EXHIBIT 4.10
                                GOHEALTH.MD, INC.
                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into
as of this 23rd day of  February,  1999,  by and between  GOHEALTH.MD,  INC.,  a
Delaware corporation (the "Company"), and Kevin O'Donnell ("Optionee").

                                   Background

         The Company  desires to grant Optionee an option to purchase  shares of
common stock of the Company.

         NOW,  THEREFORE,  in  consideration  of the premises and the  covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
adequacy of which is hereby acknowledged,  and intending to be legally bound, it
is agreed as follows:

          1. Non-Qualified Stock Options to Purchase Shares.

                  (a) Number of Option  Shares and Exercise  Price.  The Company
hereby grants to the Optionee  non-qualified  stock options (the "Options"),  to
purchase the following number of shares of the Company's common stock, par value
$0.001 per share (the "Option Shares"):

                      (i) 115,000 shares of common stock, with an exercise price
                          of $.50  per share.

                  (b) Exercise  Period.  The Options  shall be  exercisable,  in
whole or in part, at any time and from time to time during the period commencing
on the date hereof, and ending on February, 23, 2006 (the "Exercise Period").

         2.  Manner of Exercise and Terms of Payment.

                  The Options may be exercised  in whole or in part,  subject to
the  limitations  set forth in this  Agreement,  upon delivery to the Company of
timely  written  notice of exercise,  accompanied  by full payment of the Option
Price for the Option Shares with respect to which the Options are exercised. The
exercise  price may be paid by delivering a certified  check or wire transfer of
immediately  available funds to the order of the Company for the entire exercise
price.  The person  entitled to the shares so purchased shall be treated for all
purposes as the holder of such shares as of the close of business on the date of
exercise  and  certificates  for the  shares  of  stock  so  purchased  shall be
delivered to the person so entitled  within a  reasonable  time,  not  exceeding
thirty (30) days,  after such  exercise.  Unless this Option has expired,  a new
Option of like tenor and for such  number of shares as the holder of this Option
shall  direct,  representing  in the aggregate the right to purchase a number of
shares with  respect to which this Option shall not have been  exercised,  shall
also be issued to the holder of this Option within such time.

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         3.  Rights as Stockholder.   Optionee or  a permitted transferee of the
Options shall have no rights as a stockholder of the Company with respect to any
shares of common  stock  subject to such  Options  prior to his  exercise of the
Options.

         4.  Adjustment of Purchase  Price and Number of Shares.  The number and
kind of securities purchasable upon the exercise of this Option and the exercise
price shall be subject to adjustment  from time to time, as provided in Schedule
A attached hereto.

         5.  Investment Representation.

                  (a)  Optionee  represents  and  warrants to the  Company  that
Optionee is acquiring  these  Options and the Option Shares for  Optionee's  own
account for the purpose of investment and not with a view toward resale or other
distribution  thereof in violation of the 1933 Act.  Optionee  acknowledges that
the effect of the  representations  and  warranties is that the economic risk of
the  investment  in the Options and Option  Shares must be borne by the Optionee
for an indefinite  period of time.  This  representation  and warranty  shall be
deemed to be a continuing representation and warranty and shall be in full force
and effect upon such exercise of the Options granted hereby.

                  (b)  Prior  to  such  time  as the  Option  Shares  have  been
registered  under  the 1933  Act,  the  Company  shall  place a  legend  on each
certificate  for the Option Shares issued  pursuant  hereto,  or any certificate
issued in exchange  therefore,  stating that such  securities are not registered
under the 1933 Act and state  securities  laws and setting forth or referring to
the restriction on  transferability  and sale thereof imposed by the 1933 Act or
any applicable  state  securities  law, and that the holder thereof agrees to be
bound by such restrictive legend.

         6.  Exercisability.  The Options shall be exercisable only by  Optionee
during his lifetime or by his assigns,  heirs,  executors or administrators,  as
the case may be. Any assignment  hereof shall be in compliance  with  applicable
securities laws. The Options granted  hereunder and the registration  rights may
be assigned together only, but may not be separately assigned.

         7.  Definitions.

                  (a) The term  "Additional  Shares of Capital Stock" shall mean
all shares of Capital Stock issued by the Company, except those shares of Common
Stock of the  Company  issuable  upon the  exercise  of this Option or any other
shares of Common Stock issued to the Optionee.

