Exhibit 10.3 Form of Option (Incentive)


    
      

    

    
      

    

    Exhibit
      10.3 Form of Option (Incentive)

     

      

        CHEMBIO
          DIAGNOSTICS, INC.

        


        STOCK
          OPTION AGREEMENT

        (Incentive
          Option)

         

        THIS
          STOCK OPTION AGREEMENT (the “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 an incentive stock option to purchase shares
          of the
          Company’s 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
          terms set forth in this Agreement;

         

        WHEREAS,
          the Company intends that the stock option granted pursuant to this Agreement
          qualify as an incentive stock option pursuant to Section 422 of the Internal
          Revenue Code of 1986, as amended (the “Code”); 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, as a matter of separate agreement
          and not
          in lieu of salary or any other compensation for services, the right and
          option
          (the “Option”) to purchase all or any part of an aggregate of
          _____________________ (________________)
          shares of the authorized and unissued $.01 par value common stock of the
          Company
          (the “Option Shares”) pursuant to the terms and conditions set forth in this
          Agreement.

         

        2. Option
          Price.
          At any
          time when shares are to be purchased pursuant to the Option, the purchase
          price
          for each Option Share shall be $_________ (the “Option Price”).

         

        3. Exercise
          Period.

         

        (a) The
          Option may be exercised at any time after _____________ (the “Trigger
          Date”).

         

        (b) The
          period for exercise of the Option shall terminate at 5:00 p.m., Eastern
          Standard
          Time on _______________, unless terminated earlier as provided in this
          Agreement, which date is the seventh anniversary of the date of this
          Agreement.

         

        4. 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 in cash 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.

         

        (c) During
          the lifetime of the Optionee, the Option shall be exercisable only by the
          Optionee; provided, however, that in the event of the legal disability
          of an
          Optionee, the guardian or personal representative of the Optionee may exercise
          the Option if such guardian or personal representative obtains a ruling
          from the
          Internal Revenue Service or an opinion of counsel to the effect that neither
          the
          grant nor the exercise of such power is violative of Section 422(b)(5),
          or its
          successor provision, of the Internal Revenue Code of 1986, as amended (the
          “Code”). Any opinion of counsel must be acceptable to the Option Committee both
          with respect to the counsel rendering the opinion and with respect to the
          form
          of opinion.

         

        (d) If
          for
          any reason other than the termination of Optionee’s employment by the Company
          for cause or other than the termination of Optionee’s employment by Optionee’s
          resignation or other voluntary act, the Optionee ceases to be employed
          by the
          Company, any Option held by the Optionee at the time the Optionee’s employment
          ceases may be exercised within thirty days after the date his employment
          ceases,
          but only to the extent that (i) the Option was exercisable according to
          its
          terms on the date of termination of the Optionee’s employment, and (ii) the
          period for exercise of the Option, as defined in Section 3 of this Agreement,
          has not terminated as of the date of exercise. Upon termination of the
          period
          ending thirty days after cessation of the Optionee’s employment for any reason
          other than for cause and other than by Optionee’s voluntary act, any unexercised
          portion of an Option shall expire. If the Optionee ceases to be employed
          by the
          Company because of termination by the Optionee by resignation or other
          voluntary
          act, any Option held by the Optionee at the time the Optionee’s employment
          ceases shall terminate immediately upon the cessation of employment and
          all
          rights to purchase shares pursuant to the Option shall terminate immediately.
          If
          the Optionee’s employment by the Company is terminated by the Company for cause,
          any Option held by the Optionee at the time Optionee’s employment is terminated
          shall expire upon delivery to the Optionee of notice of termination, which
          may
          be oral or in writing, and all rights to purchase shares pursuant to the
          Option
          shall terminate immediately. As used in this Section 4(d), termination
“for
          cause” means a discharge on account of dishonesty, disloyalty or insubordination
          on the part of the Optionee as determined by the Board Of Directors of
          the
          Corporation or a Committee of the Board Of Directors.

         

        5. 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.

         

        6. Securities
          Laws Requirements.
          The
          issuance of the Option has not been registered under the 1933 Act, in reliance
          upon an exemption from registration. In addition, no Option Shares shall
          be
          issued unless and until, in the opinion of the Company, there has been
          full
          compliance with any applicable registration requirements of 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. Optionee hereby
          acknowledges, represents, warrants and agrees as follows, and, 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, Optionee
          shall
          acknowledge, represent, warrant and agree as follows:

         

        (a) Optionee
          is acquiring the Option and the Option Shares for investment purposes only
          and
          the Option 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
          and 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 or 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 and the Option Shares;

         

        (e) The
          address set forth in 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 have been made available or delivered
          to
          Optionee and Optionee has had the opportunity to discuss the acquisition
          of the
          Option and the Option Shares with the Company. Optionee also confirms that
          Optionee has obtained or been given access to all information concerning
          the
          Company that Optionee has reasonably 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 and 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 Option has 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 issuance
          of the
          Option or the Option Shares;

         

        (i) The
          Option and 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; and

         

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

         

        (i) The
          Company has a history of losses. The Option and 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 and the Option Shares.

         

        (ii) There
          are
          substantial restrictions on the transferability of the Option and the Option
          Shares. The Option is not transferable except as provided in Section 7
          below.
          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) 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 OR
          QUALIFIED
          UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED
          FOR
          SALE, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED
          OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
          BY
          AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BOTH BE REASONABLY
          SATISFACTORY TO THE COMPANY).”

         

        The
          restrictions described above, 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.

         

        7. Transferability
          Of Option.
          The
          Option shall not be transferable except by will or the laws of descent
          and
          distribution, and any attempt to do so shall void the Option.

         

        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 increased, 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.

         

        9. Common
          Stock To Be Received Upon Exercise.
          Optionee understands that the Company is under no obligation to register
          the
          issuance of the Option Shares, the resale (by directors and officers) of
          the
          Option Shares, or the Option Shares, under the Securities Act of 1933,
          as
          amended (the “1933 Act”), and that 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 such
          registration requirement, including supplying the Optionee with any information
          necessary to permit routine sales of the Stock under Rule 144 of the Securities
          and Exchange Commission. Optionee also understands that with respect to
          Rule
          144, routine sales of securities made in reliance upon such Rule 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 either
          Regulation A or another disclosure 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 may not
          be
          registered under the 1933 Act and that if their issuance is not registered,
          they
          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.

         

        10. 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 such shares shall be delivered to him upon exercise of the
          Option.

         

        11. Relationship
          To Employment Or Position.
          Nothing
          contained in this Agreement (i) shall confer upon the Optionee any right
          with respect to continuance of Optionee’s employment by, or position 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.

         

        12. 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 12. 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 personally,
          each such Notice shall be effective when delivered to the address for the
          respective party set forth in this Section 12, 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 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 Notice is sent. Each such Notice shall be addressed
          to the
          party to be notified as shown below:

         

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

        Attn:
          President

        3361
          Horseblock Road

        Medford,
          New York 11763

        Facsimile
          No. (516) 924-6033

        


        (b) if
          to the
          Optionee:         ________________________________

         
          ________________________________

         
          ________________________________

         
          ________________________________      

        Either
          party may change its respective address for purposes of this Section 12
          by
          giving the other party Notice of the new address in the manner set forth
          above.

         

        13. 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
          the State
          of New York, except where conflicts of law rules require the application
          of
          Colorado law, 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.

         

        CHEMBIO
          DIAGNOSTICS, INC.

        


        


        Date:
          __________          

        Lawrence
          Siebert, President

         

        


                                                            


        OPTIONEE

        


        


        Date:            

        Name

        

          
            
               

               

            

            
               

              
                

              

            

            
               

            

          



        EXHIBIT
          A

        (To
          Chembio Diagnostic Systems Inc

        Stock
          Option Agreement)

        


        CHEMBIO
          DIAGNOSTICS, INC.

        


        NOTICE
          AND AGREEMENT OF EXERCISE OF OPTION

        


        I
          hereby
          exercise my Chembio Diagnostics, Inc. Stock Option dated as of _____________
          as
          to ________ shares of the $.01 par value common stock (the “Option Shares”) of
          Chembio Diagnostics, Inc. (the “Company”) at a purchase price of $______
          per share. The total exercise price for these Option Shares is $________.
          Enclosed is payment in the form of ___________________.

         

        Enclosed
          are the documents and payment specified in Paragraph 4 of my Option
          Agreement.

         

        I
          understand that no Option Shares will be issued unless and until, in the
          opinion
          of the Company, there has been full compliance with any applicable registration
          requirements of the Securities Act of 1933, as amended, 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. I hereby acknowledge, represent,
          warrant and agree, to and with the Company as follows:

         

        
          	 	
                  a.

                	
                  The
                    Option Shares I am purchasing are being acquired for my own account
                    for
                    investment purposes only and with no view to their resale or
                    other
                    distribution of any kind, and no other person (except, if I am
                    married, my
                    spouse) will own any interest therein. (Note: This provision
                    to be
                    included only if issuance of Option Shares is not registered
                    at the time
                    of exercise.)

                


        

         

        
          	 	
                  b.

                	
                  I
                    will not sell or dispose of my Option Shares in violation of
                    the
                    Securities Act of 1933, as amended, or any other applicable federal
                    or
                    state securities laws.

                


        

         

        
          	 	
                  c.

                	
                  I
                    will report all sales of Option Shares to the Company in writing
                    on a form
                    prescribed by the Company.

                


        

         

        
          	 	
                  d.

                	
                  I
                    agree that the Company may, without liability for its good faith
                    actions,
                    place legend restrictions upon my Option Shares and issue “stop transfer”
                    instructions requiring compliance with applicable securities
                    laws and the
                    terms of my Option.

                


        

         

        
          	 	
                  e.

                	
                  [For
                    officers only.] If and so long as I am subject to reporting requirements
                    under Section 16(a) of the Securities Exchange Act of 1934, as
                    amended
                    (the “1934 Act”), I recognize that any sale by me or my immediate family
                    of the Company’s $.001 par value common stock may create liability for me
                    under Section 16(b) of the 1934 Act (“Section 16(b)”). Therefore, I have
                    consulted with my counsel regarding the application of Section
                    16(b) to
                    this exercise of my Option.

                


        

         

        
          	 	
                  f.

                	
                  [For
                    officers only.] I will consult with my counsel regarding the
                    application
                    of Section 16(b) before I can make any sale of the Company’s $.01 par
                    value common stock, including the Option Shares, and I will furnish
                    the
                    Company with a copy of each Form 4 filed by me and will timely
                    file all
                    reports that I 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.

         

                                                                

        Name      Signature

        


        


                                                                

        (Optionee
          - Print Name of Spouse  Address

        if
          you
          wish joint registration)

                                                 

                                 City,
          State and Zip Code

        


        


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