EXHIBIT 10.19 FORM OF GRANT OF EMPLOYEE STOCK
OPTION Date: Re:
Non-qualified Stock Options The
Committee, which administers The 1999 Equity Participation Plan of Caraco
Pharmaceutical Laboratories, Ltd. (the Plan), hereby grants you (the Grantee)
a non-qualified stock option (each an Option), pursuant to the Plan, in
consideration for your rendering faithful and efficient service to the Company.
Certain capitalized terms used in this agreement (the Agreement) are defined
in paragraph 12 hereof. Certain capitalized terms used in this Agreement, which
are not defined herein, have the meanings indicated for such terms in Article I
of the Plan. As used herein reference to the Company refer to Caraco
Pharmaceutical Laboratories, Inc. 1.
Stock Option. The Option entitles the
  Grantee (and such Grantees permitted transferee as described in paragraph
  3(a) below)(each such person, a Purchaser) to purchase up to the number of
  shares of the Companys Common Stock, no par value (the Option Shares),
  specified below opposite such Grantees name, at an option price of $    per
  share, the Fair Market Value of the Companys Common Stock at the close on
  the date prior to the grant (the Option Price), subject to the terms and
  condition of this Agreement:  Grantee
Number of Option Shares  2.
Additional Terms. The Options are also
  subject to the following provision:(a)
Exercisability. Each Option may be
  exercised and Option Shares may be purchased at any time and from time to
  time after the execution of this Agreement, subject to the vesting
  limitations imposed by paragraph 2(b) of this Agreement. The Option Price for
  Option Shares shall be paid in full in cash or by check by the Purchaser of
  such Option Shares prior to the time of the delivery of Option Shares, or, at
  the written request of such Purchaser, the Committee may (but need not)
  permit payment to be made by (i) delivery to the Company of outstanding
  Shares, (ii) retention by the Company of one or more of such Option Shares or
  (iii) any combination of cash, check, such Purchasers delivery of
  outstanding Shares and retention by the Company of one or more of such Option
  shares. Option Shares acquired by Purchaser under this Agreement are
  hereinafter referred to as the Exercise Shares.    (b)
Vesting/Exercisability. (i) Grantee may
  only exercise the Option to purchase Option Shares to the extent that such
  Option has vested and become exercisable with respect to such Option Shares.
  Except as otherwise provided in Paragraph 2(b)(ii) below, the Option Shares
  will vest and become exercisable in accordance with the following schedule, if as of
  each such date the Grantee is still employed with the Company:Date

Cumulative Percentage of
  Option Shares Vested
  and Exercisable33 1/3%33 1/3%33 1/3%Option
  Shares, which have become vested and exercisable, are referred to herein as
  Vested Shares and all other Option Shares are referred to herein as
  Unvested Shares.(ii) Upon
  the occurrence of a Change in Control of the Company, each Option shall vest
  and all Unvested Shares shall become Vested Shares if, but only if, the
  Grantee is employed by the Company or any of its subsidiaries on the date of
  such occurrence.(c)
Procedure For Exercise.Subject to the
  vesting limitation of Paragraph 2(b) above, a Purchaser may exercise all or
  any portion of the Option, so long as it is valid and outstanding, at any
  time and from time to time prior to its termination by delivering written
  notice to the Company as provided in Section 5.2 of the Plan and Written
  acknowledgement substantially in the form of Exhibit A hereto that such
  Purchaser has read, and has been afforded an opportunity to ask questions of
  the Companys management regarding all financial and outer information
  provided to Purchaser concerning the Company, together with payment of the
  Option Price time the number of Option shares purchased. Subject to Section
  5.2 and 5.3 of the Plan, at the time of exercise, Purchaser will be entitled
  to review all financial and other information regarding the Company it
  believes necessary to enable such Purchaser to make an informed investment
  decision.3.
Transferability Of The Options.(a)
The Grantee
  shall not sell, transfer, assign, pledge or otherwise dispose of (a
  Transfer) any interest in any Option with respect to any Unvested Shares.
  Any Option with respect to any Vested Shares of theGrantee
  shall not be Transferred other than as a result of the death of such Grantee,
  testate or intestate, and the restrictions herein shall apply to any Transfer
  by any such permitted transferee.(b)
The Company
  may assign its rights and delegate its duties under this Agreement.4.