                  (b) The term "Capital  Stock" shall mean the Company's  common
stock,  and any other stock of any class,  whether now or hereafter  authorized,
which has the right to participate in the distribution of earnings and assets of
the Company without limit as to amount or percentage.

8.  Miscellaneous.

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                  (a) Termination of Other Agreements. This Agreement sets forth
the entire understanding of the parties hereto with respect to the rights to the
registration   of  capital  stock  of  the  Company  and  supercedes  all  prior
arrangements or understandings among the parties regarding such matters.

                  (b) Notices. Any notices required hereunder shall be deemed to
be given  upon the  earlier  of the date  when  received  at,  or (i) the  third
business day after the date when sent by certified or registered  mail, (ii) the
next business day after the date sent by guaranteed  overnight courier, or (iii)
the date sent by telecopier or delivered by hand, in each case, to the addresses
set forth below:

            If to the Company:                 GoHealth.MD, Inc.
                                               2051 Springdale Road
                                               Cherry Hill, New Jersey 08003
                                               Attention:  President

            If to the Optionee:                Kevin O'Donnell
                                               19 Nottingham Road
                                               Manalapan, NJ 07726

or to such other addresses as the parties may specify in writing.

                  (c)  Amendments and Waivers.  The provisions of this Agreement
may be amended or terminated  unless in a writing signed by the Optionee and the
Company.

                  (d) Binding Effect.  This Agreement will bind and inure to the
benefit of the respective  successors  (including any successor resulting from a
merger or similar reorganization),  assigns, heirs, and personal representatives
of the parties hereto.

                  (e)  Governing Law.  This Agreement shall be governed  by  and
construed and enforced in accordance with the laws of the State of New Jersey.

                  (f) Counterparts. This Agreement may be executed in any number
of counterparts,  each of which shall be considered to be an original instrument
and to be effective as of the date first written above.  Each such copy shall be
deemed an  original,  and it shall  not be  necessary  in  making  proof of this
Agreement to produce or account for more than one such counterpart.

                  (g)  Interpretation.  Unless  the  context  of this  Agreement
clearly requires  otherwise,  (a) references to the plural include the singular,
the  singular  the  plural,  the part the whole,  (b)  references  to one gender
include all genders,  (c) "or" has the inclusive meaning  frequently  identified
with  the  phrase  "and/or"  and  (d)  "including"  has  the  inclusive  meaning
frequently  identified  with the phrase  "but not  limited  to." The section and
other headings contained in this Agreement are for

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reference  purposes only and shall not control or affect the construction of the
Agreement or the interpretation thereof in any respect.

         IN WITNESS WHEREOF, the undersigned have executed,  or have caused this
Agreement to be executed, as of the day and year first above written.

GOHEALTH.MD, INC.                                   OPTIONEE


 /s/ Leonard Vernon                                  /s/ Kevin O'Donnell

By: ________________________                        _________________________
         Leonard F. Vernon                          Kevin O'Donnell
         Chief Executive Officer


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                                   SCHEDULE A

         Adjustment of Purchase Price and Number of Shares

                  1.  Adjustment.  The number and kind of securities purchasable
upon the  exercise  of this  Option and the  Exercise  Price shall be subject to
adjustment from time to time upon the happening of certain events as follows:

                           (a) Reclassification, Consolidation or Merger. At any
time while this Option remains  outstanding  and  unexpired,  in case of (i) any
reclassification  or change of outstanding  securities issuable upon exercise of
this Option (other than a change in par value, or from par value to no par value
per  share,  or from no par  value  per  share to par  value or as a result of a
subdivision or combination of outstanding  securities issuable upon the exercise
of this Option),  (ii) any  consolidation  or merger of the Company with or into
another  corporation (other than a merger with another  corporation in which the
Company  is  a  continuing   corporation  and  which  does  not  result  in  any
reclassification or change,  other than a change in par value, or from par value
to no par value per share,  or from no par value per share to par value, or as a
result of a subdivision or combination of outstanding  securities  issuable upon
the  exercise  of this  Option),  or  (iii)  any  sale or  transfer  to  another
corporation of the property of the Company as an entirety or substantially as an
entirety, the Company, or such successor or purchasing corporation,  as the case
may be, shall without payment of any additional consideration therefor,  execute
a new Option  providing  that the holder of this Option  shall have the right to
exercise such new Option (upon terms not less favorable to the holder than those
then  applicable to this Option) and to receive upon such  exercise,  in lieu of
each share of Common Stock  theretofore  issuable  upon exercise of this Option,
the kind and  amount of shares of stock,  other  securities,  money or  property
receivable upon such reclassification,  change,  consolidation,  merger, sale or
transfer. Such new Option shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to
successive  reclassifications,   changes,  consolidations,  mergers,  sales  and
transfers.

