EXHIBIT 4.5

                                GOHEALTH.MD, INC.
                             STOCK OPTION AGREEMENT

                  THIS STOCK OPTION  AGREEMENT  (this  "Agreement")  is made and
entered into as of this 26th day of May, 1999, by and between GOHEALTH.MD, INC.,
a Delaware corporation (the "Company"), and Gary Crooks ("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:

     4.  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)  2,500 shares of common stock,with an exercise price of
                          $.50 per share.

                     (ii)  2,500 shares of common stock,  with an exercise price
                           of $1.00  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 May 26, 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

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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.

     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. Piggyback Registrations.

                  (a) Right to  Piggyback.  At any time after the first to occur
of the date (i) a registration statement covering the Initial Public Offering of
the  Company's  securities  shall  become  effective  or (ii)  upon the  Company
becoming a reporting  company under Section 12 of the Securities Act of 1934, as
amended  whenever the Company  proposes to register any of its securities  under
the 1933 Act (other than a registration  on Form S-4 or S-8 or such  replacement
form), and the registration  form to be used may be used for the registration of
Registrable  Securities  (a  "Piggyback  Registration"),  the Company  will give
prompt  written  notice  to the  Optionee  and will  include  in such  Piggyback
Registration,  subject  to the  allocation  provisions  below,  all  Registrable
Securities  of Optionee  with respect to which the Company has received  written
requests for inclusion  within fifteen (15) days after the Company's  mailing of
such notice.

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                  (b) Piggyback  Expenses.  In all Piggyback Registrations,  the
Company will pay all of the Registration Expenses.

                  (c) Priority on Registrations.  If a Piggyback Registration is
initiated as an underwritten primary or secondary  registration on behalf of the
Company or holders of the Company's  securities,  and the managing  underwriters
advise the  Company in writing  that in their  reasonable  opinion the number of
securities requested to be included in such registration exceeds the number that
can be sold in such offering,  at a price reasonably  related to fair value, the
Company  may  limit  the  number  of  Registrable  Securities  included  in such
registration.

                  (d) Selection of Underwriters.  If any Piggyback  Registration
is  underwritten,  the selection of investment  banker(s) and manager(s) and the
other decisions regarding the underwriting arrangements for the offering will be
made by the Company.

                  (e)  Continuing  Obligations.   The Company's agreements  with
respect  to the  registration  of the  Option  Shares  in this  Section  8 shall
continue in effect regardless of the exercise and surrender of the Option.

     8. Registration Procedures.

                  Whenever  the  Optionee  has  requested  that any  Registrable
Securities be registered  pursuant to Section 7 of this  Agreement,  the Company
will, as expeditiously as possible:

                  (a)  prepare  and  file  with  the   Securities  and  Exchange
Commission a registration  statement with respect to such Registrable Securities
and use its best  reasonable  efforts to cause such  registration  statement  to
become effective as promptly as practical;

                  (b)  prepare  and  file  with  the   Securities  and  Exchange
Commission such amendments and  supplements to such  registration  statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
registration statement effective for a period of not less than 90 days;

                  (c) furnish to each Selling Holder such  reasonable  number of
copies of such registration statement, each amendment and supplement thereto and
the  prospectus  included  in  such  registration   statement   (including  each
preliminary prospectus and any term sheet associated therewith),  and such other
documents as such Optionee may  reasonably  request in order to  facilitate  the
disposition of the Registrable Securities owned by each seller;

                  (d) use its best  reasonable  efforts to  register  or qualify
such Registrable Securities under such other securities or blue sky laws of such
states as the managing underwriter(s) may reasonably request, or if the offering
is not underwritten in New York, New Jersey and Pennsylvania.

