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                                                                    EXHIBIT 10.5

                                 PROXYMED, INC.

                             2002 STOCK OPTION PLAN

         1.   PURPOSE OF THE PLAN

The purpose of this Plan is to further the growth of ProxyMed, Inc., a Florida
corporation, and its subsidiaries (the "Company") by offering an incentive to
officers, directors, other key employees and consultants of the Company to
continue in the employ of the Company, and to increase the interest of these
individuals in the Company, through additional ownership of its common stock.

         2.   DEFINITIONS

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

         a)       "Board of Directors" means the Board of Directors of the
                  Company.

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

                  i) an acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any Person (as
defined in the Exchange Act of 1934, as amended (the "1934 Act") immediately
after which such Person has "Beneficial Ownership" (within the meaning of Rule
13d-3 promulgated under the 1934 Act) of two-thirds (2/3) or more of the
combined voting power of the Company's then outstanding Voting Securities;
provided, however, that in determining whether a Change in Control has occurred,
Voting Securities which are acquired in a Non-Control Acquisition (as
hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (x)
an employee benefit plan (or a trust forming a part thereof) maintained by (A)
the Company or (B) any corporation or other Person of which a majority of its
voting power or its equity securities or equity interest is owned directly or
indirectly by the Company (a "Subsidiary"), (y) the Company or any Subsidiary,
or (z) any Person in connection with a Non-Control Transaction (as hereinafter
defined).

                  ii) the individuals who, as of the date this Plan is approved
by the Company's Board of Directors (the "Board"), are members of the Board (the
"Incumbent Board") cease for any reason to constitute at least two-thirds (2/3)
of the Board; provided, however, that the voluntary resignation of a member of
the Incumbent Board unrelated to a Change of Control shall not affect such
calculation; provided, further, however, that if the election or nomination for
election by the Company's stockholders or Board of any new director was approved
by a vote of at least two-thirds (2/3) of the Incumbent Board, such new director
shall, for purposes of this Agreement, be considered a member of the Incumbent
Board; provided further, however, that no individual shall be considered a
member of the Incumbent Board if such individual initially assumed office as a
result of either an actual or threatened solicitation of proxies or consents by
or on behalf of a person other than the Board (a "proxy contest"), including by
reason of any agreement intended to avoid or settle any election contest or
proxy contest; or

                  iii) approval by stockholders of the Company of:

                           a) a merger, consolidation or reorganization
                  involving the Company, unless

                                    (1) the stockholders of the Company,
immediately before such merger, consolidation or reorganization, own, directly
or indirectly immediately following such merger, consolidation or
reorganization, at least seventy-five percent (75%) of the combined voting power
of the outstanding Voting Securities of the corporation resulting from such
merger or consolidation or reorganization or the ultimate entity controlling
such corporation (the "Surviving Corporation")

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in substantially the same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or reorganization;

                                    (2) the individuals who are members of the
Incumbent Board immediately prior to the execution of the agreement providing
for such merger, consolidation or reorganization constitute at least two-thirds
(2/3) of the members of the board of directors of the Surviving Corporation and
no agreement, plan or arrangement is in place to change the composition of the
board following the merger, consolidation or reorganization such that the
Incumbent Board would constitute less than two-thirds (2/3) of the reconstituted
board;

                                    (3) no person (other than the Company, any
Subsidiary, or any employee benefit plan (or any trust forming a part thereof)
maintained by the Company, the Surviving Corporation or any Subsidiary, or any
Person who immediately prior to such merger, consolidation or reorganization had
Beneficial Ownership of twenty percent (20%) or more of the then-outstanding
Voting Securities) has Beneficial Ownership of twenty percent (20%) or more of
the combined voting power of the Surviving Corporation's then-outstanding Voting
Securities; and

                                    (4) a transaction described in clauses (1)
through (3) shall herein be referred to as a "Non-Control Transaction".

                           b) a complete liquidation or dissolution of the
Company; or

                           c) an agreement for the sale or other disposition of
all of the operating assets of the Company to any Person (other than a transfer
to a Subsidiary).

               Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person; provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then-outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.

         c) "Code" means the Internal Revenue Code of 1986, as amended.

         d) "Committee" means the Compensation Committee or similar committee of
the Board of Directors.

         e) "Common Stock" means the common stock, par value $.001 per share, of
the Company.

         f) "Corporate Transaction" means any (i) reorganization or liquidation
of the Company, (ii) reclassification of the Company's capital stock, (iii)
merger of the Company with or into another corporation, or (iv) the sale of all
or substantially all the assets of the Company, which results in a significant
number of employees being transferred to a new employer or discharged or in the
creation or severance of a parent-subsidiary relationship.

         g) "Date of Grant" means, as the case may be: (i) the date the
Committee approves the grant of an Option pursuant to this Plan; or (ii) such
later date as may be specified by the Committee as the date a particular Option
granted pursuant to this Plan will become effective.

         h) "Employee" means any person employed by the Company within the
meaning of Section 3401(c) of the Code and the regulations promulgated
thereunder. For purposes of any Non-Qualified Option only, any officer or
director of the Company shall be considered an Employee even if he is not an
employee within the meaning of the first sentence of this subsection.

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         i) "Exercise Price" means the price per share which must be paid upon
exercise of an Option in cash or property or a combination of both.

         j) "Fair Market Value" means: (i) if the Common Stock is traded in a
market in which actual transactions are reported, the mean of the high and low
prices at which the Common Stock is reported to have traded on the relevant date
in all markets on which trading in the Common Stock is reported or, if there is
no reported sale of the Common Stock on the relevant date, the mean of the
highest reported bid price and lowest reported asked price for the Common Stock
on the relevant date; (ii) if the Common Stock is Publicly Traded but only in
markets in which there is no reporting of actual transactions, the mean of the
highest reported bid price and the lowest reported asked price for the Common
Stock on the relevant date; or (iii) if the Common Stock is not Publicly Traded,
the value of a share of Common Stock as determined by the most recent valuation
prepared by an independent expert at the request of the Committee.

         k) "Incentive Stock Option" means any Option which, at the time of the
grant, is an incentive stock option within the meaning of Section 422 of the
Code.

         l) "Non-Qualified Option" means any Option that is not an Incentive
Stock Option pursuant to the terms of this Plan..

         m) "Option" means any option granted pursuant to this Plan.

         n) "Publicly Traded" means that a class of stock is required to be
registered pursuant to Section 12 of the Exchange Act, or that stock of that
class has been sold within the preceding 12 months in an underwritten public
offering, or stock that is regularly traded in a public market.

         o) "Retirement" means a Termination of Employment by reason of an
Employee's retirement at a time when the Employee is at least 65 years old,
other than by reason of a termination by resignation, discharge, death or Total
Disability or the resignation, failure to stand for re-election or dismissal
from the Board of Directors.

         p) "Termination of Employment" means the time when the
employee-employer relationship between an Employee and the Company ceases to
exist for any reason including, but not limited to, a termination by
resignation, discharge, death, Total Disability or Retirement, or the
resignation, failure to stand for re-election or dismissal from the Board of
Directors.

         q) "Total Disability" means the inability of an Employee to perform the
material duties of his or her job by reason of a medically determinable physical
or mental impairment that can be expected to result in death or that has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months. All determinations as to the date and extent of disability of an
Employee will be made in accordance with the written policy pertaining to
Employee disability, if any, of the Company by which the Employee is employed.
In the absence of a written policy pertaining to Employee disability, all
determinations as to the date and extent of disability of an Employee will be
made by the Committee in its sole and absolute discretion. In making its
determination, the Committee may consider the opinion of the personal physician
of the Employee or the opinion of an independent licensed physician of the
Company's choosing.

         3.   EFFECTIVE DATE OF THE PLAN

The "effective date" of this Plan is May 22, 2002.

         4.   ADMINISTRATION OF THE PLAN

Either the Board of Directors or the Committee shall be responsible for the
administration of this Plan, and shall grant Options pursuant to this Plan.
Subject to the express provisions of this Plan, the Committee shall have full
authority to interpret this Plan, to prescribe, amend and rescind rules and
regulations relating to it, and to make all other determinations which it
believes to be necessary or advisable in administering this Plan. The
determinations of the Committee on the matters referred to in this section shall
be conclusive.

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The Committee may not amend this Plan. No member of the Committee shall be
liable for any act or omission in connection with the administration of this
Plan unless it resulted from the member's willful misconduct.

         5.   THE COMMITTEE

The Committee shall hold its meeting at such times and places as it may
determine and shall maintain written minutes of its meetings. A majority of the
members of the Committee shall constitute a quorum at any meeting of the
Committee. All determinations of the Committee shall be made by the vote of a
majority of the members who participate in a meeting. The members of the
Committee may participate in a meeting of the Committee in person or by
conference telephone or similar communications equipment by means of which all
members can hear each other. Any decision or determination by written consent of
all of the members of the Committee shall be as effective as if it had been made
by a vote of a majority of the members who participate in a meeting.

         6.   STOCK SUBJECT TO THE PLAN

The maximum number of shares of Common Stock as to which Options may be granted
pursuant to this Plan is 600,000 shares. The maximum number of shares of such
Common Stock shall be reduced each year by the grant of Options as provided
herein. If any Option expires or is canceled without being exercised in full,
the number of shares as to which the Option is not exercised will once again
become shares as to which new Options may be granted. The Common Stock that is
issued on exercise of Options may be authorized but unissued shares or shares
that have been issued and reacquired by the Company.

         7.   PERSONS ELIGIBLE TO RECEIVE OPTIONS

Options may be granted only to Employees, as defined in Section 2(h) above.

         8.   GRANTS OF OPTIONS

         a) IN GENERAL. Except as otherwise provided herein, the Committee shall
have complete discretion to determine when and to which Employees Options are to
be granted, the number of shares of Common Stock as to which Options granted to
each Employee will relate, whether Options granted to an Employee will be
Incentive Stock Options or Non-Qualified Options or partly Incentive Stock
Options and partly Non-Qualified Options and, subject to the limitations in
Sections 9 and 10 below, the Exercise Price and the term of Options granted to
an Employee. Any Options that are not designated as Incentive Stock Options when
they are granted shall be Non-Qualified Options. No grant of an Incentive Stock
Option may be conditioned upon a Non-Qualified Option's having yet been
exercised in whole or in part, and no grant of a Non-Qualified Option may be
conditioned upon an Incentive Stock Option's having not been exercised in whole
or in part.

         9.   OPTION PROVISIONS

         a) EXERCISE PRICE. The Exercise Price of each Option shall be as
determined by the Committee; provided, however, that in the case of Incentive
Stock Options, the Exercise Price shall not be less than 100% of the Fair Market
Value of the Common Stock on the Date of Grant of the Option.

         b) TERM. The term of each Option shall be as determined by the
Committee, but in no event shall the term of an Option (whether or not an
Incentive Stock Option) be longer than ten (10) years from the Date of Grant.

         c) MANNER OF EXERCISE. An Option that has vested pursuant to the terms
of this Plan may be exercised in whole or in part, in increments of a minimum of
one hundred (100) shares, at any time, or from time to time, during its term. To
exercise an Option, the Employee exercising the Option must deliver to the
Company, at its principal office:

                  i) a written notice of exercise of the Option, which states
the extent to which the Option is

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being exercised and which is executed by the Employee;

                  ii) a check in an amount, or Common Stock with a Fair Market
Value, equal to the Exercise Price of the Option times the number of shares
being exercised, or a combination of the foregoing; and

                  iii) a check equal to any withholding taxes the Company is
required to pay as a result of the exercise of the Option by the Employee. If
permitted by the Board of Directors or the Committee, either at the time of the
grant of the Option or the time of exercise, the Employee may elect, at such
time and in such manner as the Board of Directors or the Committee may
prescribe, to satisfy such withholding obligation by (A) delivering to the
Company Common Stock (which in the case of Common Stock acquired from the
Company shall have been owned by the Employee for at least six months prior to
the delivery date) having a fair market value equal to such withholding
obligation, or (B) requesting that the Company withhold from the shares of
Common Stock to be delivered upon the exercise a number of shares of Common
Stock having a fair market value equal to such withholding obligation. The day
on which the Company receives all of the items specified in this subsection
shall be the date on which the Option is exercised to the extent described in
the notice of exercise.

         d) DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after an
Option is exercised, the Company shall cause the transfer agent to deliver to
the Employee who exercises the Option certificates, registered in that person's
name, representing the number of shares of Common Stock that were purchased by
the exercise of the Option. Unless the Common Stock was issued in a transaction
that was registered pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), each certificate may bear a legend to indicate that if the
Common Stock represented by the certificate was issued in a transaction that was
not registered pursuant to the Securities Act, and may only be sold or
transferred in a transaction that is registered pursuant to the Securities Act
or is exempt from the registration requirements of the Securities Act.

         e) VESTING OF OPTIONS. Except as otherwise provided in this Plan, the
Options granted hereunder to Employees shall be subject to such conditions as to
vesting as shall be determined by the Committee, in its sole and absolute
discretion, at the Date of Grant of the Option, and the terms of such vesting
shall be clearly set forth in the instrument granting the Option; provided,
however, that upon a Change of Control, any Options that have not yet vested in
accordance with the terms of this Plan and the Stock Option Agreement shall vest
upon such Change of Control. An Option shall "vest" at such time as it becomes
exercisable in accordance with this Plan and the Stock Option Agreement. Upon
exercise of an Option and the delivery the stock certificates as provided
herein, the Common Stock acquired upon exercise of the Option shall not be
subject to forfeiture by the Employee for any reason whatsoever.

         f) NON-TRANSFERABILITY OF OPTIONS. During the lifetime of a person to
whom an Option is granted pursuant to this Plan, the Option may be exercised
only by that person or by his or her guardian or legal representative, except to
the extent the Board of Directors or the Compensation Committee shall otherwise
determine, whether at the time the option is granted or thereafter, and then
only for estate planning purposes to a trust wherein the option holder is the
trustee, and except to the extent the Board of Directors or the Committee shall
otherwise determine, whether at the time Option is granted or thereafter. An
Option may not be assigned, transferred, sold, pledged or hypothecated in any
way; shall not be subject to levy or execution or disposition under the
Bankruptcy Code of 1978, as amended, or any other state or federal law granting
relief to creditors, whether now or hereafter in effect; and shall not be
transferable otherwise than by will or the laws of descent and distribution. The
Company will not recognize any attempt to assign, transfer, sell, pledge,
hypothecate or otherwise dispose of an Option contrary to the provisions of this
Plan, or to levy any attachment, execution or similar process upon any Option
and, except as expressly stated in this Plan, the Company shall not be required
to, and shall not, issue Common Stock on the exercise of an Option to anyone who
claims to have acquired that Option from the person to whom it was granted in
violation of this subsection.

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         g) RETIREMENT OF HOLDER OF OPTION. If there is a Termination of
Employment of an Employee to whom an Option has been granted due to Retirement,
each Incentive Stock Option held by the retired Employee, whether or not then
vested, may be exercised until the earlier of: (x) the end of the three (3)
month period immediately following the date of such Termination of Employment;
or (y) the expiration of the term specified in the Option. In the case of a
Non-Qualified Option, there shall be substituted the words, "the end of the
twelve (12) month period" for the words "the end of the three (3) month period"
in the immediately preceding sentence.

         h) TOTAL DISABILITY OF HOLDER OF OPTION. If there is a Termination of
Employment of an Employee to whom an Option has been granted by reason of his or
her Total Disability, each Option held by the Employee, whether or not then
vested, may be exercised until the earlier of: (x) the end of the twelve (12)
month period immediately following the date of such Termination of Employment;
or (y) the expiration of the term specified in the Option.

         i) DEATH OF HOLDER OF OPTION. If there is a Termination of Employment
of an Employee to whom an Option has been granted by reason of (i) his or her
death, or (ii) the death of a former Employee within three (3) months following
the date of his or her Retirement (or, in the case of a Non-Qualified Option,
within twelve (12) months following the date of his or her Retirement), or (iii)
the death of a former Employee within twelve (12) months following the date of
his or her Termination of Employment by reason of Total Disability, then each
Option held by the person at the time of his or her death, whether or not then
vested, may be exercised by the person or persons to whom the Option shall pass
by will or by the laws of descent and distribution (but by no other persons)
until the earlier of: (x) the end of the twelve (12) month period immediately
following the date of death (or such longer period as is permitted by the
Committee); and (y) the expiration of the term specified in the Option,
provided, however, that in no event is the term of the Option to be deemed to
expire prior to the end of three (3) months from the date of death of the
Employee.

         j) TERMINATION OF EMPLOYMENT OTHER THAN FOR RETIREMENT, DEATH OR
DISABILITY. Unless the Committee or the Board of Directors states otherwise with
respect to a specific Option, if there is a Termination of Employment of an
Employee to whom an Option has been granted pursuant to this Plan for any reason
other than the Retirement, death or Total Disability of the Employee, then all
Options held by such Employee which are then vested may be exercised until the
earlier of: (x) the three (3) month period immediately following the date of
such Termination of Employment; or (y) the expiration of the term specified in
the Option.

         k) STOCK OPTION AGREEMENT. As promptly as practicable after an Employee
is granted an Option pursuant to this Plan, the Committee shall send the
Employee a document setting forth the terms and conditions of the grant. The
form of grant document shall be substantially as set forth in Exhibit "A"
attached hereto. Each Option granted pursuant to this Plan must be clearly
identified as to whether it is or is not an Incentive Stock Option and shall set
forth all other terms and conditions relating to the exercise thereof. In the
case of an Incentive Stock Option, the document shall include all terms and
provisions that the Committee determines to be necessary or desirable in order
to qualify the Option as an Incentive Stock Option within the meaning of Section
422 of the Code. If an Employee is granted an Incentive Stock Option and a
Non-Qualified Option at the same time, the Committee shall send the Employee a
separate document relating to each of the Incentive Stock Option and the
Non-Qualified Option.

         l) REGISTRATION OF PLAN. Upon a Change of Control, the Company agrees
to use its best efforts to cause the Plan to be registered under the Securities
Act at the earliest possible time. The Company shall have no other obligations
to register the Plan unless directed to do so by the Board of the Company based
on the Company's best interests.

         10.  SPECIAL PROVISIONS RELATING TO INCENTIVE STOCK OPTIONS

No Incentive Stock Option may be granted pursuant to this Plan after ten (10)
years from the first to occur

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of: (i) the date this Plan is adopted by the Board of Directors; or (ii) the
date this Plan is approved by the stockholders of the Company. No Incentive
Stock Option may be exercised after the expiration of ten (10) years from the
Date of Grant or such shorter period as is provided herein. Notwithstanding
Section 8(b) hereof, Incentive Stock Options may not be granted to an Employee
who, at the time the Option is granted, owns more than ten percent (10%) of the
total combined voting power of the stock of the Company, unless: (i) the
purchase price of the Common Stock pursuant to the Incentive Stock Option is at
least one hundred ten percent (110%) of the Fair Market Value of the Common
Stock on the Date of Grant; and (ii) the Incentive Stock Option by its terms is
not exercisable after the expiration of five (5) years from the Date of Grant.
The Committee is authorized, pursuant to the last sentence of Section 422(b) of
the Code, to provide at the time an Option is granted, pursuant to the terms of
such Option, that such Option shall not be treated as an Incentive Stock Option
even though it would otherwise qualify as an Incentive Stock Option. The terms
of any Incentive Stock Option granted hereunder shall, in the hands of any
individual grantee thereof, be subject to the dollar limitations set forth in
Section 422(d) of the Code (pertaining to the $100,000 per year limitation).

         11.  RECAPITALIZATION

         a) IN GENERAL. If the Company increases the number of outstanding
shares of Common Stock through a stock dividend or a stock split, or reduces the
number of outstanding shares of Common Stock through a combination of shares or
similar recapitalization then, immediately after the record date for the change:
(i) the number of shares of Common Stock issuable on the exercise of each
outstanding Option granted pursuant to this Plan (whether or not then vested)
shall be increased in the case of a stock dividend or a stock split, or
decreased in the case of a combination or similar recapitalization that reduces
the number of outstanding shares, by a percentage equal to the percentage change
in the number of outstanding shares of Common Stock as a result of the stock
dividend, stock split, combination or similar recapitalization; (ii) the
Exercise Price of each outstanding Option granted pursuant to this Plan (whether
or not then vested) shall be adjusted so that the total amount to be paid upon
exercise of the Option in full will not change; and (iii) the number of shares
of Common Stock that may be issued on exercise of Options granted pursuant to
this Plan (whether or not then vested) and that are outstanding or remain
available for grant shall be increased or decreased by a percentage equal to the
percentage change in the number of outstanding shares of Common Stock. Any
fractional shares will be rounded up to whole shares.

         b) CORPORATE TRANSACTIONS. If, as a result of a Corporate Transaction
while an Option granted pursuant to this Plan is outstanding (whether or not
then vested), and the holders of the Common Stock become entitled to receive,
with respect to their Common Stock, securities or assets other than, or in
addition to, their Common Stock, then upon exercise of that Option the holder
shall receive what the holder would have received if the holder had exercised
the Option immediately before the first Corporate Transaction that occurred
while the Option was outstanding and as if the Company had not disposed of
anything the holder would have received as a result of that and all subsequent
Corporate Transactions. the Company shall not agree to any Corporate Transaction
unless the other party to the Corporate Transaction agrees to make available on
exercise of the Options granted pursuant to this Plan that are outstanding at
the time of the Corporate Transaction, the securities or other assets the
holders of those Options are entitled pursuant to this subsection to receive.

         12.  RIGHTS OF OPTION HOLDER

         a) STOCKHOLDER. The holder of an Option (whether or not then vested)
shall not have any rights as a stockholder by reason of holding that Option.
Upon exercise of an Option granted pursuant to this Plan, the holder shall be
deemed to acquire the rights of a stockholder when, but not before, the issuance
of Common Stock as a result of the exercise is recorded in the stock transfer
records of the Company.

         b) EMPLOYMENT. Nothing in this Plan or in the grant of an Option shall
confer upon any Employee the right to continue in the employ of the Company or
shall interfere with or restrict in any way

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the rights of the Company to discharge any Employee at any time for any reason
whatsoever, with or without cause.

         13.  LAWS AND REGULATIONS

The obligation of the Company to sell and deliver shares of Common Stock on
vesting and exercise of Options granted pursuant to this Plan shall be subject
to the condition that counsel for the Company be satisfied that the sale and
delivery thereof will not violate the Securities Act or any other applicable
laws, rules or regulations. In addition, the Company may, as a condition to such
sale and delivery, require the Employee to represent and warrant at the time of
any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required pursuant
to such securities laws.

         14.  WITHHOLDING OF TAXES

         a) IN GENERAL. In addition to the requirement set forth in Section 9(c)
above that, in order to exercise an Option granted pursuant to this Plan a
person must make a payment to the Company or authorize withholding in order to
enable the Company to pay any withholding taxes due as a result of the exercise
of that Option, if an Employee who exercised an Incentive Stock Option disposes
of shares of Common Stock acquired through exercise of that Incentive Stock
Option either (x) within two years after the Date of Grant of the Incentive
Stock Option or (y) within one year after the issuance of the shares on exercise
of the Incentive Stock Option then, promptly thereafter, the Employee shall
notify the Company of the occurrence of the event and the amount realized upon
the disposition of such Common Stock by the Employee, and pay any federal, state
and other taxes due as a result thereof.

         b) WITHHOLDING OF TAXES. If, whether because of a disposition of Common
Stock acquired on exercise of an Incentive Stock Option, the exercise of a
Non-Qualified Option or otherwise, the Company becomes required to pay
withholding taxes to any federal, state or other taxing authority and the
Employee fails to provide the Company with the funds with which to pay that
withholding tax, then the Company may withhold, subject to applicable state law,
up to 50% of each payment of salary or bonus to the Employee (which will be in
addition to any other required or permitted withholding), until the Company has
been reimbursed for the entire withholding tax it was required to pay.

         15.  RESERVATION OF SHARES

The Company shall at all times keep reserved for issuance on exercise of Options
granted pursuant to this Plan a number of authorized but unissued or reacquired
shares of Common Stock equal to the maximum number of shares the Company may be
required to issue on exercise of outstanding Options (whether or not then
vested) granted pursuant to this Plan.

         16.  AMENDMENT OF THE PLAN

The Board of Directors may, at any time and from time to time, modify or amend
this Plan in any respect effective at any date the Board of Directors
determines; provided, however, that, without the approval of the stockholders of
the Company the Board of Directors may not increase the maximum number of
Incentive Stock Options that may be granted under the Plan. No modification or
amendment of this Plan shall, without the consent of the holder of an
outstanding Option (whether nor not then vested), adversely affect the holder's
rights pursuant to that Option.

         17.  TERMINATION OF THE PLAN

The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
holding an outstanding Option, whether or not then vested, granted pursuant to
this Plan prior to that date.

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                                   EXHIBIT "A"

                             STOCK OPTION AGREEMENT

        This Agreement is made as of ___________, 20__, by and between PROXYMED,
INC. (the "Company") and _____________, who is an employee, officer or director
of the Company or one of its subsidiaries (the "Employee").

        WHEREAS, the Employee is a valuable and trusted employee, officer or
director of the Company, and the Company considers it desirable and in its best
interests that the Employee be given an inducement to acquire a further
proprietary interest in the Company, and an added incentive to advance the
interests of the Company by possessing a right (the "Option Right") to purchase
shares of the Company's common stock, $.001 par value (the "Option Stock"), in
accordance with the PROXYMED, INC. 2002 Stock Option Plan (the "Plan").

        NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:

1. DEFINITIONS. All terms not defined herein and defined in the Plan shall be
given the meaning expressed in the Plan.

2. GRANT OF OPTION. The Company hereby grants to the Employee the right,
privilege and option to purchase the number of shares of Option Stock, at the
purchase price as shown on Schedule I attached hereto (the "Option Price"), in
the manner and subject to the conditions hereinafter provided in this Agreement
and as provided in the Plan. The Option Right granted hereunder is either an
Incentive Stock Option or Non-Qualified Option, as specified on Schedule

3. TIME OF EXERCISE OF OPTION. The aforesaid Option Right may be exercised at
any time, subject to Section 4, below, and from time to time, until the
termination thereof as provided in Paragraph 6, below, or as otherwise provided
in the Plan; provided, however, that the Option Right granted herein may not be
exercised after the termination date as shown on Schedule I, unless provided
otherwise in the Plan.

4. VESTING OF OPTION RIGHT. The Option Right shall vest as provided in
Schedule I.

5. METHOD OF EXERCISE. The Option Right shall be exercised in whole or in part,
in increments of a minimum of one hundred (100) shares, at any time, or from
time to time, during its term. To exercise an option, the Employee shall deliver
written notice in the form attached hereto as Schedule II to the Company at its
principal place of business, accompanied by payment of the Option Price per
share and compliance with such other conditions and requirements as set forth in
the Plan. Payment shall be made by a check, plus a check equal to any
withholding taxes that the Company is required to pay as a result of the
exercise of the Option by the Employee.

Subject to the terms and conditions set forth in the Plan, as promptly as
practicable after an Option is exercised, the Company shall deliver such shares
issuable upon exercise of the Option.
<PAGE>

6. TERMINATION OF EMPLOYMENT. The rights and obligations of the Employee upon
Termination of Employment shall be as set forth in the Plan.

7. RESTRICTIONS ON CERTAIN RESALES. The shares issuable upon exercise of this
Option have not been registered under the Securities Act of 1933, as amended
(the "Securities Act") or under any state securities laws, and are being offered
and sold in reliance upon federal and state exemptions for transactions not
involving any public offering. The holder may not resell the shares purchased
hereunder except pursuant to registration under the Securities Act or an
exemption therefrom.

        Resales of shares issuable hereunder may be subject to other state and
federal securities laws. The Employee is advised to consult with legal counsel
as to compliance with the Securities Act, the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and such other laws prior to resale of such
shares.

         The Company, as a condition to the exercise of an Option to acquire
shares not registered under the Securities Act, may require the Employee to
represent and warrant at the time of any exercise that the shares are being
purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by the Securities Act.

8. RECLASSIFICATION, MERGER, ETC. The rights and obligations of the Company and
the Employee as a result of the transactions specified in Section 11 of the Plan
shall be as provided therein.

9. RIGHTS PRIOR TO EXERCISE OF OPTION. This Option Right is nonassignable and
nontransferable by the Employee except as provided in the Plan and, during his
lifetime, is exercisable only by him. The Employee shall have no rights as a
stockholder with respect to the Option Stock until payment of the Option Price
and delivery to him of such shares as herein provided. Nothing in this Agreement
shall confer any right in an employee to continue in the employment of the
Company or interfere in any way with the right of the Company to terminate such
employment at any time.

10. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns.

11. DISCREPANCIES. If there appears to be any discrepancies between this
Agreement and the Plan, they shall be interpreted and determined by the terms
and conditions of the Plan.

                                       2

<PAGE>



        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.

                                             PROXYMED, INC.



By:                                          By:
    ------------------------------               -------------------------------
    Rafael G. Rodriguez, Secretary               Michael K. Hoover, Chairman and
                                                 Chief Executive Officer

        I hereby accept the stock option right offered to me by the Company, as
set forth in this Stock Option Agreement dated as of ________, 20__, and
Schedule I which is attached thereto.

                                            Accepted by:

                                            Employee:


                                            ------------------------------------
                                            Employee Signature

                                            ------------------------------------
                                            Date


                                       3

<PAGE>


                                   SCHEDULE I

         The information set forth in this Schedule I is subject to all of the
terms of the PROXYMED, INC. 2002 Stock Option Agreement to which this Schedule
is attached.

         1.       Name of Employee, Officer or Director:


                  ------------------------------------

         2.       Address:


                  ------------------------------------

                  -------------------------------------

         3.       Social Security Number:
                                          -------------------------------------

         4.       Number of Shares:  ___________

         5.       Exercise Price:  $____ per share [closing price at close of
                  business on _____]

         6.       Type of Option (check one):

                      [     ] Incentive Stock Option

                      [     ] Non-Qualified Stock Option

        7.        Number of Shares         Date Vested          Termination Date
                  ----------------         -----------          ----------------







REFERENCE IS MADE TO THE 2002 STOCK OPTION PLAN FOR CERTAIN EVENTS SUCH AS
DEATH, DISABILITY, CHANGE OF CONTROL AND TERMINATION OF EMPLOYMENT THAT CAUSE
THESE OPTIONS TO EXPIRE PRIOR TO THE TERMINATION DATE SET FORTH ABOVE.


<PAGE>


                                   SCHEDULE II

                               NOTICE OF EXERCISE

        I, the undersigned Employee, hereby give notice of the exercise of the
Option described below, to the extent and in the manner specified herein,
subject to the all of the terms and conditions of the PROXYMED, INC. STOCK
OPTION AGREEMENT granting this Option and the PROXYMED, INC. 2002 STOCK OPTION
PLAN. If the shares to be acquired pursuant to this exercise of the Option are
not registered under the Securities Act of 1933, as amended, the undersigned
represents and warrants that the shares are being purchased only for investment
and without any present intention to sell or distribute such shares.

        1.     Name of Employee, Officer or Director:
                                                      --------------------------

        2.     Address:
               ----------------------------------------------

               ----------------------------------------------

               ----------------------------------------------

        3.     Social Security Number:
                                        ----------------------

        4.     Number of Shares Being Exercised on This Date:  ______________

        5.     Exercise Price:  $____ per share

        6.     Manner of Payment:

               ______  Check (amount enclosed:  $                     )
                                                 ---------------------




                                              ----------------------------------
                                              Employee Signature

                                              DATE:
                                                   -----------------------------

Signature Guarantee:




----------------------------