                           (b) Subdivision or  Combination  of Shares.   If  the
Company at any time while this Option remains  outstanding and unexpired,  shall
subdivide  or  combine  its  Capital   Stock,   the  Exercise   Price  shall  be
proportionately  reduced,  in case of  subdivision  of  such  shares,  as of the
effective  date of such  subdivision,  or, if the Company shall take a record of
holders  of its  Capital  Stock for the  purpose of so  subdividing,  as of such
record date, whichever is earlier, or shall be proportionately increased, in the
case  of  combination  of  such  shares,  as  of  the  effective  date  of  such
combination,  or, if the  Company  shall take a record of holders of its Capital
Stock for the purpose of so  combining,  as of such record  date,  whichever  is
earlier.

                           (c) Stock Dividends.  f the Company at any time while
this Option is outstanding  and unexpired  shall pay a dividend in shares of, or
make other distribution of shares of, its Capital Stock, then the Exercise Price
shall be adjusted, as of the date the Company shall take a record of the holders
of its Capital Stock for the purpose of receiving such dividend or other

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distribution  (or if no such record is taken,  as at the date of such payment or
other distribution),  to that price determined by multiplying the exercise price
in effect  immediately prior to such payment or other distribution by a fraction
(a) the  numerator of which shall be the total number of shares of Capital Stock
outstanding  immediately  prior to such  dividend or  distribution,  and (b) the
denominator  of which  shall be the total  number of  shares  of  Capital  Stock
outstanding  immediately after such dividend or distribution.  The provisions of
this subsection 1(c) shall not apply under any of the circumstances for which an
adjustment is provided in subsection 1(a) or 1(b).

                           (d) Liquidating Dividends, Etc. If the Company at any
time while this Option is outstanding  and unexpired makes a distribution of its
assets to the holders of its Capital  Stock as a dividend in  liquidation  or by
way of return of capital or other than as a dividend  payable out of earnings or
surplus legally available for dividends under applicable law or any distribution
to such holders made in respect of the sale of all or  substantially  all of the
Company's  assets  (other  than  under  the  circumstances  provided  for in the
foregoing  subsections  (a) through  (c)),  the holder of this  Option  shall be
entitled  to receive  upon the  exercise  hereof,  in  addition to the shares of
Common  Stock  receivable  upon  such  exercise,  and  without  payment  of  any
consideration  other  than the  exercise  price,  an amount in cash equal to the
value of such distribution per share of Common Stock multiplied by the number of
shares of Common  Stock  which,  on the record date for such  distribution,  are
issuable  upon  exercise of this Option (with no further  adjustment  being made
following any event which causes a subsequent adjustment in the number of shares
of Common Stock issuable upon the exercise hereof), and an appropriate provision
therefor  should  be  made a part  of any  such  distribution.  The  value  of a
distribution  which is paid in other than cash shall be determined in good faith
by the Board of Directors.

                  2. Notice of  Adjustments.  Whenever any of the exercise price
or the  number of shares of  Common  Stock  purchasable  under the terms of this
Option at that  exercise  price shall be adjusted  pursuant to Section 1 hereof,
the Company shall promptly make a certificate  signed by its President or a Vice
President  and by its  Treasurer  or  Assistant  Treasurer  or its  Secretary or
Assistant Secretary,  setting forth in reasonable detail the event requiring the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  (including a  description  of the basis on which the  Company's
Board of Directors made any determination hereunder), and the exercise price and
number of shares of Common Stock purchasable at that exercise price after giving
effect to such  adjustment,  and shall promptly cause copies of such certificate
to be mailed (by first class and postage  prepaid ) to the registered  holder of
this Option.

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