Transferability Of Exercise Shares.(a) No Purchaser shall Transfer any
  Exercise Shares or any interest therein except in accordance with the
  provisions of this Agreement. Grantee shall promptly notify the Company of
  any disposition of shares of common stock acquired upon the exercise of the
  Option within (i) two years from the date of grant (including the date the
  Option is modified, extended or renewed for purposes of Section 424(h) of the
  Code), or (ii) one year after the transfer of such shares to the Grantee.(b)
  No holder of any Exercise Shares may Transfer any such shares (except
  pursuant to an effective registration statement and/or re-offer prospectus,
  as applicable, under the Securities Act) without first delivering to the
  Company an opinion of counsel (reasonably acceptable in form and substance to
  the Company) that neither registration nor qualification under the Securities
  Act and applicable state securities law is required in connection with such
  transfer.5.
Conformity With Plan. The options are
  intended to conform in all respects with, and are subject to all applicable
  provisions of, the Plan, which is incorporated herein by reference. Except
  with respect to Paragraph 17 hereof, inconsistencies between this Agreement and
  the Plan shall be resolved in accordance with the term of the Plan, except as
  modified by Paragraph 2(b)(ii) of this Agreement. By executing this
  Agreement, the Grantee acknowledges receipt of the Plan and agrees to be
  bound by all of the other terms of the Plan.6.
Employment. Notwithstanding any contrary oral
  representation or promises made to the Grantee prior to or after the date
  hereof, the Grantee and the Company acknowledge that such Grantees
  employment with the Company is and will continue to be subject to the
  willingness of each to continue such employment and nothing set forth herein
  or otherwise confers any right or obligation on such Grantee to continue in
  the employ of the Company or shall affect in any way such Grantees right or
  the right of the Company to terminate such Grantees employment at any time,
  for any reason, with or without cause.7.
Adjustment. The Committee shall make
  appropriate and proportionate adjustments to the terms of the Options to
  reflect any stock dividend, stock split, combination or exchange of shares,
  merger, consolidation or other change in the capitalization of the Company
  which the Committee determines to be similar, inits
  substantive effect upon the Plan or the Options, to any of the changes
  expressly indicated in this sentence, as provided in Section 8.3 of the Plan.
  The Committee may (but shall not be required to) make any appropriate
  adjustment to the term of the Options to reflect any spin-off, spin-out or
  other distribution of assets to shareholders or any acquisition of the
  Companys stock or assets or other change which the Committee determines to
  be similar, in its substantive effect upon the Plan or the Options, to any of
  the changes expressly indicated in this sentence, as provided in Section 8.3
  of the Plan. In the event of any adjustments described in the preceding two
  sentences, any and all new, substituted, or additional securities or other
  property to which any Purchaser is entitled by reason of the Option shall be
  immediately subject to such Option and be included in the word Option
  Shares for all purposes of such Option with the same force and effect as the
  Option Shares presently subject to such Option. After each such event, the
  number of Option Shares and/or the Option Price shall be appropriately
  adjusted.8.
Share Legend. Unless the Exercise Shares
  are the subject of an effective registration statement and/or re-offer
  prospectus, as applicable, all certificates representing any Exercise Shares
  subject to the provision of this Agreement shall have endorsed thereon the
  following legend:THE
  SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSED AS OF
  _______________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED (THE ACT), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
  AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM
  REGISTRATION THERE-UNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
  ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER
  AGREEMENTS SET FORTH IN AN EMPLOYEE STOCK OPTION AGREEMENT BETWEEN THE
  COMPANY AND CERTAIN EMPLOYEES OF THE COMPANY DATED ___________. A COPY OF
  SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANYS
  PRINCIPLE PLACE OF BUSINES WITHOUT CHARGE.9.
Investment Representations. Upon the
  purchase of Option Shares hereunder, the Purchaser thereof shall execute and
  deliver to the Company a letter, substantially in the form attached hereto as
  Exhibit A, confirming such Purchasers investment representation.10.
Expiration. Subject to Section 5.3 of
  the Plan, the Grantees Option shall expire (a) with respect to
  Vested/Unvested Shares, at the earlier of (i) a determination by the Company
  that the Grantee has been grossly negligent in the performance of his duties
  to the Company; (ii) Termination for Cause of such Granteesemployment with the Company; (iii) Grantees resignation from the Company; or
  (iv) at 5:00 p.m., Detroit time, on the sixth Anniversary of the date hereof.Further,
  notwithstanding the above, with respect to Vested Shares, if the termination
  of Grantees employment is due to death, disability or termination Without
  Cause, then the Option shall expire on the earlier of (i) the 90th
  day following the termination of Grantees employment; or (ii) until 5:00
  p.m., Detroit time, on the sixth anniversary of the date hereof.Further,
  notwithstanding the above, with respect to Vested Shares, if, following
  cessation of Grantees service to the Company for whatever reason, the
  Company discovers that Grantee engaged in conduct that would have justified
  Removal for Cause, Grantees Option shall expire immediately on the date of
  such discovery and any proceeds, gains or other economic benefit actually or
  constructively received by Grantee upon any exercise of the Option or upon
  the receipt or resale of any Common Stock underlying the Option, must and
  shall be paid to the Company.11.
Definitions.Disability means permanent and
total disability as such term is defined in
  Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.Fully Diluted Basis
  means, without duplication, (i) all shares of Common Stock outstanding at the
  time of determination plus (ii) all shares of Common Stock issuable upon
  conversion of any convertible securities or the exercise of any option,
  warrant or similar right, whether or not such conversion, right or option,
  warrant or similar right is then exercisable.Termination for Cause means
termination by the Company of
  Grantees employment because of Grantees personal dishonesty, willful
  misconduct, breach of fiduciary duty involving personal profit, intentional
  or continued failure to perform stated duties, the unlawful violation of any
  law, rule or regulation (other than minor traffic violations or similar
  offenses).Termination Without Cause means
any termination by the Company of
  Grantees employment which is not a termination for Cause, including but not
  limited to a voluntary quit by Grantee.12.
Further Actions. The Parties agree to
  execute such further instruments and to take such further actions as may
  reasonably be required to carry out the intent of this Agreement.13.
Severability. Whenever possible, each
  provision of this Agreement will be interpreted in such manner as to be
  effective and valid under applicable law, but if any provision of this
  Agreement is held to be prohibited by or invalid underapplicable
  law, such provision will be ineffective only to the extent of such prohibition
  or invalidity, without invalidating the remainder of this Agreement.14.
Counterparts. This Agreement may be
  executed simultaneously in two or more counterparts, any one of which need
  not contain the signatures of more than one party, and all such counterparts
  taken together will constitute one and the same Agreement.15.
Notices. Any notices, consent, approval
  or other communications given pursuant to the provision of this Agreement
  shall be in writing and shall be (a) mailed by certified mail or registered
  mail, return receipt requested, postage prepaid, or (b) delivered by a
  nationally recognized overnight courier, U.S. Post Office Express Mail, or
  similar overnight courier, and addressed as follow:Grantors AddressCaraco
  Pharmaceutical Laboratories, Ltd.1150 Elijah
  McCoy DriveDetroit,
  Michigan 48202Attention:
  CEO or Secretary.Grantees AddressThe time of
  giving of any notice shall be the time of delivery by the applicable
  overnight courier or with respect to registered or certified mail, the time
  of receipt thereof by the addressee or any agent of the addressee, except
  that in the event the addressee or such agent of the addressee shall refuse
  to receive any notice given y registered mail or certified mail as above
  provided or there shall be no person available at the time do the delivery
  thereof to receive such notice, the time of the giving of such notice shall e
  the time of such refusal or the time of such delivery, as the case may be. Any
  party hereto may, giving five (5) days written notice to the other party
  hereto, designate any other address in substitution of the foregoing address
  to which notice shall be given.16.
Successors And Assigns. This Agreement
  shall be binding upon and inure to the benefit of the successors and assigns
  of the Company and, subject to the restrictions on transfer herein set forth,
  be binding upon Grantees heirs, executors, administrators, successors and
  permitted assigns.17.
Governing Law. This Agreement and all
  documents contemplated hereby, and all remedies in connection therewith and
  all questions or transactions relating thereto, shall be construed in
  accordance with and governed by the laws of the state of Michigan, and
  jurisdiction and venue shall properly lie in the courts of the state of
  Michigan.18.
Entire
Agreement. This Agreement and the Plan constitute the enter
understanding between the Grantee and the Company with respect to the Option
granted hereunder.Please sign as
Grantee in the space provided below and return the Agreement to Daniel H.
Movens, CEO, to confirm your understanding and acceptance of the agreements
contained in this letter.

Very truly
  yours,CARACO PHARMACEUTICALLABORATORIES, LTD.By:Daniel H.
  MovensChief
  Executive OfficerDated:THE UNDERSIGNEDhereby
acknowledges having read this Agreement, and the other enclosures to this
Agreement, and hereby agrees to be bound by all provisions set forth herein and
in the plan.GRANTEE: