Exhibit 4.2


Number of Shares: _______________                                                                                                    Date
of Grant: _______________


FORM OF NON QUALIFIED STOCK OPTION AGREEMENT

 AGREEMENT made
    this day of , 20____, between (the “Optionee”), and VISUALMED
    CLINICAL SOLUTIONS CORP., a Nevada corporation
    (the “Company”). 

 1. Grant
        of Option. The
        Company, pursuant to the provisions of The MARCH
        2007 VISUALMED CLINICAL SOLUTIONS CORP. Nonqualified
        Stock Option Plan (the “Plan”), set forth as Attachment A hereto,
        hereby grants to the Optionee, subject to the terms and conditions set
        forth or incorporated herein, an Option and Purchase from the Company
        all or any part of an aggregate of _______________ Common Shares, as
        such Common Shares are now constituted, at the purchase price of $ _______________
        per share. The provisions of the Plan governing the terms and conditions
        of the Option granted hereby are incorporated in full herein by reference.

 2. Exercise. The
    Option evidenced hereby shall be exercisable in whole or in part (but only
    in multiples of 100 Shares unless such exercise is as to the remaining balance
    of this Option) on or after __________________,
    20___ and on or before _________________ , 20___, provided that the cumulative
    number of Common Shares as to which this Option may be exercised (except
    as provided in paragraph 1 of Article VI of this Plan) shall not exceed the
    following amounts:


Cumulative Number of Shares                                                                                                    Prior
to Date (Not Inclusive of)


The Option evidenced hereby shall be exercisable by the deliver to and receipt by the Company of (i) a written notice of election to exercise, in the form set forth in Attachment B hereto, specifying the number of shares to
be purchased; (ii) accompanied by payment of the full purchase price thereof in case or certified check payable to the order of the Company, or by fully-paid and nonassessable Common Shares of the Company properly endorsed over to the Company, or by
a combination thereof; and, (iii) by return of this Stock Option Agreement for endorsement of exercise by the Company on Schedule I hereof. In the event fully paid and nonassessable Common Shares are submitted as whole or partial payment for Shares
to be purchased hereunder, such Common Shares will be valued at their Fair Market Value (as defined in the MARCH 2007 Plan) on the date such Shares are received by the Company and applied to payment of the exercise price.


Optionee other than by the Optionee’s will, by the laws of descent and distribution, as provided in paragraph 9 of Article V of the Plan. The Option shall be exercisable only by the Optionee during his/her
lifetime.









 

	 	 	VISUALMED CLINICAL SOLUTIONS
    CORP.  
	 	 	BY: _______________________________

           Gerard Dab, Chairman & Chief Executive Officer


   


ATTEST:

____________________________


Jayne Kirby, Vice President Finance


Optionee hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts this Option subject to each and every term and provision of such Plan. Optionee hereby agrees to accept as binding, conclusive and
final, all decisions or interpretations of the Compensation Committee of the Board of Directors administering the Plan on any questions arising under such Plan. Optionee recognizes that if Optionee’s employment with the Company or any
subsidiary thereof shall be terminated with cause, or by the Optionee, all of the Optionee’s rights hereunder shall thereupon terminate; and that, pursuant to paragraph 10 of Article V of the Plan, this Option may not be exercised while there
is outstanding to Optionee any unexercised Stock Option, granted to Optionee before the date of grant of this Option, to purchase Common Shares of the Company or any parent or subsidiary thereof.


Dated: ____________________________________

 

	 	 	 
    

	 	 	Optionee
	 	 	 
	 	 	  
    

	 	 	Type or Print Name
	 	 	 
	 	 	  
    

	 	 	Address
	 	 	 
	 	 	  
    

	 	 	Social Security No. 



Date:


Secretary,

VISUALMED CLINICAL SOLUTIONS CORP.

1035 rue Laurier O. Montreal, Qc, H2V 2L1 










Montreal, Quebec

Canada H2V 2L1 



Dear Sir/Madam:


In accordance with paragraph 2 of the Nonqualified
Stock Option Agreement evidencing the Option granted to me on _____________________
under The MARCH 2007 VISUALMED CLINICAL
SOLUTIONS CORP. Nonqualified Stock Option
Plan, I hereby elect to exercise this Option to the extent of __________________
Common Shares.


Enclosed are (i) Certificate(s) No.(s) ____________________
representing fully-paid common shares of VISUALMED
CLINICAL SOLUTIONS
CORP. endorsed to the Company with signature
guaranteed, and/or a certified check payable to the order of VISUALMED
CLINICAL SOLUTIONS  CORP. in the amount
of $
_______________ as the balance of the purchase price of $
 ______________  for the Shares which I have elected to purchase and (ii) the original Stock Option Agreement
for endorsement by the Company as to exercise on Schedule I thereof. I acknowledge that the Common Shares (if any) submitted as part payment for the exercise price due hereunder will be valued by the Company at their Fair Market Value (as defined in
the Plan) on the date this Option exercise is effected by the Company. In the event I hereafter sell any Common Shares issued pursuant to this option exercise within one year from the date of exercise or within two years after the date of grant of
this Option, I agree to notify the Company promptly of the amount of taxable compensation realized by me by reason of such sale for federal income tax purposes.


When the certificate for Common Shares which I have elected to purchase has been issued, please deliver it to me, along with my endorsed Stock Option Agreement in the event there remains an unexercised balance of Shares
under the Option, at the following address: 


Include Optionee’s address here.



	 	 	 
    

	 	 	Signature of Optionee 
	 	 	 
	 	 	

	 	 	Type or Print Name