<PAGE>

                                                                    Exhibit 10.2


                           AMERICASDOCTOR.COM, INC.

                              OPTION CERTIFICATE
                           (Incentive Stock Option)

         THIS IS TO CERTIFY that AmericasDoctor.com, Inc., a Delaware
corporation (the "Company"), has granted to the employee named below an
incentive stock option (the "Option") to purchase shares of the Company's Class
A Common Stock, $.001 par value per share (the "Shares"), under its Amended and
Restated 1996 Employee Stock Option Plan, as follows:

Name of Optionee:

Address of Optionee:

Number of Shares:

Option Exercise Price:

Vesting Commencement Date:

Date of Grant:

Option Expiration Date:

         Exercise Schedule: The Option shall become exercisable in four annual
installments commencing on the first anniversary of the Vesting Commencement
Date (each annual installment, a "Vesting Date").

         Summary of Other Terms: This Option is defined in the Stock Option
Agreement (Incentive Stock Option)(the "Option Agreement") which is attached to
this Option Certificate (the "Certificate") as Annex I. This Certificate
summarizes certain of the provisions of the Option Agreement for your
information, but is not complete. Your rights are governed by the Option
Agreement, not by this Summary. The Company strongly suggests that you carefully
review the full Option Agreement prior to signing this Certificate or exercising
the Option.

         Among the terms of the Option Agreement are the following:

         Termination of Employment: While the Option terminates on the Option
Expiration Date, it will terminate earlier if you cease to be employed by the
Company. If your employment ends "for Cause," the Option terminates on the date
upon which your employment terminates. If your employment ends due to death or
Disability, the Option terminates one year after the date of death or
Disability, and is exercisable during such one year period as to the portion of
the Option which had vested prior to the date of death or Disability. In all
other cases, the Option terminates 90 days after the date of termination of
employment, and is exercisable during such 90 day period as to the
<PAGE>

portion of the Option which had vested prior to the date of termination of
employment. See Paragraph 6.

         Transfer: The Option is personal to you, and cannot be sold,
transferred, assigned or otherwise disposed of to any other person, except on
your death. See Paragraph 7.

         Exercise: You can exercise the Option (once it is exercisable), in
whole or in part, by delivering to the Company a Notice of Exercise identical to
Exhibit "A" attached to the Option Agreement, accompanied by payment of the
Exercise Price for the Shares to be purchased. The Company will then issue a
certificate to you for the Shares you have purchased. You are under no
obligation to exercise the Option. See Paragraph 4.

         Anti-dilution Provisions: The Option contains provisions which adjust
your Option to reflect stock splits, stock dividends, mergers and other major
corporate reorganizations which would change the nature of the Shares underlying
your Option. See Paragraph 9.

         Agreement: By signing this Certificate, you will be agreeing to all of
the terms of the Option Agreement, including those not summarized in this
Certificate.

         Withholding: The Company may require you to make any arrangements
necessary to insure the proper withholding of any amount of tax, if any,
required to be withheld by the Company as a result of the exercise of the
Option. See Paragraph 5.

                                       2
<PAGE>

                                    AGREEMENT


         AmericasDoctor.com, Inc., a Delaware corporation (the "Company"), and
the above-named person (the "Optionee") each hereby agrees to be bound by all of
the terms and conditions of the Stock Option Agreement (Incentive Stock Option)
which is attached hereto as Annex I and incorporated herein by this reference as
if set forth in full in this document.

DATED:  ______________________

                                           AMERICASDOCTOR.COM, INC.


                                           By:
                                              ________________________________
                                                   Chief Financial Officer



                                           EMPLOYEE


                                           ___________________________________
                                           (Signature)


                                           ___________________________________
                                           (Please print your name exactly as
                                           you wish it to appear on any stock
                                           certificates issued to you upon
                                           exercise of the Option)

                                       3
<PAGE>

                           AMERICASDOCTOR.COM, INC.

                       Incentive Stock Option Agreement
                       --------------------------------


         INCENTIVE STOCK OPTION AGREEMENT, dated as of the date of the Option
Certificate to which it is attached (this "Agreement"), between the person named
in such Certificate ("Optionee") and AmericasDoctor.com, Inc., a Delaware
corporation (the "Company").

                             W I T N E S S E T H:

         WHEREAS, Optionee is an officer or employee of the Company;

         WHEREAS, the execution of an incentive stock option agreement in the
form hereof has been duly authorized by a resolution of the Board of Directors
(the "Administrator") of the Company (the date of such authorization, the "Date
of Grant") and incorporated herein by reference; and

         WHEREAS, the option granted hereunder is intended to qualify as an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the parties hereto hereby agree as follows:

         1.    Definitions. Capitalized terms used and not defined herein shall
               -----------
have the meanings given to them in the Company's Amended and Restated 1996
Employee Stock Option Plan (the "Plan"). For the purposes of this Agreement, the
following additional terms have the following meanings:

               (a)  "Cause" means:

                    (i)   the failure or refusal by Optionee to perform his or
         her duties to the Company, a Parent or Subsidiary; or

                    (ii)  Optionee's willful disobedience of any orders or
         directives of the Board or any officers thereof acting under the
         authority thereof or Optionee's deliberate interference with the
         compliance by other employees of the Company, a Parent or Subsidiary
         with any such orders or directives; or

                    (iii) the failure or refusal of Optionee to abide by or
         comply with the written policies, standard procedures or regulations of
         the Company, a Parent or Subsidiary; or

                    (iv)  any willful or continued act or course of conduct by
         Optionee that the Administrator in good faith determines might
         reasonably be expected to have a material detrimental effect on the
         Company, a Parent or Subsidiary or the business, operations, affairs or
         financial position thereof; or

                                      A-1
<PAGE>

                    (v)  the committing by the Optionee of any fraud, theft,
         embezzlement or other dishonest act against the Company, a Parent or
         Subsidiary; or

                    (vi) the determination by the Administrator, in good faith
         and in the exercise of reasonable discretion, that Optionee is not
         competent to perform his duties of employment.

               (b)  "Change in Control" means the occurrence of any of the
following events:

                    (i)   The execution by the Company of an agreement for the
         merger, consolidation or reorganization into or with another
         corporation or other legal person; provided, however, that no such
         merger, consolidation or reorganization shall constitute a Change in
         Control if as a result of such merger, consolidation or reorganization
         not less than a majority of the combined voting power of the
         then-outstanding securities of such corporation or person immediately
         after such transaction are held in the aggregate by the holders of
         securities of the Company entitled to vote generally in the election of
         Directors ("Voting Stock") immediately prior to such transaction;

                    (ii)  The execution by the Company of an agreement for the
         sale or other transfer of all or substantially all of its assets to
         another corporation or other legal person; provided, however, that no
         such sale or other transfer shall constitute a Change in Control if as
         a result of such sale or transfer not less than a majority of the
         combined voting power of the then-outstanding securities of such
         corporation or person immediately after such sale or transfer is held
         in the aggregate by the holders of Voting Stock immediately prior to
         such sale or transfer.

                    (iii) There is a report filed on Schedule 13D or Schedule
         14D-1 (or any successor schedule, form or report), each as promulgated
         pursuant to the Exchange Act, disclosing or the Company is otherwise
         notified that any person (as the term "person" is used in Section
         13(d)(3) or Section 14(d)(2) of the Exchange Act) has or intends to
         become the beneficial owner (as the term "beneficial owner" is defined
         under Rule 13d-3 or any successor rule or regulation promulgated under
         the Exchange Act) of securities representing 20% or more of the
         combined voting power of the then-outstanding Voting Stock, including,
         without limitation, pursuant to a tender offer or exchange offer;
         provided, however, that the following acquisitions shall not constitute
         a Change in Control: (A) any acquisition directly from the Company that
         is approved by the Incumbent Board (as defined below), (B) any
         acquisition by the Company or (C) any acquisition by any employee
         benefit plan (or related trust) sponsored or maintained by the Company
         or any Subsidiary;

                    (iv)  If, during any period of two consecutive years,
         individuals who at the beginning of any such period constitute the
         Directors of the Company (the "Incumbent Board") cease for any reason
         to constitute at least a majority thereof; provided, however, that for
         purposes of this subsection (iv) each Director who is first elected, or
         first nominated for election by the Company's stockholders, by a vote
         of at least two-thirds of the Directors of the Company (or a committee
         thereof) then still in office who were Directors of the Company at the
         beginning of any such period shall be deemed to have been a Director of
         the Company at the beginning of such period; or

                                      A-2
<PAGE>

                    (v)  except pursuant to a transaction described in the
         proviso to subsection (i) of this Section 1(b), the Company adopts a
         plan for the liquidation or dissolution of the Company.

               (c)  "Disability" means, as of any date, becoming disabled within
the meaning of such term in Section 422(e)(3) of the Code.

          2.   Option. Pursuant to the Plan, the Company hereby grants to
Optionee an option (the "Option") to purchase that number of shares (the "Option
Shares") of the Company's Class A Common Stock, par value $.001 per share (the
"Common Shares") at the price per share set forth in the Certificate (the
"Exercise Price"), which is the Fair Market Value of the Common Shares (as
determined by the Administrator) on the Date of Grant, and agrees to cause
certificates for any Common Shares purchased hereunder to be delivered to
Optionee upon payment in full of the Exercise Price, subject to the applicable
terms and conditions of the Plan and the terms and conditions hereinafter set
forth.

         3.    Vesting of Option Shares.
               ------------------------

               (a)  Unless and until terminated as hereinafter provided, the
Option shall become exercisable (in whole or in part) upon and after the dates
set forth in the Certificate under the caption "Exercise Schedule" so long as
Optionee has remained in the continuous employ of the Company, a Parent or a
Subsidiary from the date hereof through such date. For the purposes of this
Agreement, the continuous employment of Optionee with the Company, a Parent or a
Subsidiary shall not be deemed to have been interrupted, and Optionee shall not
be deemed to have ceased to be an employee of the Company, a Parent or a
Subsidiary, by reason of (i) the transfer of Optionee's employment among the
Company, a Parent and a Subsidiary or (ii) a leave of absence approved by the
Administrator. To the extent that the Option shall have so become exercisable,
it may be exercised in whole or in part from time to time.

               (b)  In the event of any Change in Control, the Option shall
become immediately fully exercisable to the extent of 100% of the Option Shares.
Notwithstanding the foregoing, the exercisability of the Option shall not be so
accelerated if and to the extent such Option, in connection with the Change in
Control, remains outstanding, or is assumed by the surviving corporation (or
parent thereof) or substituted with an award with substantially the same terms
by the surviving corporation (or parent thereof).

               The determination of whether a substituted award has
substantially the same terms as the Option shall be made by the Administrator,
and its determination shall be final, binding and conclusive. If the Company and
the other party to the transaction constituting a Change in Control agree that
such transaction is to be treated as a "pooling of interests" for financial
reporting purposes, and if such transaction in fact is so treated, then the
acceleration of exercisability shall not occur to the extent that the Company's
independent accountants and such other party's independent accountants
separately determine in good faith that such acceleration would preclude the use
of "pooling of interests" accounting.

                                      A-3
<PAGE>

               (c)  Notwithstanding the provisions of Section 3(a) above, the
Option shall become immediately exercisable to the extent of 100% of the Option
Shares upon the death or Disability of Optionee.

          4.   Exercises.
               ---------

               (a)  This Option, to the extent exercisable as provided in
Section 3, may be exercised by Optionee by delivery to the Company of (i) an
Exercise Notice in the form attached to this Agreement as Annex A, appropriately
completed and duly executed and dated by Optionee, (ii) payment in full of the
Exercise Price for the number of Option Shares which Optionee is purchasing
hereunder and (iii) payment in full to the Company of any amounts required to be
paid pursuant to Section 4(c) below.

               (b)  The Exercise Price shall be payable (i) in cash or a cash
equivalent, (ii) by transfer to the Company of Common Shares, which shall be
valued at Fair Market Value on the date of exercise, that have been owned by
Optionee for the requisite period necessary to avoid a charge to the Company's
earnings, (iii) by cancellation of any indebtedness of the Company owed to
Optionee or (iv) by a combination of any of the foregoing methods of payment. In
addition, payment of the Exercise Price may be effected in whole or in part with
monies received from the Company at the time of exercise as a compensatory cash
payment or to the extent that the Exercise Price exceeds the par value of the
Option Shares, with monies borrowed from the Company in accordance with Section
9.5 of the Plan. The requirement of payment in cash shall be deemed satisfied if
Optionee shall have made arrangements satisfactory to the Company with a broker
who is a member of the National Association of Securities Dealers, Inc. to sell
on the date of exercise a sufficient number of the Common Shares being purchased
so that the net proceeds of the sale transaction will at least equal the
aggregate Exercise Price, plus interest at the applicable federal rate for the
period from the date of exercise to the date of payment, and pursuant to which
the broker undertakes to deliver the aggregate Exercise Price, plus such
interest, to the Company not later than the date on which the sale transaction
will settle in the ordinary course of business. If the Exercise Price is paid by
transfer to the Company of Common Shares that were originally acquired by
Optionee pursuant to the exercise of an Incentive Stock Option and that have not
been owned by the Optionee for more than one year prior to the date of exercise
and for more than two years from the date on which the option was granted, the
Common Shares so transferred will not be treated for tax purposes as shares
acquired pursuant to the exercise of an Incentive Stock Option. The
Administrator may, in its sole and absolute discretion, refuse any tender of
shares of Stock, in which case it shall promptly notify the Optionee and return
to the Optionee any shares tendered.

               (c)  If the Company is required to withhold any federal, state,
local or foreign tax in connection with an exercise of the Option, it shall be a
condition to the exercise that Optionee pay the tax or make provisions that are
satisfactory to the Company for the payment thereof as set forth in Section 5
hereof.

               (d)  Following the receipt by the Company of the Exercise Notice
and payment referred to above and upon satisfaction of all conditions to the
exercise of the Option, the Company will issue and deliver to Optionee a stock
certificate or certificate(s) evidencing the Option Shares; provided, however,
that the Company will not be obligated to issue a fraction or fractions of a
Common Share and, in the discretion of the Administrator, may eliminate such
fraction or fractions

                                      A-4
<PAGE>

or may pay to Optionee, in cash or by check, the fair market value of any
fraction or fractions of an Option Share, which fair market value shall be
determined by the Administrator.

         5.    Disqualifying Disposition; Withholding.
               --------------------------------------

               (a)  Optionee agrees that should he or she make a "disposition"
(as defined in Section 424(c) of the Code) of all or any of the Option Shares
within two years from the Date of Grant of the Option or within one year after
the issuance of such Option Shares, including pursuant to Section 4(b) hereof,
he or she shall immediately advise the Company in writing as to the occurrence
of the sale and the price realized upon the sale of such Option Shares.

               (b)  The Company shall be entitled to require as a condition of
delivery of any Option Shares upon exercise of any Option that the Optionee
agree to remit, at the time of such delivery or at such later date as the
Company may determine, an amount sufficient to satisfy all federal, state and
local withholding tax requirements relating thereto, and Optionee agrees to take
such other action required by the Company to satisfy such withholding
requirements.

               (c)  With the consent of the Administrator, and in accordance
with any rules and procedures from time to time adopted by the Administrator,
Optionee may elect to satisfy his or her obligations under Section 5(a) above by
directing the Company to withhold a portion of Common Shares otherwise
deliverable (a "Withholding Right") or tendering other shares of Stock which are
already owned by Optionee which in all cases have a Fair Market Value on the Tax
Date equal to the amount of taxes to be paid by such method.

               (d)  To exercise a Withholding Right, the Optionee must follow
the election procedures set forth below, together with such additional
procedures and conditions set forth in this Option Agreement or otherwise
adopted by the Administrator:

                    (i)   the Optionee must deliver to the Company his or her
         written notice of election (the "Election") and specify whether all or
         a stated percentage of the applicable taxes will be paid in accordance
         with Section 5(b) above and whether the amount so paid shall be made in
         accordance with the "flat" withholding rates for supplemental wages or
         as determined in accordance with Optionee's Form W-4 (or comparable
         state or local form);

                    (ii)  unless disapproved by the Administrator as provided in
         Subsection (iii) below, the Election once made will be irrevocable; and

                    (iii) no Election is valid unless the Administrator has the
         right and power, in its sole discretion, with or without cause or
         reason therefor, to consent to the Election, to refuse to consent to
         the Election, or to disapprove the Election; and if the Administrator
         has not consented to the Election on or prior to the Tax Date, the
         Election will be deemed approved.

         6.    Termination of Option. The Option shall terminate on the earliest
               ---------------------
of the following dates:

                                      A-5
<PAGE>

               (a)  90 days after the date on which Optionee ceases to be an
         officer or employee of the Company, a Parent or a Subsidiary unless he
         or she ceases to be such an officer or employee in a manner described
         in (b) or (c) below.

               (b)  The date upon which Optionee's employment is terminated for
         Cause.

               (c)  One year after the date on which Optionee's employment is
         terminated as a result of Optionee's death or Disability.

               (d)  Ten years from the Date of Grant.

In the event that Optionee commits an act that the Administrator determines to
have been intentionally committed and materially inimical to the interests of
the Company, a Parent or any Subsidiary, the Option shall terminate as of the
time of the commission of that act, notwithstanding any other provision of this
Agreement.

          7.   No Transfer of Option. The Option may not be transferred except
               ---------------------
by will or the laws of descent and distribution and may not be exercised during
the lifetime of Optionee except by Optionee or Optionee's guardian or legal
representative acting on behalf of Optionee in a fiduciary capacity under state
law and court supervision.

          8.   Limitations on Exercise of Option. Notwithstanding any other
               ---------------------------------
provision of this Agreement, no shares of Stock shall be purchased or sold
hereunder unless and until (a) any then applicable requirements of state or
federal laws and regulatory agencies shall have been fully complied with to the
satisfaction of the Company and its counsel and (b) if required to do so by the
Company, the Optionee shall have executed and delivered to the Company a letter
of investment intent in such form and containing such provisions as the Board or
Committee may require.

          9.   Adjustments.
               -----------

               (a)  The Administrator may make or provide for such adjustments
in the number and kind of Option Shares (including shares of another issuer) and
in the Exercise Price, as the Administrator may in good faith determine to be
equitably required in order to prevent dilution or expansion of the rights of
Optionee that otherwise would result from (a) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Company, or (b) any merger, consolidation, spin-off, spin-out, split-off,
split-up, reorganization, partial or complete liquidation or other distribution
of assets, issuance of warrants or other rights to purchase securities or any
other corporate transaction or event having an effect similar to any of the
foregoing.

               (b)  In the event of any such transaction or event, the
Administrator may provide in substitution for the Option such alternative
consideration as it may in good faith determine to be equitable under the
circumstances and may require in connection therewith the surrender of the
Option.

          10.  No Right to Continue as an Officer or Employee. No provision of
               ----------------------------------------------
this Agreement shall confer upon Optionee any right to continue to be engaged as
an officer or employee of the Company,

                                      A-6
<PAGE>

a Parent or any Subsidiary or limit in any way whatsoever any right that the
Company, a Parent or any Subsidiary may have to terminate such service or
employment of Optionee at any time.

          11.  No Rights as a Stockholder. The holder of this Option shall not
               --------------------------
be, nor have any of the rights or privileges of, a holder of Common Shares in
respect of any Option Shares unless and until certificates representing such
shares have been issued by the Company to such holder.

          12.  Limitation on Incentive Stock Options. Notwithstanding the intent
               -------------------------------------
that the Option be an Incentive Stock Option, the Option will be treated as a
nonqualified stock option to the extent that the Fair Market Value of the shares
of Stock (determined as of the Date of Grant) with respect to which any
Incentive Stock Options are exercisable for the first time by an Optionee during
any calendar year (under all of the Company's plans, including the Plan, and
those of a Parent or any Subsidiary) exceed $100,000. Under the Plan, the
Administrator has the right to accelerate or otherwise alter the time of vesting
of any Options granted as Incentive Stock Options, even if as a result thereof,
some of such Options cease being Incentive Stock Options. This rule shall be
applied by taking any Options into account in the order in which they were
granted.

          13.  Required Holding Period. Notwithstanding the provisions of
               -----------------------
Section 3(b), to the extent necessary for the Option, its exercise or the sale
of Option Shares acquired thereunder to be exempt from Section 16(b) of the
Exchange Act, (a) such Option shall be held at least six months following the
Date of Grant, or (b) at least six months shall elapse from the Date of Grant to
the date of disposition of the Option Shares acquired upon exercise of the
Option.

          14.  Lock-up. In order to facilitate a public offering of the
               -------
Company's securities pursuant to a registration statement becoming effective
under the Securities Act of 1933, as amended or any successor thereto or any
similar rule or law (collectively for purposes of this Section 14, the "Act"),
Optionee, on behalf of Optionee and any subsequent holder (collectively for
purposes of this Section 14, "Optionee") of any securities of the Company now
owned or hereafter acquired either directly or indirectly by Optionee, agrees
not to offer, sell or contract to sell, grant an option to purchase or otherwise
dispose of (other than to donees who agree to be bound by the terms of this
Section 14), directly or indirectly, or announce an offering, sale or contract
of sale of, any shares of Class A Common Stock or any other equity security of
the Company (collectively, "Securities") owned by Optionee either directly or
indirectly, or any securities convertible, exchangeable or exercisable for
shares of any such Securities (such other securities being hereinafter referred
to as "Rights") for a period of 180 days following the effective date of a
registration statement of the Company filed under the Act or any other
underwritten sale of Securities by the Company. Optionee also agrees not to
transfer any Securities or Rights owned by Optionee, either directly or
indirectly, to any transferee who does not agree to be bound by the terms of
this Section 14. Optionee agrees that the Company may assign all or any part of
its rights under this Section 14 to any underwriter in connection with a sale by
the Company of its Securities to or through such underwriter. Optionee further
understands that the terms of this Section 14 will terminate following
expiration of the 180-day period following the effective date of a registration
statement filed under the Act (other than on Form S-4, Form S-8 or any successor
thereto) or any other underwritten sale by the Company of the Company's equity
securities.

          15.  Severability. In the event that one or more of the provisions of
               ------------
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall

                                      A-7
<PAGE>

be deemed to be separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable.

          16.  Governing Law. This Agreement is made under, and shall be
               -------------
construed in accordance with, the laws of the State of Illinois without regard
to the choice of law provisions thereof.


                 [Remainder of page intentionally left blank]

                                      A-8
<PAGE>

     This Agreement is executed by the Company as of the date first written
above.

                                             AMERICASDOCTOR.COM, INC.



                                             By
                                               -------------------------------
                                                 David R. Adamoli
                                                 Chief Financial Officer


     The undersigned Optionee hereby acknowledges receipt of an executed
original of this Incentive Stock Option Agreement and the Plan and accepts the
Option subject to the applicable terms and conditions of the Plan and the terms
and conditions hereinabove set forth.

     The Optionee acknowledges that he or she has been advised that the shares
of Stock covered by this Agreement have not been registered under the Securities
Act of 1933, as amended (the "Act"), and agrees that he or she will not make any
disposition of such shares unless either (a) such shares have been registered
under said Act or (b) an exemption from the registration provisions of said Act
is applicable to the Optionee's proposed disposition of such shares. The
Optionee understands that the certificates for such shares may bear a legend
substantially as follows:

     "The shares evidenced by this Certificate have not been registered under
     the Securities Act of 1933. Such shares may not be sold or otherwise
     transferred until the same have been registered under said Act or until the
     Company shall have received an opinion of legal counsel or a copy of a
     letter from the staff of the Division of Corporation Finance of the
     Securities and Exchange Commission, in either case satisfactory to the
     Company, that such shares may legally be sold or otherwise transferred
     without such registration."

                                       _______________________________________
                                                      Optionee

                                       Name:__________________________________

                                      A-9
<PAGE>

                                   EXHIBIT A
                                      to
                       Incentive Stock Option Agreement
                       --------------------------------


                            Form of Exercise Notice
                            -----------------------

          Pursuant to the enclosed Incentive Stock Option Agreement between the
undersigned and AmericasDoctor.com, Inc., a Delaware corporation (the
"Company"), the undersigned hereby elects to exercise his/her option as follows:

          (a)    Number of shares purchased:
                                            _________________

          (b)    Total purchase price ((a) x Exercise Price):  $
                                                                ______

          Please issue a single certificate for the shares being purchased in
the name of the undersigned. The registered address on such certificate should
be:

                     _____________________________________.

                     _____________________________________.

The undersigned's social security number is:______________.

Date:
     _____________________               _____________________________________
                                                        Optionee