Exhibit
      4.3

    


    


    STOCK
      OPTION AGREEMENT

    


    


    AGREEMENT
      made the
      4th
      day of
      November, 2005 between Netsmart
      Technologies, Inc.,
      a
      Delaware corporation, (hereinafter called the "Company") and «Name» (hereinafter
      called the "Optionee").

    


    W
      I T N ES S E T H:

    


    Whereas,
      the
      Company, CMHC Systems, Inc.(“CMHC”), Hayes Acquisition Corp. (“Hayes”) and,
      solely in the capacity of and for the purpose of serving as security holders’
representative, John Paton, entered into a Merger Agreement dated as of
      September 20, 2005, pursuant to which, through the merger of Hayes with and
      into
      CMHC, the Company has acquired (the AAcquisition@)
      CMHC;
      and

    


    Whereas,
      the
      Optionee was an employee of CMHC, and the Company is desirous of inducing or
      encouraging the Optionee to continue to remain in the employ of CMHC after
      the
      Acquisition by offering the Optionee certain incentives or rewards to do so;
      and

    


    Whereas,
      the
      Board of Directors of the Company has determined that Optionee is eligible
      for,
      and should be granted an option as hereinbelow provided, and Optionee desires
      to
      have such option;

    


    Now,
      Therefore,
      in
      consideration of the premises and the mutual covenants hereinafter set forth,
      the parties hereto agree as follows:

    


    1. Grant
      and Exercise of Option.
      The
      Company hereby grants to Optionee an option to purchase a total of
      _________(_____)shares of the authorized and unissued Common Stock of the
      Company, having a par value of $.01 per share, at the price of $14.77 per share,
      upon and subject to the following terms and conditions:

    


    (a) The
      within option may be exercised on or before November 3, 2015 (the "Expiration
      Date") and, within such period, only at the following times and in the following
      amounts:

    


    (i)
      After
      the expiration of one (1) year from the date of this Agreement, the option
      may
      be exercised to the extent of not more than THIRTY-THREE AND ONE-THIRD (33
      1/3%)
      PERCENT of the shares granted in Paragraph 1 hereof; 

    


    (ii)
      After the expiration of two (2) years from the date of this Agreement, the
      option may be exercised to the extent of not more than SIXTY-SIX AND TWO-THIRDS
      (66 2/3%) PERCENT of the shares granted in Paragraph 1 hereof;

    


    (iii)
      After the expiration of three(3) years from the date of this Agreement, the
      option may be exercised to the extent of not more than ONE HUNDRED (100%)
      PERCENT of the shares granted in Paragraph 1 hereof.

    


    (b) The
      right
      to exercise set forth in Paragraph 1(a)(i), (ii) and (iii) shall, at the option
      of the Board of Directors, be accelerated to provide for immediate exercise
      in
      the event of a change in control of the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (1) For
      purposes of this Agreement, a change in control of the Company, or in any person
      directly or indirectly controlling the Company, shall mean:

    


    (i) a
      change
      in control as such term is presently defined in Regulation 240.12b-2 under
      the
      Securities and Exchange Act of 1934; or 

    


    (ii) if
      any
Aperson@
      (as such
      term is used in Section 13(d) and 14(d) of the Exchange Act) other than the
      Company or any Aperson@
      who on
      the date of this Agreement is a director or officer of the Company, becomes
      the
Abeneficial
      owner@
      (as
      defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of
      securities of the Company representing twenty (20%) percent of the voting power
      of the Company=s
      then
      outstanding securities; or

    


    (iii) if
      during
      any period of two (2) consecutive years during the term of this Agreement,
      individuals who at the beginning of such period constitute the Board of
      Directors, cease for any reason to constitute at least a majority thereof,
      unless the election of each director who is not a director at the beginning
      of
      such period has been approved in advance by directors representing at least
      two-third (2/3) of the directors then in office who were directors at the
      beginning of the period.

    


    (2) Notwithstanding
      the foregoing, this paragraph shall have no applicability to any change of
      control as defined hereunder in the event that:

    


    (i)
       a
      majority of the Board of Directors in office immediately prior to the event
      or
      events resulting in the change of control determine that such change is in
      the
      best interests of the Company; or

    


    (ii) a
      majority of the Board of Directors in office immediately prior to the event
      or
      events resulting in the change of control determine that such change is not
      in
      the best interests of the Company; and thereafter Employee cooperates, assists
      or acts, directly or indirectly, on behalf of or in connection with the party
      seeking to acquire control of the Company; it being expressly understood and
      agreed that in the event the within option is not exercised on or before the
      Expiration Date, as to any part or all of the shares which may be purchased
      under the option, the right to purchase such shares shall completely
      lapse;

    


    (c) Each
      exercise of the within option shall be by delivery to the Company, at its then
      principal office (attention of the Secretary) of written notice stating the
      number of shares to be purchased, accompanied by payment in full of the option
      price of such shares. The option price shall be payable in United States dollars
      in cash or by certified check, bank draft, postal or express money order;
      provided, however, that in lieu of payment in full in cash, the Optionee may,
      with the approval of the Board of Directors, exercise his option by tendering
      to
      the Company shares of the Company's Common Stock owned by him and having a
      fair
      market value (as determined by the Board of Directors in its absolute
      discretion) equal to the cash exercise price (or the balance thereof) applicable
      to his option.

    


    (d) In
      the
      event of each exercise of the within option, the Company shall deliver to the
      Optionee, personally or at the Optionee=s
      designated address, as soon as practicable, a certificate made out to the
      Optionee for the number of shares being purchased.

    


    2.
       Non-Transferability
      of Option.
      The
      option granted under this Agreement shall not be transferred otherwise than
      by
      will or the laws of descent and distribution and shall be exercisable during
      Optionee's lifetime only by the Optionee. No option granted hereunder shall
      be
      subject to execution, attachment, pledge, hypothecation, or other
      process.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.
       Death,
      Retirement and Termination of Employment.
      Any
      Option, the period of which has not expired, shall terminate at the time of
      death of the Optionee, or at the time of retirement or termination for any
      reason of such person's employment or service, including service as a
      consultant, and no share of Common Stock may thereafter be delivered pursuant
      to
      such Option, except that:

    


    (a)
      Upon
      retirement or termination of employment or service (other than by death,
      disability, retirement or termination for cause), an Optionee may within three
      (3) months after the date of such retirement or termination, purchase all or
      part of the shares with respect to which the Option was exercisable on the
      date
      of such termination, in accordance herewith, but in no event after the
      Expiration Date; 

    


    (b)
      Upon
      the termination of employment or service for cause, this Option shall
      immediately terminate. For purposes of this Section, Acause@
      shall
      mean (i) willful disregard of duties and/or gross insubordination, (ii) habitual
      absence from employment,(iii) the commission of fraud, misrepresentation or
      embezzlement; or (iv) as defined in any employment agreement between the Company
      or any affiliate of the Company and the Optionee;

    


    (c)
      Upon
      the "disability" or retirement of any Optionee, the Optionee may within one
      (1)
      year after the date of such termination of employment, but in no event after
      the
      Expiration Date, purchase all or part of the shares with respect to which the
      Option was exercisable on the date of such termination. For purposes of this
      section, the term "disability" shall mean a physical or mental disability as
      defined in Section 105 of the Internal Revenue Code of 1986, as amended;


    


    (d)
      Upon
      the death of the Optionee during his employment or within one (1) year after
      termination due to Adisability@,
      the
      person or persons to whom such Optionee's rights under the Option are
      transferred by will or the laws of descent and distribution may, within one
      (1)
      year after the date of such Optionee's death, but in no event after the
      Expiration Date, purchase all of the shares subject to this Option, including
      any shares for which the Option was not yet exercisable on the date of death.
      Upon the death of the Optionee within three (3) months after any termination
      of
      employment under clause 3(a) of this Option, the person or persons to whom
      such
      Optionee=s
      rights
      under the Option are transferred by will or the laws of descent and distribution
      may, within one (1) years after the date of such Optionee=s
      death,
      but in no event after the Expiration Date, purchase all or any part of the
      shares with respect to which the Option was exercisable on the date of
      termination of employment or service in accordance herewith.

