Exhibit 10.6 to AVAX Technologies, Inc. Form 10-KSB for fiscal year ended 12-31-2005







Exhibit 10.6  



STOCK OPTION AGREEMENT 



AVAX TECHNOLOGIES, INC.

2001 STOCK OPTION PLAN 




        THIS
STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of
_______________, _____, between AVAX TECHNOLOGIES, INC., a Delaware corporation
(the “Company”), and _________________________ (the
“Optionee”), an individual, in accordance with the Company’s 2001 Stock
Option Plan (the “Plan”). 



        This
Agreement is hereby given for the following option grant (the “Option”) to
purchase shares of the common stock, par value $.004 per share (“Common Stock”),
of the Company: 



        Optionee: 



        Grant
Date: 



        Vesting
Commencement Date: 



        Exercise
Price per Share: 



        Number
of Option Shares: 



        Expiration
Date: 



        Type
of Option: 



        Date
Exercisable: 



        Vesting
Schedule: 



        Capitalized
terms used but not defined in this Agreement shall have the meanings assigned to them in
the Plan. 



        In
consideration of the mutual agreements herein contained, the Company and Optionee agree as
follows: 



        SECTION
1. Grant of Option. The Company has granted to Optionee, as of the Grant Date,
an Option to purchase up to the number of Option Shares specified above. The Option Shares
shall be purchasable from time to time as provided herein during the option term specified
in Section 2 hereof at the Exercise Price per share. 



        SECTION
2. Option Term. This Option shall have a term of _____ years measured from the
Grant Date and shall accordingly expire at the close of business on the Expiration Date,
unless sooner terminated in accordance with Section 9 of the Plan. 



        SECTION
3. Limited Transferability. This Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by the laws
of descent or distribution. The designation of a beneficiary by Optionee shall not
constitute a transfer. An Option may be exercised, during the lifetime of the Optionee,
only by the Optionee. 







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        SECTION
4. Dates of Exercise. This Option shall become exercisable for the Option
Shares in one or more installments as specified above. As the Option becomes exercisable
for such installments, those installments shall accumulate and the Option shall remain
exercisable for the accumulated installments until the Expiration Date or sooner
termination of the Option under Section 9 of the Plan. 



        SECTION
5. Responsibility of Tax Consequences. The tax consequences to Optionee of the
grant, vesting or exercise of this Option or the sale of any Option Shares shall be the
personal responsibility of Optionee and not of the Company. 



        SECTION
6. Adjustment in Option Shares. Should any change be made to the Common Stock
by reason of any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a class
without the Company’s receipt of consideration, appropriate adjustments shall be made
to (i) the total number and/or class of securities subject to this Option and (ii) the
Exercise Price in order to reflect such change and thereby preclude a dilution or
enlargement of benefits hereunder. 



        SECTION
7. Stockholder Rights. The holder of this Option shall not have any rights of a
stockholder with respect to the Option Shares until such person shall have exercised the
Option, paid the Exercise Price and become a holder of record of the purchased Option
Shares. 



        SECTION
8. Manner of Exercising Option. (a) In order to exercise this Option with
respect to all or any part of the Option Shares for which this Option is at the time
exercisable, Optionee (or any other person or persons exercising the Option) must take the
following actions: 



          		        (i)       
               Deliver to the Secretary of the Company an executed notice of exercise in
               substantially the form of Exhibit I to this Agreement (the “Exercise
               Notice”) in which there is specified the number of Option Shares which are
               to be purchased under the exercised Option. 



               



          		        (ii)       
               Pay the aggregate Exercise Price for the purchased Option Shares in one or more
               of the following forms: 



               



		        (A)       
cash or check made payable to the Company; or  








          		        (B)
       
               a promissory note payable to the Company, but only to the extent approved by the
               Board in accordance with Section 12. 



               



        If
Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934 (the
“1934 Act”) at the time the Option is exercised, then the Exercise Price may
also be paid as follows: 



          		        (C)       
               in shares of Common Stock owned and held of record by Optionee (or any other
               person or persons exercising the Option) for the requisite period necessary to
               avoid a charge to the Company’s earnings for financial reporting purposes
               and valued at the Fair Market Value on the Exercise Date; 



               



          		        (D)       
               to the extent the Option is exercised for vested Option Shares, through a
               special sale and remittance procedure pursuant to which Optionee (or any other
               person or persons exercising the Option) shall concurrently provide irrevocable
               written instructions (a) to a Company-designated brokerage firm to effect the
               immediate sale of the purchased Option Shares and remit to the Company, out of
               the sale proceeds available on the settlement date, sufficient funds to cover
               the aggregate Exercise Price payable for the purchased shares plus all
               applicable Federal, state and local income and employment taxes required to be
               withheld by the Company by reason of such exercise and (b) to the Company to
               deliver the certificates for the purchased Option Shares directly to such
               brokerage firm in order to complete the sale; or 



