Exhibit 10.7 to AVAX Technologies, Inc. Form 10-KSB for fiscal year ended 12-31-2005







Exhibit 10.7  



STOCK OPTION AGREEMENT

(NON-PLAN OPTION) 



AVAX TECHNOLOGIES, INC. 



        THIS
STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of
__________, 20___, between AVAX TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), and _________________________ (the
“Optionee”), an individual. 



        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 (“Option Shares”): 



        Optionee: 



        Grant
Date: 



        Vesting
Commencement Date: 



        Exercise
Price per Share: 



        Number
of Option Shares: 



        Expiration
Date: 



        Date
Exercisable: 



        Vesting
Schedule: 



        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 (such number being
subject to adjustment as provided in Section 8 hereof). 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 7 of this Agreement. 



        SECTION
3. Administration of this Agreement. This Agreement shall be administered by
the Compensation Committee of the Board of Directors of the Company (the
“Board”). 



        SECTION
4. 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
5. 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 7 of this Agreement. 



        SECTION
6. Manner of Exercising Option and Consideration.  



             (a)       
          Exercising of Option. 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 that 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 8. 



               



		
            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 (i) 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 (ii) to the Company to
               deliver the certificates for the purchased Option Shares directly to such
               brokerage firm in order to complete the sale; or 



               



          		
            (E)       
               delivery of the Exercise Notice with a completed cashless exercise section (a
               “Cashless Exercise”) to the address set forth in Section
               14. 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. 



               







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        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)       
          Issuance of Option Shares. 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. Until the issuance (as evidenced
          by the appropriate entry on the books of the Company or of a duly authorized
          transfer agent of the Company) of the stock certificate evidencing such Shares,
          no right to vote or receive dividends or any other rights as a stockholder shall
          exist with respect to the Shares, notwithstanding the exercise of the Option. 



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



        (d)       
Termination, Disability and Death. 



          		
            (i)       
               Termination of Status as an Employee or Consultant. If the Optionee
               ceases to serve as an employee or consultant, then the Optionee may, but only
               within 12 months or such other shorter period as is specified by the
               Compensation Committee after the date the Optionee ceases to be an employee or
               consultant of the Company (but in no event later than the date of expiration of
               the term of such Option as set forth in this Agreement), exercise the Option to
               the extent that the Optionee was entitled to exercise it at the date of
               termination. To the extent that the Optionee was not entitled to exercise the
               Option at the date of termination, or if the Optionee does not exercise such
               Option (which the Optionee was entitled to exercise) within the time specified
               herein, the Option shall terminate. 



               



          		
            (ii)       
               Disability of Optionee. Notwithstanding the provisions of Section
               6(b), if the Optionee is unable to continue an employment or consulting
               relationship with the Company as a result of total and permanent disability (as
               defined in Section 22(e)(3) of the Code), then the Optionee may, but only within
               12 months from the date of termination or such other shorter period as is
               specified by the Compensation Committee (but in no event later than the date of
               expiration of the term of such Option as set forth in this Agreement), exercise
               the Option to the extent the Optionee was entitled to exercise it at the date of
               termination of employment or consulting. To the extent that the Optionee was not
               entitled to exercise the Option at the date of termination, or does not exercise
               such Option (which the Optionee was entitled to exercise) within the time
               specified herein, the Option shall terminate. 



               







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         (iii)      
Death
of Optionee. In the event of the death of an Optionee:  







          		
            (A)       
               during the term of the Option who is at the time of death an employee, director
               or consultant of the Company and who shall have been in continuous status as an
               employee, director or consultant since the date of grant of the Option, the
               Option may be exercised, at any time within 12 months following the date of
               death or such other shorter period as is specified by the Compensation Committee
               (but in no event later than the date of expiration of the term of such Option as
               set forth in this Agreement), by the Optionee’s estate or by a person who
               acquired the right to exercise the Option by bequest or inheritance, but only to
               the extent of the right to exercise that would have accrued had the Optionee
               continued living and remained in continuous status as an employee or consultant
               three months after the date of death; or 



               



          		
            (B)       
               within three months after the termination of continuous status as an employee,
               director or consultant, the Option may be exercised, at any time within three
               months following the date of death or such other shorter period as is specified
               by the Compensation Committee (but in no event later than the date of expiration
               of the term of such Option as set forth in this Agreement), by the
               Optionee’s estate or by a person who acquired the right to exercise the
               Option by bequest or inheritance, but only to the extent of the right to
               exercise that had accrued at the date of termination. 



               



          		
         (iv)     
               Directors.  If a non-employee director ceases to serve as a director of
               the Company, then the non-employee director may exercise the Option to the
               extent that the Optionee was entitled to exercise it at the date the Optionee
               ceased to serve as a director of the Company (but in no event later than the
               date of expiration of the term of such Option as set forth in this Agreement). 



               



             (e)     
          Rule 16b-3. Options granted to persons subject to Section 16(b) of the
          Securities Exchange Act of 1934 (the “Exchange Act”) must
          comply with Rule 16b-3 and shall contain such additional conditions or
          restrictions as may be required thereunder to qualify for the maximum exemption
          from Section 16(b) of the Exchange Act. 



        SECTION
7. Adjustment in Option Shares. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by the
outstanding Option, as well as the price per share of Common Stock covered by the
outstanding Option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any other increase
or decrease in the number of issued shares of Common Stock effected without receipt of
consideration by the Company. Such adjustment shall be made by the Compensation Committee,
whose determination in that respect shall be final, binding, and conclusive. 



        In
the event of the proposed dissolution or liquidation of the Company, the Compensation
Committee shall notify the Optionee at least 15 days prior to such proposed action. To the
extent it has not been previously exercised, the Option shall terminate immediately prior
to the consummation of such proposed action. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company with or into
another corporation, the Option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such successor
corporation, unless such successor corporation does not agree to assume the Option or to
substitute an equivalent option, in which case such Option shall terminate upon the
consummation of the merger or sale. 







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        SECTION
8. Financing. Subject to the limitations of Section 402 of the Sarbanes-Oxley
Act of 2002, the Compensation Committee 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 Compensation Committee in its sole
discretion. 



        SECTION
9. 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
10. 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. 



        SECTION
11. 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
12. Successors and Assigns. Except to the extent otherwise provided in
Section 4, 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
13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance and delivery
of such Shares pursuant thereto complies with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock exchange upon
which the Shares may then be listed. The exercise of such Option and the issuance and
delivery of such Shares pursuant thereto may be further subject to the approval of counsel
for the Company with respect to such compliance, if requested by the Compensation
Committee. 



        As
a condition to the exercise of an Option, the Company may require the person exercising
such Option to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of law. 



        SECTION
14. 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, Chief Executive Officer, 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 day after being sent by Federal Express or similar overnight delivery; or
three days after being mailed registered or certified mail, postage prepaid, and properly
addressed to the party to be notified. 







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        SECTION
15. 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
16. 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. 



        SECTION
17. Amendment. This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the matters contained herein and supersedes
all prior agreements and understandings, whether or not in writing, between the parties
with respect to these matters. This Agreement may be amended or modified only by the
written agreement of the parties hereto. 



[Remainder of this page
intentionally left blank.]  








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        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:	 










Page 7  











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 6(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	 










Page 8  










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	 









Page 9