EXHIBIT
10.8
 HEALTHWAREHOUSE.COM,
INC.
 INCENTIVE
STOCK OPTION AGREEMENT
 FOR
 __________________________
 
 
 1.           Grant of
Option.   HEALTHWAREHOUSE.COM, INC., a Delaware
corporation (the "Company") hereby grants, as of _________________ ("Date of
Grant"), to ________________ (the "Optionee") an option (the "Option") to
purchase up to _________________ shares of the Company's common stock, $0.001
par value per share (the "Shares"), at an exercise price per share equal to
$__________ (the "Exercise Price").  The Option shall be subject to
the terms and conditions set forth herein.  The Option is being issued
pursuant to the Company's 2009 Incentive Compensation Plan (the "Plan"), which
is incorporated herein for all purposes.  The Option is an Incentive
Stock Option, and not a Non-Qualified Stock Option.  The Optionee
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
of the terms and conditions hereof and thereof and all applicable laws and
regulations.
 
 2.           Definitions.  Unless
otherwise provided herein, terms used herein that are defined in the Plan and
not defined herein shall have the meanings attributed thereto in the
Plan.
 
 3.           Exercise
Schedule.  Except as otherwise provided in Sections 6 or 10 of
this Agreement, or in the Plan, the Option is exercisable in installments as
provided below, which shall be cumulative. To the extent that the Option has
become exercisable with respect to a percentage of Shares as provided below, the
Option may thereafter be exercised by the Optionee, in whole or in part, at any
time or from time to time prior to the expiration of the Option as provided
herein. The following table indicates each date (the "Vesting Date") upon which
the Optionee shall be entitled to exercise the Option with respect to the
percentage of Shares granted as indicated beside the date, provided that the
Continuous Service of the Optionee continues through and on the applicable
Vesting Date:
 
 Percentage
      of Shares
                
                Vesting
      Date33.33%
                
                First
      anniversary of Date of Grant33.33%
                
                Second
      anniversary of Date of Grant33.34%
                
                Third
      anniversary of Date of
Grant
  Except as otherwise specifically
provided herein, there shall be no proportionate or partial vesting in the
periods prior to each Vesting Date, and all vesting shall occur only on the
appropriate Vesting Date. Upon the termination of the Optionee's Continuous
Service, any unvested portion of the Option shall terminate and be null and
void.
 
 4.           Method of
Exercise.  The vested portion of this Option shall be
exercisable in whole or in part in accordance with the exercise schedule set
forth in Section 3 hereof by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan.  Such written notice
shall be signed by the Optionee and shall be delivered in person or by certified
mail to the Secretary of the Company.  The written notice shall be
accompanied by payment of the Exercise Price.  This Option shall be
deemed to be exercised after both (a) receipt by the Company of such written
notice accompanied by the Exercise Price and (b) arrangements that are
satisfactory to the Committee in its sole discretion have been made for
Optionee's payment to the Company of the amount, if any, that is necessary to be
withheld in accordance with applicable Federal or state withholding
requirements.  No Shares shall be issued pursuant to the Option unless
and until such issuance and such exercise shall comply with all relevant
provisions of applicable law, including the requirements of any stock exchange
upon which the Shares then may be traded.
  
 
 5.           Method of
Payment.  Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the
Optionee:  (a) cash; (b) check; (c) to the extent permitted by the
Committee, with Shares owned by the Optionee, or the withholding of Shares that
otherwise would be delivered to the Optionee as a result of the exercise of the
Option; (d) pursuant to a "cashless exercise" procedure, by delivery of a
properly executed exercise notice together with such other documentation, and
subject to such guidelines, as the Committee shall require to effect an exercise
of the Option and delivery to the Company by a licensed broker acceptable to the
Company of proceeds from the sale of Shares sufficient to pay the Exercise Price
and any applicable income or employment taxes, or (e) such other consideration
or in such other manner as may be determined by the Committee in its absolute
discretion.
 
 6.           Termination of
Option.
 
 (a)           General.  Any
unexercised portion of the Option shall automatically and without notice
terminate and become null and void at the time of the earliest to occur of the
following:
 
 (i) unless the Committee otherwise
determines in writing in its sole discretion, three months after the date on
which the Optionee's Continuous Service is terminated other than by reason of
(A) by the Company or a Related Entity for Cause, (B) a Disability of the
Optionee as determined by a medical doctor satisfactory to the Committee, or (C)
the death of the Optionee;
 
 (ii) immediately upon the termination
of the Optionee's Continuous Service by the Company or a Related Entity for
Cause;
 
 (iii) twelve months after the date on
which the Optionee's Continuous Service is terminated by reason of a Disability
as determined by a medical doctor satisfactory to the Committee;
 
 (iv) twelve months after the date of
termination of the Optionee's Continuous Service by reason of the death of the
Optionee; or
 
 (v) the fifth anniversary of the date
as of which the Option is granted.
 
 (b)           Cancellation.  To
the extent not previously exercised, (i) the Option shall terminate immediately
in the event of (A) the liquidation or dissolution of the Company, or (B) any
reorganization, merger, consolidation or other form of corporate transaction in
which the Company does not survive or the Shares are exchanged for or converted
into securities issued by another entity, or an affiliate of such successor or
acquiring entity, unless the successor or acquiring entity, or an affiliate
thereof, assumes the Option or substitutes an equivalent option or right
pursuant to Section 10(c) of the Plan, and (ii) the Committee in its sole
discretion may by written notice ("cancellation notice") cancel, effective upon
the consummation of any transaction that constitutes a Change in Control, the
Option (or portion thereof) that remains unexercised on such
date.  The Committee shall give written notice of any proposed
transaction referred to in this Section 6(b) a reasonable period of time prior
to the closing date for such transaction (which notice may be given either
before or after approval of such transaction), in order that the Optionee may
have a reasonable period of time prior to the closing date of such transaction
within which to exercise the Option if and to the extent that it then is
exercisable (including any portion of the Option that may become exercisable
upon the closing date of such transaction).  The Optionee may
condition his exercise of the Option upon the consummation of a transaction
referred to in this Section 6(b).
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  7.           Transferability.  Unless
otherwise determined by the Committee, the Option granted hereby is not
transferable otherwise than by will or under the applicable laws of descent and
distribution, and during the lifetime of the Optionee the Option shall be
exercisable only by the Optionee, or the Optionee's guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and the Option shall not be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the
Option, or in the event of any levy upon the Option by reason of any execution,
attachment or similar process contrary to the provisions hereof, the Option
shall immediately become null and void.  The terms of this Option
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
 
 8.           No Rights of
Stockholders.  Neither the Optionee nor any personal
representative (or beneficiary) shall be, or shall have any of the rights and
privileges of, a stockholder of the Company with respect to any Shares
purchasable or issuable upon the exercise of the Option, in whole or in part,
prior to the date on which the Shares are issued.
 
 9.           Acceleration of Exercisability of
Option.
 
 (a)           Acceleration Upon Certain
Terminations or Cancellations of Option.  This Option shall
become immediately fully exercisable in the event that, prior to the termination
of the Option pursuant to Section 6 hereof, (i) the Option is terminated
pursuant to Section 6(b)(i) hereof, or (ii) the Company exercises its discretion
to provide a cancellation notice with respect to the Option pursuant to Section
6(b)(ii) hereof.
 
 (b)           Acceleration Upon Change in
Control.  This Option shall become immediately fully
exercisable in the event that, prior to the termination of the Option pursuant
to Section 6 hereof, and during the Optionee's Continuous Service, there is a
"Change in Control", as defined in Section 9(b) of the Plan.
 
 10.           No Right to Continuous
Service.  Neither the Option nor this Agreement shall confer
upon the Optionee any right to Continuous Service with the Company or any
Related Entity.
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  11.           Law Governing.  This
Agreement shall be governed in accordance with and governed by the internal laws
of the State of Delaware.
 
 12.           Interpretation/Provisions
of Plan Control. This
Agreement is subject to all the terms, conditions and provisions of the Plan,
including, without limitation, the amendment provisions thereof, and to such
rules, regulations and interpretations relating to the Plan adopted by the
Committee as may be in effect from time to time. If and to the extent that this
Agreement conflicts or is inconsistent with the terms, conditions and provisions
of the Plan, the Plan shall control, and this Agreement shall be deemed to be
modified accordingly. The Optionee accepts the Option subject to all of the
terms and provisions of the Plan and this Agreement.  The undersigned
Optionee hereby accepts as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan and
this Agreement, unless shown to have been made in an arbitrary and capricious
manner.
 
 13.           Notices.  Any notice
under this Agreement shall be in writing and shall be deemed to have been duly
given when delivered personally or when deposited in the United States mail,
registered, postage prepaid, and addressed, in the case of the Company, to the
Company's Secretary at 100 Commerce Blvd., Cincinnati, Ohio 45140, or if the
Company should move its principal office, to such principal office, and, in the
case of the Optionee, to the Optionee's last permanent address as shown on the
Company's records, subject to the right of either party to designate some other
address at any time hereafter in a notice satisfying the requirements of this
Section.
 
 14.           Section 409A.
 
 (a)           It
is intended that the Option awarded pursuant to this Agreement be exempt from
Section 409A of the Code ("Section 409A") because it is believed that (i) the
Exercise Price may never be less than the Fair Market Value of a Share on the
Date of Grant and the number of shares subject to the Option is fixed on the
original Date of Grant, (ii) the transfer or exercise of the Option is subject
to taxation under Section 83 of the Code and Treas. Reg. 1.83-7, and (iii) the
Option does not include any feature for the deferral of compensation other than
the deferral of recognition of income until the exercise of the
Option.  The provisions of this Agreement shall be interpreted in a
manner consistent with this intention, and the provisions of this Agreement may
not be amended, adjusted, assumed or substituted for, converted or otherwise
modified without the Optionee's prior written consent if and to the extent that
the Company believes or reasonably should believe that such amendment,
adjustment, assumption or substitution, conversion or modification would cause
the award to violate the requirements of Section 409A.  In the event
that either the Company or the Optionee believes, at any time, that any benefit
or right under this Agreement is subject to Section 409A, then the Committee may
(acting alone and without any required consent of the Optionee) amend this
Agreement in such manner as the Committee deems necessary or appropriate to be
exempt from or otherwise comply with the requirements of Section 409A (including
without limitation, amending the Agreement to increase the Exercise Price to
such amount as may be required in order for the Option to be exempt from Section
409A).
 
 (b)           Notwithstanding
the foregoing, the Company does not make any representation to the Optionee that
the Option awarded pursuant to this Agreement is exempt from, or satisfies, the
requirements of Section 409A, and the Company shall have no liability or other
obligation to indemnify or hold harmless the Optionee or any Beneficiary for any
tax, additional tax, interest or penalties that the Optionee or any Beneficiary
may incur in the event that any provision of this Agreement, or any amendment or
modification thereof or any other action taken with respect thereto, that either
is consented to by the Optionee or that the Company reasonably believes should
not result in a violation of Section 409A, is deemed to violate any of the
requirements of Section 409A.
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  15.           Incentive Stock Option
Treatment.  The terms of this Option shall be interpreted in a
manner consistent with the intent of the Company and the Optionee that the
Option qualify as an Incentive Stock Option under Section 422 of the
Code.  If any provision of the Plan or this Agreement shall be
impermissible in order for the Option to qualify as an Incentive Stock Option,
then the Option shall be construed and enforced as if such provision had never
been included in the Plan or the Option.  If and to the extent that
the number of Options granted pursuant to this Agreement exceeds the limitations
contained in Section 422 of the Code on the value of Shares with respect to
which this Option may qualify as an Incentive Stock Option, this Option shall be
a Non-Qualified Stock Option.
 
 IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the ___  day
of  _______________, 2009.
 
 COMPANY:
 
 HEALTHWAREHOUSE.COM, INC.,
aDelaware
corporation
 
 
 By:
________________________________
 Name: Lalit Dhadphale
 Title:  President and
CEO
 
 The Optionee acknowledges receipt of a
copy of the Plan and represents that he or she has reviewed the provisions of
the Plan and this Option Agreement in their entirety, is familiar with and
understands their terms and provisions, and hereby accepts this Option subject
to all of the terms and provisions of the Plan and the Option
Agreement.  The Optionee further represents that he or she has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement.
 
 Dated:
________________ __,
2009                                                                                                           OPTIONEE:
 
 
 By:
_______________________________
 [Name]
 
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