               







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          		        (E)       
               delivery of the Exercise Notice with a completed cashless exercise section (a
               “Cashless Exercise”) to the address set forth in Section 11.
               Such presentation and delivery shall be deemed a waiver of Optionee’s
               obligation to pay the Exercise Price. In the event of a Cashless Exercise,
               Optionee shall exchange his Option for that number of Option Shares subject to
               such Cashless Exercise multiplied by a fraction, the numerator of which shall be
               the difference between the Fair Market Value (determined as of the business day
               prior to the Cashless Exercise) and the Exercise Price, and the denominator of
               which shall be such Fair Market Value. 



               



        Except
to the extent the sale and remittance or Cashless Exercise procedure is utilized in
connection with the Option exercise, payment of the Exercise Price must accompany the
Exercise Notice delivered to the Company in connection with the Option exercise. 



          		        (iii)       
               Furnish to the Company appropriate documentation that the person or persons
               exercising the Option (if other than Optionee) has or have the right to exercise
               this Option. 



               



          		        (iv)       
               Execute and deliver to the Company such written representations and further
               agreements as may be requested by the Company in its discretion in order for it
               to comply with the applicable requirements of Federal and state securities and
               other laws. 



               



          		        (v)       
               Make appropriate arrangements with the Company for the satisfaction of all
               Federal, state and local income and employment or other tax withholding
               requirements applicable to the Option exercise. 



               



        (b)                 As
soon as practical after the Exercise Date, the Company shall issue to or on
          behalf of Optionee (or any other person or persons exercising this Option) a
          certificate for the purchased Option Shares, with the appropriate legends
          affixed thereto.  



        (c)                 In
no event may this Option be exercised for any fractional shares.  



        SECTION
9. Compliance with Laws and Regulations. (a) The exercise of this Option and
the issuance of the Option Shares upon such exercise shall be subject to compliance by the
Company and Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, Nasdaq Small
Cap Market or OTC Bulletin Board, if applicable) on which the Common Stock may be listed
for trading or quotation at the time of such exercise and issuance. 



        (b)                 The
inability of the Company to obtain approval from any regulatory body having
          authority deemed by the Company to be necessary to the lawful issuance and sale
          of any Common Stock pursuant to this Option shall relieve the Company of any
          liability with respect to the non-issuance or sale of the Common Stock as to
          which such approval shall not have been obtained. The Company, however, shall
          use its best efforts to obtain all such approvals.  







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        SECTION
10. Successors and Assigns. Except to the extent otherwise provided in
Section 3, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the Company and its successors and assigns, Optionee and the legal
representatives, heirs and legatees of Optionee’s estate. 



        SECTION
11. Notices. Any notice required to be given or delivered to the Company under
the terms of this Agreement shall be in writing and addressed to the Company, Attention:
Richard P. Rainey, President, at 2000 Hamilton Street, Suite 204, Philadelphia,
Pennsylvania 19130, or to such other address as shall be provided in writing to Optionee.
Any notice required to be given or delivered to Optionee shall be in writing and addressed
to Optionee at the Optionee’s most recent home address in the employee records of the
Company or to such other address as shall be provided in writing to the Company. All
notices shall be deemed effective upon personal delivery against receipt therefor; one (1)
day after being sent by Federal Express or similar overnight delivery; or three (3) days
after being mailed registered or certified mail, postage prepaid, and properly addressed
to the party to be notified. 



        SECTION
12. Financing. Subject to the limitations of Section 402 of the Sarbanes-Oxley
Act of 2002, the Board may, in its absolute discretion and without any obligation to do
so, permit Optionee to pay, in whole or in part, the Exercise Price for the purchased
Option Shares by delivering a promissory note. The terms of any such promissory note
(including the interest rate, the requirements for collateral and the terms of repayment)
shall be established by the Board in its sole discretion. 



        SECTION
13. Construction. All decisions of the Company or the Board with respect to any
question or issue arising under this Agreement shall be conclusive and binding on all
persons having an interest in this Option. 



        SECTION
14. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Delaware without regard to such
State’s principles of conflict of laws. The parties irrevocably and unconditionally
agree that the exclusive place of jurisdiction for any action, suit or proceeding (the
“Actions”) relating to this Agreement shall be in the courts of the United
States of America sitting in Kansas City, Missouri, or if such courts shall not have
jurisdiction over the subject matter thereof, in the courts of the State of Missouri
sitting therein, and each such party hereby irrevocably and unconditionally agrees to
submit to the jurisdiction of such courts for purposes of any such Actions. If any such
State court also does not have jurisdiction over the subject matter thereof, then such an
action, suit or proceeding may be brought in the federal or state courts located in the
states of the principal place of business of any party hereto. Each party irrevocably and
unconditionally waives any objection it may have to the venue of any Action brought in
such courts or to the convenience of the forum. Final judgment in any such Action shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified
or true copy of which shall be conclusive evidence of the fact and the amount of any
indebtedness or liability of any party therein described. 



        SECTION
15. Market Stand-Off; Securities Transactions. (a) Optionee hereby agrees to be
subject to a lock-up period of up to 180 days with respect to any Option shares in
connection with and following any public offering, which may be imposed by the Company or
the managing underwriter(s) of such offering. 



        (b)                 Optionee
acknowledges  that he is aware that the United  States  securities  laws provide
that any person who has received material, non-public information from an issuer
such as the Company,  directly or indirectly,  is prohibited  from purchasing or
selling the securities of such issuer or from  communicating such information to
any other person under circumstances in which it is reasonably  foreseeable that
such person is likely to purchase or sell such securities, and that violation of
such prohibition may involve severe civil and criminal  penalties.  In addition,
Optionee will not directly or indirectly,  through related parties or otherwise,
purchase, trade, offer, pledge, sell, contract to sell or to purchase or sell or
“short”  or  “short  against  the  box”  (as those terms are
generally  understood in the  securities  markets),  or otherwise  dispose of or
acquire,  any securities of the Company or options in respect of such securities
without the prior written consent of the Company or otherwise in compliance with
the   Company’s   policies   regarding   transactions  in  its  securities.








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        SECTION
16. Incorporation by Reference of the Plan. Optionee acknowledges receipt of a
copy of the Plan, the terms of which are incorporated by reference herein. If there is a
conflict between the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall govern. 



        IN
WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement as of
the day and year first written above. 




		OPTIONEE:
	 
		 	 
		Name: 	 
	 
	 
		COMPANY:
	 
		AVAX TECHNOLOGIES, INC.
	 
		By:	 
		Name:	 
		Title:	 












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EXHIBIT I  



NOTICE OF EXERCISE OF
STOCK OPTION 



        Reference
is hereby made to the Stock Option Agreement dated as of _____________, ______ concerning
the granting of that certain option (the “Option”) by AVAX Technologies, Inc., a
Delaware corporation (the “Company”), to _________________ on __________, _____
(the “Option Agreement”). The undersigned hereby notifies the Company that I
elect to purchase ____________ shares of the Company’s Common Stock (the
“Purchased Shares”) at the Exercise Price (as such term is defined in the Option
Agreement) pursuant to the Option to purchase up to __________ shares of the
Company’s Common Stock. 



        Concurrently
with the delivery of this Exercise Notice to the Secretary of the Company, I shall hereby
pay to the Company the Exercise Price for the Purchased Shares in accordance with the
provisions of my agreement with the Company evidencing this Option and shall deliver
whatever additional documents may be required by such agreement as a condition for
exercise. Alternatively, I may utilize the special broker-dealer sale and remittance
procedure specified in Section 8(a)(ii)(D) of the Option Agreement to effect the
payment of the Exercise Price for the Purchased Shares if the Common Stock is registered
under Section 12(g) of the Securities Exchange Act of 1934, as amended. 



Date:___________________ 




		 
		Optionee	
	 
		Address:	 
		 
		 






	Print name in exact manner

that it is to appear on the
stock certificate:	 
	 
	Address to which certificate

is to be sent, if different
from address above:
	 
	 
	Social Security Number	 










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CASHLESS EXERCISE 



        Reference
is hereby made to the Stock Option Agreement dated as of ________________,______
concerning the granting of that option (the “Option”) by AVAX Technologies,
Inc., a Delaware corporation (the “Company”), to ___________ on _____________,
______ (the “Option Agreement”). The undersigned hereby notifies the Company
that I elect to exchange my option for __________ shares of the Company’s Common
Stock pursuant to the Cashless Exercise provision of the Option to purchase up to ________
shares of the Company’s Common Stock. 



        Concurrently
with the delivery of this Exercise Notice to the Secretary of the Company, I shall deliver
whatever additional documents may be required by such agreement as a condition for
exercise. 



Date:___________________ 




		 
		Optionee	
	 
		Address:	 
		 
		 






	Print name in exact manner

that it is to appear on the
stock certificate:	 
	 
	Address to which certificate

is to be sent, if different
from address above:
	 
	 
	Social Security Number	 









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