Exhibit 10.4 Form of Option (Non-Qualified)


    
      

    

    
      

    

    Exhibit
      10.4 Form of option (Non-Qualified)

     

      THE
        SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE
        UNITED STATES
        SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933,
        AS
        AMENDED (THE “1933 ACT”), AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS
        DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED
        FOR
        SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
        UNDER THE 1933 ACT. 

       

      CHEMBIO
        DIAGNOSTICS, INC. 

       

      STOCK
        OPTION AGREEMENT

      (Directors’
        Non-Qualified Stock Option)

       

      THIS
        STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of the
        _____________ day
        of
        _____________, ______________
        by and
        between Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and
_________________
        (the
“Optionee”).

       

      WITNESSETH:

       

      WHEREAS,
        the Optionee has received a non-qualified option to purchase shares of the
        Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant
        to the Company’s 1999 Stock Option Plan (the “Plan”) in order to provide the
        Optionee with an opportunity for investment in the Company and additional
        incentive to pursue the success of the Company, and this option is to be
        for the
        number of shares, at the price per share and on the other terms and conditions
        set forth in this Agreement; and

       

      WHEREAS,
        the Optionee desires to receive an option on the terms and conditions set
        forth
        in this Agreement.

      NOW,
        THEREFORE, the parties agree as follows:

       

      1. Grant
        Of Option.
        The
        Company hereby grants to the Optionee the right and option (the “Option”) to
        purchase all or any part of an aggregate of ______________
        (________________)
        shares of the authorized and unissued Common Stock (the “Option Shares”)
        pursuant to the terms and conditions set forth in this Agreement and the
        Plan.
        In the event that the terms and conditions in this Agreement are inconsistent
        with the terms and conditions in the Plan, the terms and conditions in the
        Plan
        shall control.

       

      2. Option
        Price.
        At any
        time that shares are to be purchased pursuant to the Option, the purchase
        price
        for each Option Share shall be $________
        (the
“Option Price”), subject to adjustment as provided in this
        Agreement.

       

      3. Exercise
        Period.
        Unless
        terminated earlier as provided in this Agreement, each portion of the Option
        will expire and terminate, if not exercised sooner, at 5:00pm, New York City,
        New York time, on the date hereof. Notwithstanding the foregoing, to the
        extent
        not earlier terminated, the Option shall terminate three months after the
        date
        the Optionee no longer serves on the Board of Directors of the
        Company.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4. Vesting
        of Option. _________________
        of the
        Options (the right to purchase ________________ Option Shares) shall be
        immediately exercisable and __________________
        of the
        Options shall become exercisable on _____________
        of each
        of __________ and _____________.

       

      5. Exercise
        Of Option.

       

      (a) The
        Option may be exercised in whole or in part by delivering to the Treasurer
        of
        the Company (i) a Notice And Agreement Of Exercise Of Option, substantially
        in
        the form attached hereto as Exhibit
        A,
        specifying the number of Option Shares with respect to which the Option is
        exercised, and (ii) full payment of the Option Price for such shares.
        Payment shall be made by certified check or cleared funds. The Option may
        not be
        exercised in part unless the purchase price for the Option Shares purchased
        is
        at least $1,000 or unless the entire remaining portion of the Option is being
        exercised.

       

      (b) Promptly
        upon receipt of the Notice And Agreement Of Exercise Of Option together with
        the
        full payment of the Option Price, the Company shall deliver to the Optionee
        a
        properly executed certificate or certificates representing the Option Shares
        being purchased.

       

      6. Withholding
        Taxes.
        The
        Company may take such steps as it deems necessary or appropriate for the
        withholding of any taxes which the Company is required by any law or regulation
        or any governmental authority, whether federal, state or local, domestic
        or
        foreign, to withhold in connection with the Option, including, but not limited
        to, the withholding of all or any portion of any payment owed by the Company
        to
        the Optionee or the withholding of issuance of Option Shares to be issued
        upon
        the exercise of the Option.

       

      7. Securities
        Laws Requirements.
        No
        Option Shares shall be issued unless and until, in the opinion of the Company,
        there has been full compliance with, or an exemption from, any applicable
        registration requirements of the Securities Act of 1933, as amended (the
“1933
        Act”), any applicable listing requirements of any securities exchange on which
        stock of the same class has been listed, and any other requirements of law
        or
        any regulatory bodies having jurisdiction over such issuance and delivery,
        or
        applicable exemptions are available and have been complied with. Pursuant
        to the
        terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that
        shall
        be delivered to the Company upon each exercise of the Option, the Optionee
        shall
        acknowledge, represent, warrant and agree as follows:

       

      (a) Optionee
        is acquiring the Option Shares for investment purposes only and the Option
        Shares that Optionee is acquiring will be held by Optionee without sale,
        transfer or other disposition for an indefinite period unless the transfer
        of
        those securities is subsequently registered under the federal securities
        laws or
        unless exemptions from registration are available;

       

      (b) Optionee’s
        overall commitment to investments that are not readily marketable is not
        disproportionate to Optionee’s net worth and Optionee’s investment in the Option
        Shares will not cause such overall commitments to become excessive;

       

      (c) Optionee’s
        financial condition is such that Optionee is under no present or contemplated
        future need to dispose of any portion of the Option Shares to satisfy any
        existing or contemplated undertaking, need or indebtedness; 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (d) Optionee
        has sufficient knowledge and experience in business and financial matters
        to
        evaluate, and Optionee has evaluated, the merits and risks of an investment
        in
        the Option Shares;

       

      (e) The
        address set forth on the signature page to this Agreement is Optionee’s true and
        correct residence, and Optionee has no present intention of becoming a resident
        of any other state or jurisdiction;

       

      (f) Optionee
        confirms that all documents, records and books pertaining to an investment
        in
        the Option and the Option Shares that have been requested by Optionee have
        been
        made available or delivered to Optionee. Without limiting the foregoing,
        Optionee has received and reviewed the Company’s periodic reports as filed with
        the Securities and Exchange Commission, and Optionee has had the opportunity
        to
        discuss the acquisition of the Option and the Option Shares with the Company,
        and Optionee has obtained or been given access to all information concerning
        the
        Company that Optionee has requested;

       

      (g) Optionee
        has had the opportunity to ask questions of, and receive the answers from,
        the
        Company concerning the terms of the investment in the Option Shares and to
        receive additional information necessary to verify the accuracy of the
        information delivered to Optionee, to the extent that the Company possesses
        such
        information or can acquire it without unreasonable effort or
        expense;

       

      (h) Optionee
        understands that the Options have not been, and the Option Shares issuable
        upon
        exercise of the Options will not be, registered under the 1933 Act or any
        state
        securities laws in reliance on an exemption for private offerings, and no
        federal or state agency has made any finding or determination as to the fairness
        of this investment or any recommendation or endorsement of the sale of the
        Option Shares;

       

      (i) The
        Option Shares that Optionee is acquiring will be solely for Optionee’s own
        account, for investment, and are not being purchased with a view to or for
        the
        resale, distribution, subdivision or fractionalization thereof. Optionee
        has no
        agreement or arrangement for any such resale, distribution, subdivision or
        fractionalization thereof;

       

      (j) Optionee
        acknowledges and is aware of the following:

       

      (i) The
        Company has a history of losses. The Option Shares constitute a speculative
        investment and involve a high degree of risk of loss by Optionee of Optionee’s
        total investment in the Option Shares.

       

      (ii) There
        are
        substantial restrictions on the transferability of the Option Shares. The
        Option
        is not transferable except by will or the laws of descent and distribu-tion,
        and
        any attempt to do so shall void the Option. The Option Shares cannot be
        transferred, pledged, hypothecated, sold or otherwise disposed of unless
        they
        are registered under the 1933 Act or an exemption from such registration
        is
        available and established to the satisfaction of the Company; investors in
        the
        Company have no rights to require that the Option Shares be registered; there
        is
        no right of presentment of the Option Shares and there is no obligation by
        the
        Company to repurchase any of the Option Shares; and, accordingly, Optionee
        may
        have to hold the Option Shares indefinitely and it may not be possible for
        Optionee to liquidate Optionee’s investment in the Company.

       

      (iii) Unless
        the issuance of the Option Shares is registered, each certificate issued
        representing the Option Shares shall be imprinted with a legend that sets
        forth
        a description of the restrictions on transferability of those securities,
        which
        legend will read substantially as follows:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
        THE
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES
        ACT
        OF 1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT
        TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE
        OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE 1933 ACT.”

       

      The
        restrictions described in this Section 6, or notice thereof, may be placed
        on
        the certificates representing the Option Shares purchased pursuant to the
        Option, and the Company may refuse to issue the certificates or to transfer
        the
        shares on its books unless it is satisfied that no violation of such
        restrictions will occur.

       

      8. Adjustment
        By Stock Split, Stock Dividend, Etc.
        If at
        any time the Company increases or decreases the number of its outstanding
        shares
        of common stock, or changes in any way the rights and privileges of such
        shares,
        by means of the payment of a stock dividend or the making of any other
        distribution on such shares payable in its common stock, or through a stock
        split or subdivision of shares, or a consolidation or combination of shares,
        or
        through a reclassification or recapitalization involving its common stock,
        the
        numbers, rights and privileges of the shares of common stock included in
        the
        Option shall be in-creased, decreased or changed in like manner as if such
        shares had been issued and outstanding, fully paid and nonassessable at the
        time
        of such occurrence and the Option Price shall be correspondingly decreased,
        increased or otherwise changed. Whenever the number or kind of shares comprising
        the Option Shares or the Option Price is adjusted, the Company shall promptly
        give written notice to each holder of record of the outstanding Options,
        stating
        that such an adjustment has been effected and setting forth the number and
        kind
        of shares purchasable and the amount of the then-current Option Price, and
        stating in reasonable detail the facts requiring such adjustment and the
        calculation of such adjustment. 

       

      9. Reorganization
        And Reclassification.
        In case
        of any capital reorganization or any reclassification of the capital stock
        of
        the Company while the Options remain outstanding, the holder of the Options
        shall thereafter be entitled to purchase pursuant to the Options (in lieu
        of the
        kind and number of shares of Common Stock comprising Option Shares that such
        holder would have been entitled to purchase or acquire immediately before
        such
        reorganization or reclassification) the kind and number of shares of stock
        of
        any class or classes or other securities or property for or into which such
        shares of Common Stock would have been exchanged, converted, or reclassified
        if
        the Option Shares had been purchased immediately before such reorganization
        or
        reclassification. In case of any such reorganization or reclassification,
        appropriate provision (as determined by resolutions of the Board of Directors
        of
        the Company) shall be made with respect to the rights and interest thereafter
        of
        the holder of the Options, to the end that all the provisions of this Option
        Agreement (including adjustment provisions) shall thereafter be applicable,
        as
        nearly as reasonably practicable, in relation to such stock or other securities
        or property.

       

      10. Registration
        Rights.
        Optionee shall have no registration rights unless otherwise agreed by the
        Company.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      11. Common
        Stock To Be Received Upon Exercise.
        Optionee understands that (a) the Company is under no obligation to register
        the
        issuance of the Option Shares, and (b) in the absence of any such registration,
        the Option Shares cannot be sold unless they are sold pursuant to an exemption
        from registration under the 1933 Act. The Company is under no obligation
        to
        comply, or to assist the Optionee in complying, with any exemption from the
        registration requirement of the 1933 Act, including supplying the Optionee
        with
        any information necessary to permit routine sales of the Common Stock under
        Rule 144 of the Securities and Exchange Commission. Optionee also
        understands that routine sales of securities made in reliance upon Rule 144
        can
        be made only in limited amounts in accordance with the terms and conditions
        of
        the Rule, and that in cases in which the Rule is inapplicable, compliance
        with
        another exemption under the 1933 Act will be required. Thus, the Option Shares
        will have to be held indefinitely in the absence of registration under the
        1933
        Act or an exemption from registration. 

       

      Furthermore,
        the Optionee fully understands that issuance of the Option Shares will not
        be
        registered under the 1933 Act and that, because the issuance of the Option
        Shares will not be registered, the Option Shares will be issued in reliance
        upon
        an exemption which is available only if Optionee acquires such shares for
        investment and not with a view to distribution. Optionee is familiar with
        the
        phrase “acquired for investment and not with a view to distribution” as it
        relates to the 1933 Act and the special meaning given to such term in various
        releases of the Securities and Exchange Commission.

       

      12. Privilege
        Of Ownership.
        Optionee shall not have any of the rights of a stockholder with respect to
        the
        shares covered by the Option except to the extent that one or more certificates
        for those shares shall be delivered to him upon exercise of the
        Option.

       

      13. Relationship
        To Employment.
        Nothing
        contained in this Agreement (i) shall confer upon the Optionee any right
        with
        respect to continuance of Optionee’s employment by, or affiliation with, or
        relationship to, the Company, or (ii) shall interfere in any way with the
        right
        of the Company at any time to terminate the Optionee’s employment by, position
        or affiliation with, or relationship to, the Company.

       

      14. Notices.
        All
        notices, requests, demands, directions and other communications (“Notices”)
        concerning this Agreement shall be in writing and shall be mailed or delivered
        personally or sent by telecopier or facsimile to the applicable party at
        the
        address of such party set forth below in this Section 13. When mailed, each
        such
        Notice shall be sent by first class, certified mail, return receipt requested,
        enclosed in a postage prepaid wrapper, and shall be effective on the fifth
        business day after it has been deposited in the mail. When delivered
        personal-ly, each such Notice shall be effective when delivered to the address
        for the respective party set forth in this Section 13, provided that it is
        delivered on a business day and further provided that it is delivered prior
        to
        5:00 p.m., local time of the party to whom the notice is being delivered,
        on
        that business day; otherwise, each such Notice shall be effective on the
        first
        business day occurring after the date on which the Notice is delivered. When
        sent by telecopier or facsimile, each such Notice shall be effective on the
        day
        on which it is sent provided that it is sent on a business day and further
        provided that it is sent prior to 5:00 p.m., local time of the party to
        whom the Notice is being sent, on that business day; otherwise, each such
        Notice
        shall be effective on the first business day occurring after the date on
        which
        the Notice is sent. Each Notice shall be addressed to the party to be notified
        as shown below:

       

      (a) if
        to the
        Company: Chembio
        Diagnostics, Inc.

      3661
        Horseblock Road  

      Medford,
        New York, 11763

      Facsimile
        No. (631)
        924-6033

      Attention:
        Larry Siebert

       

      (b) if
        to the
        Optionee: ______________________

      ______________________

      ______________________

       

      Either
        party may change its respective address for purposes of this Section 13 by
        giving the other party Notice of the new address in the manner set forth
        above.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      15. General
        Provisions. This
        instrument (a) contains the entire agreement between the parties, (b) may
        not be
        amended nor may any rights hereunder be waived except by an instrument in
        writing signed by the party sought to be charged with such amendment or waiver,
        (c) shall be construed in accordance with, and governed by the laws of New
        York,
        and (d) shall be binding upon and shall inure to the benefit of the parties
        and
        their respective personal representatives and assigns, except as above set
        forth. All pronouns contained herein and any variations thereof shall be
        deemed
        to refer to the masculine, feminine or neuter, singular or plural as the
        identity of the parties hereto may require.

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement on the dates set
        forth
        below to be effective on the date set forth in the first paragraph of this
        Agreement.

      


      CHEMBIO
        DIAGNOSTICS, INC.

      


      


      Date:
        ____________________    By:
        ___________________________

      


       

      ______________________________

      Name
        and
        Title

      


      OPTIONEE

       

      Date:
        ____________________    ______________________________

      Signature

       

      ______________________________

      Name
        and
        Title

       

      ______________________________

      Address

       

      ______________________________

      City,
        State and Zip Code

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        A

      (To
        Chembio Diagnostics, Inc.

      Stock
        Option Agreement)

       

      CHEMBIO
        DIAGNOSTICS, INC.

       

      NOTICE
        AND AGREEMENT OF EXERCISE OF OPTION

       

      The
        undersigned, ________________
        (the
“Optionee”), hereby exercises the Optionee’s Option pursuant to the Stock Option
        Agreement (the “Option Agreement”) dated as of _________________
        between
        Optionee and Chembio Diagnostics, Inc. (the “Company”) as to ________ shares of
        the $.01 par value common stock (the “Option Shares”) of the Company at a
        purchase price of $_________
        per
        share. The total exercise price for these Option Shares is
        $________.

       

      Enclosed
        is the payment specified in Section 4 of the Option Agreement.

      


      The
        Optionee understands that no Option Shares will be issued unless and until,
        in
        the opinion of the Company, there has been full compli-ance with, or an
        exemption from, any applicable registration requirements of the Securities
        Act
        of 1933, as amended (the “1933 Act”), any applicable listing requirements of any
        securities exchange on which stock of the same class is then listed, and
        any
        other requirements of law or any regulatory bodies having jurisdiction over
        such
        issuance and delivery. The undersigned Optionee hereby acknowledges represents
        warrants and agrees to and with the Company as follows:

       

      (a) The
        Optionee is acquiring the Option Shares for investment purposes only and
        the
        Option Shares that Optionee is acquiring will be held by Optionee without
        sale,
        transfer or other disposition for an indefinite period unless the transfer
        of
        those securities is subsequently registered under the federal securities
        laws or
        unless exemptions from registration are available;

       

      (b) Optionee’s
        overall commitment to investments that are not readily marketable is not
        disproportionate to Optionee’s net worth and Optionee’s investment in the Option
        Shares will not cause such overall commitments to become excessive;

       

      (c) Optionee’s
        financial condition is such that Optionee is under no present or contemplated
        future need to dispose of any portion of the Option Shares to satisfy any
        existing or contemplated undertaking, need or indebtedness; 

       

      (d) Optionee
        has sufficient knowledge and experience in business and financial matters
        to
        evaluate, and Optionee has evaluated, the merits and risks of an investment
        in
        the Option Shares;

       

      (e) The
        address set forth on the signature page of this Notice is Optionee’s true and
        correct residence, and Optionee has no present intention of becoming a resident
        of any other state or jurisdiction;

       

      (f) Optionee
        confirms that all documents, records and books pertaining to an investment
        in
        the Option Shares that have been requested by Optionee have been made available
        or delivered to Optionee. Without limiting the foregoing, Optionee has received
        and reviewed the Company’s periodic reports as filed with the Securities and
        Exchange Commission, and Optionee has had the opportunity to discuss the
        acquisition of the Option and the Option Shares with the Company, and Optionee
        has obtained or been given access to all information concerning the Company
        that
        Optionee has requested;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (g) Optionee
        has had the opportunity to ask questions of, and receive the answers from,
        the
        Company concerning the terms of the investment in the Option Shares and to
        receive additional information necessary to verify the accuracy of the
        information delivered to Optionee, to the extent that the Company possesses
        such
        information or can acquire it without unreasonable effort or
        expense;

       

      (h) Optionee
        understands that the Options have not been, and the Option Shares issuable
        upon
        exercise of the Options will not be, registered under the 1933 Act or any
        state
        securities laws in reliance on an exemption for private offerings, and no
        federal or state agency has made any finding or determination as to the fairness
        of this investment or any recommendation or endorsement of the sale of the
        Option Shares;

       

      (i) The
        Option Shares that Optionee is acquiring will be solely for Optionee’s own
        account, for investment, and are not being purchased with a view to or for
        the
        resale, distribution, subdivision or fractionalization thereof. Optionee
        has no
        agreement or arrangement for any such resale, distribution, subdivision or
        fractionalization thereof;

       

      (j) Optionee
        acknowledges and is aware of the following:

       

      (i) The
        Company has a history of losses. The Option Shares constitute a speculative
        investment and involve a high degree of risk of loss by Optionee of Optionee’s
        total investment in the Option Shares.

       

      (ii) There
        are
        substantial restrictions on the transferability of the Option Shares. The
        Option
        Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed
        of unless they are registered under the 1933 Act or an exemption from such
        registration is available and established to the satisfaction of the Company;
        investors in the Company have no rights to require that the Option Shares
        be
        registered; there is no right of presentment of the Option Shares and there
        is
        no obligation by the Company to repurchase any of the Option Shares; and,
        accordingly, Optionee may have to hold the Option Shares indefinitely and
        it may
        not be possible for Optionee to liquidate Optionee’s investment in the
        Company.

       

      (iii) Unless
        the issuance of the Option Shares is registered, each certificate issued
        representing the Option Shares shall be imprinted with a legend that sets
        forth
        a description of the restrictions on transferability of those securities,
        which
        legend will read substantially as follows:

       

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
        THE
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES
        ACT
        OF 1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT
        TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE
        OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE 1933 ACT.”

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (k) The
        Optionee shall report all sales of Option Shares to the Company in writing
        on a
        form prescribed by the Company;

      


      (l) The
        Optionee will not sell or dispose of Optionee’s Option Shares in violation of
        the 1933 Act, or of any other applicable federal or state securities laws;
        and

      


      (m) The
        Optionee agrees that the Company may, without liability for its good faith
        actions, place legend restrictions upon Optionee’s Option Shares and issue “stop
        transfer” instructions requiring compliance with applicable securities laws and
        the terms of the Option Agreement.

      


      (n) If
        and so
        long as Optionee is subject to reporting requirements under Section 16(a)
        of the
        Securities Exchange Act of 1934, as amended (the “1934 Act”), Optionee
        recognizes that any sale by Optionee or Optionee’s immediate family of the
        Company’s $.01 par value common stock may create liability for Optionee under
        Section 16(b) of the 1934 Act (“Section 16(b)”). Therefore, Optionee has
        consulted with Optionee’s counsel regarding the application of Section 16(b) to
        this exercise of Optionee’s Option.

      


      (o) Optionee
        will consult with Optionee’s counsel regarding the application of
        Section 16(b) before Optionee can make any sale of the Company’s $.01 par
        value common stock, including the Option Shares, and Optionee will furnish
        the
        Company with a copy of each Form 4 filed by Optionee and will timely file
        all
        reports that Optionee may be required to file under the federal securities
        laws.

      The
        number of Option Shares specified above are to be issued in the name or names
        set forth below in the left-hand column.

       

      


                                                                

       (Print
        Your Name)        Signature
        of
        Optionee

      


      


      


      
                                                                  

      

      (Optionee
        - Print Name of Spouse       Address

      if
        you
        wish joint registration)   

                                           
                              City,
        State and Zip
        Code