reorganization,  excluding a
public offering ("Reorganization"), the Company may in its discretion:

          a.  Negotiate a binding  agreement  whereby any acquiring or successor
     corporation  will assume the Options  then  outstanding  or  substitute  an
     equivalent option; or

          b. Authorize cash payments to Optionee equal to the difference between
     the aggregate Exercise Price of the option then outstanding irrespective of
     the Options' current exercisability and the fair market value of the Shares
     covered by the Options.  Any cash payment  which the Company may make shall
     be  made  within  sixty  (60)  days  following  the  closing  of  any  such
     transaction  and shall fully  discharge any and all obligations the Company
     may have in connection with the options.  Notwithstanding the forgoing, the
     Company  shall have no  obligation  to take any action with  respect to any
     Options in connection with a Reorganization.

     11.  Adjustments.  In the event of a stock  dividend,  stock split or other
subdivision, reverse split or consolidation or similar change in the outstanding
shares of Common  Stock or capital  structure  of the Company  (collectively,  a
"Stock  Adjustment"),  the following  shall occur  hereunder:  (i) the number of
shares of Common  Stock  reserved or  otherwise  available  for  exercise of the
Options,  shall be adjusted  proportionately  (and automatically  reduced by any
fraction resulting from such adjustment) ; and (ii) the Exercise Price per share
of  outstanding  Options shall be adjusted so that the aggregate  Exercise Price
payable  pursuant to each  outstanding  Options after the Stock Adjustment shall
equal the  aggregate  amount so payable  prior to the Stock  Adjustment.  In the
event of any dispute  concerning  such  adjustment,  the decision of the Company
shall be  conclusive,  absent  bad faith.  If a Stock  Adjustment  is made,  The
Company  shall notify  Optionee of such  adjustment  within  thirty (30) days of
making such an adjustment, which notification shall state the adjusted number of
shares of Common Stock for which a particular option is exercisable.

     12.  Use of  Services;  Successors.  Nothing  herein  confers  any right or
obligation on the Optionee to continue  rendering  services as a Director to the
Company  or shall  affect  in any way the  Optionee's  right or the right of the
Company,  as the case may be, to  terminate  the his status as a Director at any
time, subject to applicable corporation law or contract provisions.

     13. Entire Agreement.  This Agreement  constitutes the entire understanding
between the Optionee  and the  Company,  and  supersedes  all other  agreements,
whether  written or oral,  with  respect to the  acquisition  by the Optionee of
these Options and/or Option Shares.

     14. Amendment; Governing Law. Any amendment or modification hereto shall be
in  writing  and  executed  by both  parties  hereto.  This  Agreement  shall be
governed,  interpreted and construed under New York law,  excluding  however the
rules  applicable  to conflict of laws.  The  Company's  obligation  to sell and
deliver shares of Common Stock under this Agreement is subject to the compliance
with  Federal  and  applicable  state  securities  laws and the  approval of any
governmental  authority required in connection with the authorization,  issuance
or sale of such Option Shares.

     IN WITNESS WHEREOF,  the parties hereto execute this Stock Option Agreement
with the intention to be fully bound as of the date first stated above.

                              MEDIX RESOURCES, INC.

                                           Darryl R. Cohen
                                           Title: President and CEO
                                 Address:  420 Lexington Avenue, Suite 1830
1.                                         New York, New York 10170

1.1                                       Address: