Exhibit
      4.6

    COLLEXIS
      OPTION

    AGREEMENT

    


    THIS
      NONQUALIFIED STOCK OPTION AGREEMENT
      is
      effective as of the ____ day of ____________ 20__, by and between:

    


    COLLEXIS
      B.V., a Dutch company (the 'Company') and;

    


    __________________,
      born on _____________ in _______________, residing at __________________ in
      ________________ (the 'Optionee'); (together, this agreement and the Statement
      of Terms and Conditions and Schedules attached hereto shall constitute and
      be
      referred to as the 'Agreement'),

    


    WITNESSETH:

    


    WHEREAS,
      Company
      is the parent company of Collexis, Inc., a Delaware corporation ('Collexis'),
      which has agreed to employ Optionee under the terms and conditions of that
      certain Employment Agreement having a signing date as of the ____ day of
      __________ 20___ (the 'Employment Agreement'), with a Hire Date of
      _______________, 20___;

    


    WHEREAS,
      pursuant
      to the arrangements made under Employment Agreement, Company agreed to issue
      to
      Optionee the option on the acquisition of ________ ordinary shares in the share
      capital of Company, for the purpose of providing a sense of proprietorship
      and
      personal involvement in the development and financial success of and further
      encouraging Optionee to devote his best efforts to Company and
      Collexis;

    


    WHEREAS,
      the
      issuance of any share, including, without limitation, Option Shares, in the
      share capital of Company and related corporate law matters are subject to
      Company's Articles of Association, as amended, and the laws of the Netherlands,
      and are therewith subject and conditional on approval and adoption by the
      meeting of Shareholders of Company of the relevant resolution. In the meeting
      of
      Shareholders of Company of 3 October 2006, the Shareholders have approved and
      adopted the issuance of the nonqualified stock option (the 'Option') to acquire
      the Option Shares on the terms and conditions described in this
      Agreement;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and of the mutual covenants and agreements
      hereinafter set forth, Company hereby awards to Optionee as of the Grant Date
      the Option to acquire the Option Shares on the terms and conditions described
      in
      this Agreement, which Optionee hereby accepts on said terms and
      conditions,

    


    
      	 	
              1.

            	
              Grant
                Date:
                ____________, 20___.

            


    

    


    
      	 	
              2.

            	
              Type
                of Option:
                Nonqualified stock option.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.

            	
              Option
                Shares: _________ ordinary
                shares in the share capital of Company, with a nominal value on Grant
                Date
                of EUR 0,05 (the 'Option Shares'), as defined in Company's Articles
                of
                Association, as amended, subject to adjustment as provided in the
                attached
                Statement of Terms and Conditions. Any and all shares in the share
                capital
                of Company will hereinafter also be called: the
                'Stock'.

            


    

    


    
      	 	
              4.

            	
              Exercise
                Price:
                $_____ per ordinary share in the share capital of Company (the 'Exercise
                Price'), subject to adjustment as provided in the attached Statement
                of
                Terms and Conditions, which is (made) an integral part of this
                Agreement.

            


    

    


    
      	 	
              5.

            	
              Option
                Period:
                The Option may be exercised as to all or any portion of the Option
                Shares
                during the period that commences on the Grant Date, and ends on the
                earlier of:

            


    

    


    
      	 	
              a.

            	
              The
                ________ (___) anniversary of the Grant Date;
                or

            


    

    


    
      	 	
              b.

            	
              In
                the event of any termination of Optionee's services under the Employment
                Agreement, then in such event, upon and coincident with either of
                the
                following dates:

            


    

    


    
      	 	
              i.

            	
              If
                such termination shall occur on account of Optionee's death or disability,
                then that date which coincides with the first anniversary thereof,
                or

            


    

    


    
      	 	
              ii.

            	
              If
                such termination shall occur on account of any other reason, then
                that
                date which is ninety (90) days thereafter (the 'Option
                Period');

            


    

    


    provided,
      however,
      that
      the Option may be exercised on any date during such Option Period as to no
      more
      than the number of Option Shares that have vested as of such date as determined
      in accordance with Section 6, below. Company, in its sole discretion, may
      determine that Optionee is disabled upon certification thereof by a qualified
      physician selected by it after such physician examines the
      Optionee.

    


    
      	 	
              6.

            	
              Vesting
                Schedule:
                The Option Shares shall vest in accordance with the Vesting Schedule
                or as
                otherwise stated in Schedule 1, entitled 'Vesting Schedule,' which
                is
                attached hereto and made a part hereof. All or a portion of the Option
                Shares may vest on an earlier date as and if so provided in the attached
                Statement of Terms and Conditions.

            


    

    


    
      	 	
              7.

            	
              Conversion:
                In
                case of any consolidation with or merger of the Company with or into
                another corporation (other than a merger or consolidation in which
                the
                Company is the surviving or continuing corporation), or in case of
                any
                sale, lease, or conveyance to another corporation of the property
                and
                assets of any nature of the Company as an entirety or substantially
                as an
                entirety or the conveyance by shareholders of the Company to another
                corporation of at least eighty percent (80%) of the ordinary shares
                of the
                share capital of the Company (such actions being hereinafter collectively
                referred to as 'Reorganizations'), there shall thereafter be deliverable
                upon exercise of this Option (in lieu of the number of ordinary shares
                theretofore deliverable) the kind and amount of shares of stock or
                other
                securities or property receivable upon such Reorganization by a holder
                of
                the number of ordinary shares for which this Option might have been
                exercised immediately prior to such Reorganization. In case of any
                Reorganization, appropriate adjustment, as determined in good faith
                by the
                Board of Directors of the Company, shall be made in the application
                of the
                provisions herein set forth with respect to the rights and interests
                of
                the Optionee so that the provisions set forth herein shall thereafter
                be
                applicable, as nearly as possible, in relation to any shares or other
                property thereafter deliverable upon exercise of this Option. Any
                such
                adjustment shall be made by and set forth in a supplemental agreement
                between the Company, or any successor thereto, and the Optionee and
                shall
                for all purposes hereof conclusively be deemed to be an assure that
                it
                shall not effect any such Reorganization unless upon or prior to
                the
                consummation thereof the successor corporation, or if the Company
                shall be
                the surviving corporation in any such Reorganization and is not the
                issuer
                of the shares of stock or other securities or property to be delivered
                to
                holders of ordinary shares of the Company outstanding at the effective
                time thereof, then such issuer, shall assume by written instrument
                the
                obligation to deliver to the Optionee such shares of stock, securities,
                cash or other property as the Optionee shall be entitled to purchase
                in
                accordance with the foregoing
                provisions.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    The
      above
      provision shall similarly apply to successive reclassifications and changes
      of
      ordinary shares and to successive Reorganizations, consolidations, mergers,
      sales, leases, or conveyances.

    


    
      	 	
              8.

            	
              Non-encumbrance:
                Optionee hereby undertakes that it will not create or permit to exist
                any
                right of mortgage, pledge, usufruct or other security interest or
                restriction whatsoever and any arrest, charge, attachment, option
                or lien
                or any similar concept that limits free and unrestricted title and/or
                use,
                under any applicable jurisdiction (the 'Encumbrance') over all or
                any part
                of the Option nor assign or otherwise purport to deal with the beneficial
                interest therein or any other right relating thereto separate from
                the
                legal ownership of such Option.

            


    

    


    Opitonee
      and Company acknowledge that other limitations, restrictions, terms and
      conditions applicable to Agreement, the Option and Option Shares as (elsewhere)
      described in this Agreement, Company's Articles of Association (as amended),
      as
      well as the attached Statement of Terms and Conditions apply.

    


    
      	 	
              9.

            	
              Taxes:
                Optionee warrants that any and all taxes, and/or social security
                premiums
                and/or penalties that may become due in connection with this Agreement,
                if
                any, shall be for the account of the Optionee. Optionee herewith
                declares
                to indemnify Company and Collexis against any such liabilities. In
                the
                event the Company and/or Collexis, directly or indirectly, is considered
                by the relevant tax and/or social security authorities to have a
                duty to
                withhold or pay any taxes, premiums and/or penalties in connection
                with
                the Agreement, Collexis shall be entitled to full and forthwith
                reimbursements by the Optionee for any such taxes, premiums and/or
                penalties it is held liable for.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.

            	
              Miscellaneous:
                Except as otherwise defined in this Agreement, capitalized terms
                and
                phrases shall have the meaning ascribed thereto in the Employment
                Agreement (as defined below). This Agreement, including, without
                limitation, the Option described herein, is subject to cancellation
                if
                this Agreement is not signed by Optionee as required
                below.

            


    

    


    
      	 	
              11.

            	
              Choice
                of law, choice of forum:
                This Agreement is governed by the laws of the Netherlands, except
                for
                mandatory laws on a case to case basis. All disputes arising out
                of or in
                connection with this Agreement and/or related matters, which cannot
                be
                solved through amicable negotiations shall be exclusively and finally
                settled under the Rules of Arbitration of the International Chamber
                of
                Commerce (ICC), which Rules are available at its web site:
                www.iccwbo.org/court/English/rules/rules.asp. The Arbitral Tribunal
                shall
                be composed of one arbitrator appointed in accordance with said Rules.
                The
                place of arbitration shall be (i) in Amsterdam, the Netherlands if
                the
                Optionee is residing outside the United States of America, or (ii)
                in
                Columbia, South Carolina, United States of America if the Optionee
                is
                residing inside the United States of America, and the arbitration
                proceedings shall be conducted in English, without prejudice to the
                right
                of either Party to apply for disposition by summary
                proceedings.

            


    

    


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

    

      
        	 	
                COLLEXIS
                  B.V.

              
	 	 
	 	
                By:________________________

              
	 	
                Name:
                  Peter van Praag

              
	 	
                Title:
                  Chief Executive Officer

              


      

    

     

    By
      signing below, Optionee hereby accepts the Option subject to all its terms
      and
      provisions and agrees to be bound by the terms and provisions of this Agreement,
      including, without limitation, the attached Statement of Terms and Conditions.
      Optionee authorizes Company to withhold, in accordance with applicable law,
      from
      any compensation payable to him or her, any taxes required to be withheld by
      federal, state or local law as a result of the grant, existence or exercise
      of
      the Option or subsequent sale of the Option Shares, if any.

    

      
        	
                 

              	
                OPTIONEE

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                Signature:
                  ___________________________

              
	
                 

              	
                Name:       
                  ___________________________

              


      

    

    
       

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    COLLEXIS
      B.V.

    


    STATEMENT

    OF

    TERMS
      AND CONDITIONS

    TO
      THE

    NONQUALIFIED
      STOCK OPTION AGREEMENT

    


    1. Exercise
      of Option.
      The
      Option may be exercised with respect to all or any portion of the Option Shares
      that have vested in accordance with Section 6 of this Agreement at any time
      during the Option Period by:

    


    
      	 	
              a.

            	
              Delivery
                to Company, at its principal place of business, of a written notice
                of
                exercise in substantially the form attached hereto as Exhibit 1,
                which
                shall be delivered to Company no earlier than thirty (30) days and
                no
                later than ten (10) days prior to the date upon which Optionee desires
                to
                exercise all or any portion of the Option, unless Company shall otherwise
                agree; and

            


    

    


    
      	 	
              b.

            	
              Payment
                to Company of the Exercise Price multiplied by
                the number of Option Shares being acquired (the 'Issuance
                Price').

            


    

    


    Optionee
      and Company acknowledge that any issuance of any Option Shares and other Stock
      are subject to Company's Articles of Association, as amended, and the laws
      of
      the Netherlands. Prior to signing of the Agreement, Company will procure to
      put
      the relevant issuance of the Option to acquire the Option Shares on the terms
      and conditions described in the Agreement, on the agenda of the first,
      subsequent meeting of Shareholders of Company, for resolution as required under
      the laws of the Netherlands and Company's Articles of Association. Thereafter,
      after signing of the Agreement, upon acceptance of the afore-mentioned notice
      by
      Optionee and receipt of payment in full of the Issuance Price by Company, and
      after issuance of the relevant Option Shares, Company will procure that Optionee
      will receive a certified copy of the notarial deed of issuance thereof as soon
      as reasonable possible.

    


    2. Issuance
      Price.
      Payment
      of the Issuance Price for all Option Shares pursuant to the exercise of an
      Option shall be made in cash, or other monetary value that Company on a case
      to
      case basis finds and confirms to be acceptable in writing.

    


    3. No
      Rights as a Shareholder.
      Optionee shall not be deemed to be the holder of, or to have any of the rights
      of a holder with respect to any Option Shares until (a) the Option shall have
      been exercised pursuant to the terms of this Agreement and Optionee shall have
      paid in full the Issuance Price for the number of Option Shares in respect
      of
      which the Option was exercised, (b) Company shall have issued and delivered
      the
      Option Shares to Optionee, and (c) Optionee's name shall have been entered
      as a
      shareholder of record on the books of Company, whereupon Optionee shall have
      full ownership rights with respect to such Option Shares. Company shall make
      no
      adjustment for any dividends or distributions or other rights on or with respect
      to Option Shares for which the record date is prior to the issuance of such
      stock certificate, except as may otherwise be provided in this
      Agreement.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    4. Restriction
      on Transfer of Option.
      The
      Option evidenced hereby is nontransferable other than by will or the laws of
      descent and distribution and shall be exercisable during the lifetime of
      Optionee only by Optionee (or in the event of his disability, by his personal
      representative) and after his death, only by his legatee or the executor of
      his
      estate.

    


    5. Securities
      Laws Restrictions.
      The
      Option may not be exercised at any time unless, in the opinion of counsel for
      Company, the issuance and sale of the Option Shares issued upon such exercise
      is
      exempt from registration under the Securities Act of 1933, as amended, or any
      other applicable federal or state securities law, rule or regulation, or the
      Option Shares have been duly registered under such laws. Company shall not
      be
      required to register the Option Shares issuable upon the exercise of the Option
      under any such laws.

    


    6. Repurchase
      of Option Shares After Violation of Agreement Regarding Certain
      Activities.
      If
      Optionee violates any confidentiality or other agreement or obligation in favor
      of Company applicable to Optionee's activities after Optionee ceases (whether
      voluntarily or otherwise) to perform services for Company, then Company shall
      have the right in its sole discretion to purchase all or any portion of the
      Option Shares acquired by Optionee's exercise of the Option by giving notice
      to
      Optionee no later than sixty (60) days after the date Company obtains knowledge
      of Optionee's violation of the confidentiality or other agreement or other
      obligation. The price at which Company may repurchase each Option Share shall
      equal the Exercise Price. Optionee shall deliver the Option Shares, duly
      endorsed for transfer to Company, free and clear of all liens, security
      interests, pledges or other claims or charges, and Company will tender to
      Optionee, by bank wire transfer, cash or cheque, the purchase price equal to
      the
      total Issuance Price paid for such Option Shares.

    


    7. First
      right of refusal.

    


    
      	 	
              a.

            	
              In
                General. The provisions of this Section 7 shall be effective unless
                and
                until the Option Shares are listed on a national securities exchange
                or
                quoted on the National Association of Securities Dealers Automated
                Quotation System. The provisions of this Section shall be binding
                upon any
                transferee (whether by purchase, gift, devise, intestate succession,
                or
                other transfer) of any Option Shares purchased pursuant to the exercise
                of
                this Option. