EXHIBIT 10-W

     STOCK  OPTION  AGREEMENT  made as of the  15th day of  April  2000  between
SANDATA,  INC., a Delaware corporation (the "Company"),  and Stephen Davies (the
"Optionee").

     WHEREAS,  the  Optionee  is an  employee  of the  Company  or a  subsidiary
thereof;

     WHEREAS,  the  Company  desires to provide to the  Optionee  an  additional
incentive to promote the success of the Company;

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  the Company hereby
grants to the Optionee  (the  "Grant")  the right and option to purchase  Common
Shares of the Company under and pursuant to the terms and conditions of the 1998
Stock Option Plan (the "Plan") and upon and subject to the  following  terms and
conditions:

     1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to One Hundred  Thousand  (100,000)  Common
Shares of the Company (the "Option Shares") during the following periods:

     (a)  All or any part of Thirty-Three  Thousand Three Hundred Forty (33,340)
          Common Shares may be purchased during the period commencing on January
          31,  2001 and  terminating  at 5:00  P.M.  on  January  31,  2007 (the
          "Expiration Date").

     (b)  All or any part of Thirty-Three Thousand Three Hundred Thirty (33,330)
          Common Shares may be purchased during the period commencing on January
          31, 2002 and terminating at 5:00 P.M. on the Expiration Date.

     (c)  All or any part of Thirty-Three Thousand Three Hundred Thirty (33,330)
          Common Shares may be purchased during the period commencing on January
          31, 2003 and terminating at 5:00 P.M. on the Expiration Date.

     2. NATURE OF OPTION.  Such  Options  to  purchase  the  Option  Shares are
intended to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended, relating to "incentive stock options".

     3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
Three Dollars and no cents ($3.00) (the "Option  Price").  The Company shall pay
all original issue or transfer taxes on the exercise of the Option.

     4. EXERCISE OF OPTIONS.  The Option shall be exercised in  accordance  with
the provisions of the Plan. As soon as  practicable  after the receipt of notice
of exercise (in the form annexed  hereto as Exhibit A) and payment of the Option
Price as provided  for in the Plan,  the Company  shall  tender to the  Optionee
certificates  issued in the  Optionee's  name  evidencing  the  number of Option
Shares covered thereby.

     5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and  distribution  and,  during the Optionee's  lifetime,
shall not be exercisable by any person other than the Optionee.

     6.  INCORPORATION  BY REFERENCE.  The terms and  conditions of the Plan are
hereby incorporated by reference and made a part hereof.

     7. NOTICES.  Any notice or other  communication  given  hereunder  shall be
deemed  sufficient  if in writing and hand  delivered or sent by  registered  or
certified mail, return receipt  requested,  addressed to the Company,  26 Harbor
Park Drive,  Port Washington,  New York 11050,  Attention:  Secretary and to the
Optionee at the address  indicated  below.  Notices shall be deemed to have been
given on the date of hand  delivery  or  mailing,  except  notices  of change of
address, which shall be deemed to have been given when received.

     8. BINDING  EFFECT.  This Agreement  shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  legal  representatives,
successors and assigns.

     9. REGISTRATION. The underlying shares will be registered whenever the next
Registration Statement is filed.

     10. ACCELERATION.  If the Company is separated or reorganized, or merged or
consolidated with another  corporation  during the Employment Period (as defined
in that certain  Employment  Agreement  between Stephen Davies and Sandata,  Inc
dated April 15, 2000),  there shall be substituted  for the shares issuable upon
exercise  of the  outstanding  Options an  appropriate  number of shares of each
class  of  stock,   other  securities  or  other  assets  of  the  separated  or
reorganized, or merged or consolidated corporation which were distributed to the
shareholders of the Company in respect of such shares;  provided,  however, that
100% of the total  number of options may be exercised in full by the Optionee as
of the  effective  date  of any  such  separation,  reorganization,  merger,  or
consolidation  of  the  Company  without  regard  to  the  installment  exercise
provisions  of this Stock Option  Agreement,  by the Optionee  giving  notice in
writing to the Company of his intention to so exercise.

     11. ANTI DILUTION.  The number of shares underlying the options governed by
this  Agreement  and the purchase  price thereof will be adjusted to reflect any
stock splits, reorganizations, recapitalizations or similar transactions.

     12. ENTIRE AGREEMENT. This Agreement,  together with the Plan, contains the
entire  understanding  of the parties  hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged.

<PAGE>

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                                               SANDATA, INC.



                                               By:__________________________


                                               /s/Stephen Davies
                                               Signature of Optionee


                                                      Stephen Davies
                                               _____________________________
                                               Name of Optionee

                                               _____________________________
                                               Address of Optionee

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                                   EXHIBIT A

                                 SANDATA, INC.

                              OPTION EXERCISE FORM

     The  undersigned  hereby  irrevocably  elects to exercise the within Option
dated April 15, 2000 to the extent of purchasing Common Shares of Sandata,  Inc.
The undersigned hereby makes a payment of $ in payment therefor.


                                                       Stephen Davies
                                                ____________________________
                                                Name of Optionee

                                                ____________________________
                                                Signature of Optionee

                                                ____________________________
                                                Address of Holder

                                                ____________________________
                                                Date