    


    4.
       Dilution
      and Other Adjustments. In
      the
      event that there is any change in the stock subject to the within option through
      merger, consolidation or reorganization, or in the event of any dividend in
      stock of the same class to holders of issued and outstanding stock of the same
      class, or the issuance to the holders of such stock of rights to subscribe
      to
      stock of the same class, or in the event of any split, combination or exchange
      of stock or other change in the capital structure of the Company, the Board
      of
      Directors of the Company shall make such adjustments in the within option as
      it
      may deem equitable to prevent dilution or enlargement of the rights granted
      to
      the Optionee hereunder, and such adjustments, when so made, shall be conclusive
      and binding on the parties to this Agreement; and provided, further, that
      nothing herein shall be construed as limiting or preventing the Company from
      exercising any right or power to make or enter into adjustments,
      reclassifications, reorganizations, or changes in its capital or business
      structure or to merge, consolidate or dissolve or to sell or transfer all or
      any
      part of its business or assets.

    


    5. Registration.

    


    The
      Company shall cause a Registration Statement on Form S-8 covering the Shares
      of
      the Common Stock of the Company issuable upon the exercise of the Option granted
      hereunder to be filed with the Securities and Exchange Commission and to become
      effective under the Securities Act of 1933, as amended, prior to the first
      anniversary date of this Agreement; provided, however, that if the Company
      is
      not permitted for any reason to register such Common Stock pursuant to a
      Registration Statement on Form S-8, the Company shall use its best efforts
      to
      cause a Registration Statement on Form S-3 covering the Common Stock to be
      filed
      with the Securities and Exchange Commission and to become effective under the
      Securities Act of 1933, as amended, prior to the first anniversary date of
      this
      Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.
        Requirements
      of Law.

    


    (a) If
      any
      law, regulation of the Securities and Exchange Commission, or any regulation
      of
      any other commission or agency having jurisdiction shall require the Company
      or
      the Optionee to take any action with respect to the shares of stock to be
      acquired upon the exercise of the within option, then the date upon which the
      Company shall deliver or cause to be delivered the certificate or certificates
      for the shares of stock shall be postponed until full compliance has been made
      with all such requirements of law or regulation.

    


    (b) Neither
      the Optionee nor any person or persons referred to in Paragraph 3 above, as
      the
      case may be, shall be, or shall be deemed to be, a holder of any shares subject
      to the within option unless and until certificates for such shares are delivered
      to him or them in accordance with this Agreement, and no certificates may be
      delivered until the shares represented thereby are paid in full.

    


    7.
        Purchase
      for Investment.
      The
      Optionee represents, on behalf of himself and the person or persons referred
      to
      in Paragraph 3 above, that any shares of the Company purchased pursuant to
      this
      Agreement will be acquired in good faith for investment and not for resale
      or
      distribution, and Optionee on behalf of himself and said person or persons,
      agrees that each notice of the exercise of the within option shall contain
      or be
      accompanied by a representation in writing signed by him or said person or
      persons, as the case may be, in form satisfactory to the Company, that the
      shares of the Company to be purchased pursuant to such notice are being so
      acquired and will not be sold except in compliance with applicable securities
      laws. The requirements of this Paragraph 7 may be waived by the Company if
      the
      Company shall have received an opinion of its counsel that such representation
      is not required.

    


    8.
        Acknowledgment.
      Optionee
      represents that he has read and understands the terms and conditions of this
      Agreement and agrees to be bound thereby.

    


    


    In
      Witness Whereof,
      the
      parties hereto have duly executed this Agreement as of the day and year first
      above written.

    


    
      	 	
              NETSMART
                TECHNOLOGIES, INC.

            
	 	 
	 	
              By:
                ___________________________

            
	 	 
	 	__________________________
	 	
              _______________,
                Optionee