                  (e) notify each  Selling  Holder at any time when a prospectus
relating  thereto  is  required  to be  delivered  under the 1933 Act within the
period that the Company is required to keep the registration statement effective
of the  happening of any event as a result of which the  prospectus  included in
such registration  statement,  together with any associated term sheet, contains
an untrue  statement of a material fact or omits and fact  necessary to make the
statement  therein not misleading,  and, at the request of any such seller,  the
Company will prepare a supplement  or amendment to such  prospectus  so that, as
thereafter

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delivered to the purchasers of such Registrable Securities, such prospectus will
not  contain an untrue  statement  of a material  fact or omit to state any fact
necessary to make the statement therein not misleading;

                  (f)  cause  all such  Registrable  Securities  to be listed or
included on each national  securities  exchange,  if any, or on the NASDAQ Stock
Market, on which the other outstanding shares of Common Stock of the Company are
then listed;

                  (g)  provide  a  transfer  agent  and  registrar  for all such
Registrable  Securities not later than the effective  date of such  registration
statement;

                  (h)  enter  into  such  customary  agreements   (including  an
underwriting  agreement in customary form) and take such other customary actions
as may be reasonably necessary to expedite or facilitate the disposition of such
Registrable Securities;

                  (i) obtain a "comfort"  letter  addressed  to the Company from
its independent  public  accountants in customary form and covering such matters
of the type customarily covered by "comfort" letters; and

                  (j)  make  available  for  inspection  by  the  Optionee,  any
underwriter  participating  in any  disposition  pursuant  to such  registration
statement,  and any  attorney,  accountant  or other agent  retained by any such
seller, or any underwriter, all financial and other records, pertinent corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors and employees to supply all  information  reasonably  requested by any
such seller or any such underwriter, attorney, accountant or agent in connection
with such registration statement.

         9.  Indemnification.

                  (a) The Company hereby indemnifies, to the extent permitted by
law, each Holder and their respective officers, directors, employees and agents,
if any,  and each person who controls any of them within the meaning of the 1933
Act  (each,  an  "indemnified  Party")  against  all  losses,  claims,  damages,
liabilities and expenses  arising out of or resulting from any untrue or alleged
untrue  statement  of material  fact  contained in any  registration  statement,
prospectus or preliminary prospectus or associated term sheet or any omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances  in  which  made  except  insofar  as the same  are  caused  by or
contained  in any  information  furnished  in  writing  to the  Company  by such
Indemnified  Party  expressly  for use  therein  or by any  Indemnified  Party's
failure to deliver a copy of the  registration  statement or  prospectus  or any
amendments  or  supplements   thereto  after  the  Company  has  furnished  such
Indemnified  Party with a sufficient number of copies of the same. In connection
with an  underwritten  offering,  the Company will  indemnify the  underwriters,
their  officers and  directors,  and each person who controls such  underwriters
(within the  meaning of the 1933 Act) to the same extent as provided  above with
respect to the indemnification of any Indemnified Party.

                  (b) In connection with any  registration  statement in which a
Selling Holder is participating, each such Holder will furnish to the Company in
a timely manner in writing such  information  as is reasonably  requested by the
Company  for use in any  such  registration  statement  or  prospectus  and will
indemnify,  to the extent  permitted  by law,  the Company,  its  directors  and
officers and each person who

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controls  the Company  (within the meaning of the 1933 Act)  against any losses,
claims,  damages,  liabilities and expenses resulting from any untrue or alleged
untrue  statement  of material  fact or any  omission  or alleged  omission of a
material fact required to be stated in the registration  statement or prospectus
or any  amendment  thereof  or  supplement  thereto  or  necessary  to make  the
statements  therein  not  misleading,  but only to the extent  that such  untrue
statement  or omission is contained  in  information  so furnished in writing by
such  Holder  specifically  for use in  preparing  the  registration  statement.
Notwithstanding  the  foregoing,  the  liability of a Selling  Holder under this
Section 9(b) shall be limited to an amount  equal to the net  proceeds  actually
received by the Selling Holder from the sale of Registrable  Securities  covered
by the registration statement.

                  (c) Any person entitled to indemnification  hereunder will (i)
give prompt notice to the indemnifying  party of any claim with respect to which
it seeks  indemnification  and (ii) unless in such indemnifying  party's counsel
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties  may  exist  with  respect  to  such  claim,  permit  such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory to the indemnified  party.  Any failure to give prompt notice shall
deprive a party of its right to  indemnification  hereunder  only to the  extent
that such failure shall have adversely  affected the indemnifying  party. If the
defense of any claim is assumed,  the indemnifying  party will not be subject to
any liability for any settlement made without its consent (but such consent will
not be unreasonably  withheld).  An indemnifying  party who is not entitled,  or
elects not, to assume the  defense of a claim will not be  obligated  to pay the
fees and expenses or more than one counsel for all parties  indemnified  by such
indemnifying  party  with  respect  to  such  claim,  unless  in the  reasonable
judgement  of any  indemnified  party's  counsel a conflict of  interest  exists
between such indemnified party and any other of such  indemnifying  parties with
respect to such claim.

         10.  Participation in Underwritten Registrations.

         The  Optionee  may not  participate  in any  underwritten  registration
hereunder  unless he (i) agrees to sell his  securities on the basis provided in
any  underwriting  arrangements  approved by the persons  entitled  hereunder to
approve such  arrangements  under Section 7(e),  and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

         11.  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.

                  (c) The term "Initial Public  Offering" means the first public
offering under the 1933 Act of any of the Company's equity securities.

                  (d) The term  "Registrable  Securities"  means (i) the  Common
Stock issuable upon the exercise of the Options and (ii) any  securities  issued
or to be issued with respect to the securities referred

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to  above by way of a stock  dividend  or stock  split or in  connection  with a
combination  of  shares,   recapitalization,   merger,  consolidation  or  other
reorganization.  As to any particular  Registrable  Securities,  such securities
will  cease  to be  Registrable  Securities  when  they  have  been  effectively
registered   under  the  1933  Act  and  disposed  of  in  accordance  with  the
registration statement covering them.

                  (e)  The  term  "Registration  Expenses"  means  all  expenses
incident to the  Company's  performance  of or compliance  with this  Agreement,
including without limitation all registration and filing fees, fees and expenses
of  compliance  with  securities  or blue sky laws  (in such  states  reasonably
determined by the Company), printing expenses,  messenger and delivery expenses,
expenses and fees for listing the  securities  to be  registered on exchanges or
electronic  quotation systems on which similar  securities issued by the Company
are then listed,  and fees and disbursements of counsel for the Company (but not
Optionee's  counsel)  and  of  all  independent  certified  public  accountants,
underwriters (other than Underwriting Commissions) and other persons retained by
the Company.

                  (f) The term "Underwriting Commissions" means all underwriting
discounts or commissions relating to the sale of securities of the Company.

         12. Rule 144 Reporting.  With a view to making available to the Holders
the  benefits  of  certain  rules and  regulations  of the U.S.  Securities  and
Exchange  Commission (the "SEC") which may permit the sale of the Options or the
shares  underlying the Options to the public without  registration,  at any time
after  the  first to occur of the date (i) a  registration  statement  under the
Securities Act covering the Initial Public Offering of the Company's  securities
shall become  effective,  or (ii) upon the Company becoming a reporting  company
under Section 12 of the Securities Exchange Act of 1934, as amended, the Company
agrees to: (a) make and keep public  information  available,  as those terms are
understood  and defined in Rule 144 under the 1933 Act; (b) file with the SEC in
a timely  manner all reports and other  documents  required of the Company under
the 1993  Act and the  Securities  Exchange  Act of 1934,  as  amended;  and (c)
furnish to Optionee upon its written request a written  statement by the Company
as to its compliance with the public information  requirements of Rule 144 and a
copy of the most recent annual or quarterly report of the Company.

         13.  Miscellaneous.

                  (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:

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

                           If to the Optionee:     Gary Crooks
                                                   7100 West Camino
                                                   Boca Raton, FL 33433

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 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



By:      /s/ Leonard F. Vernon                                 /s/ Gary Crooks
         -----------------------------                        ---------------
         Leonard F. Vernon                                    Gary Crooks
         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. If 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
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

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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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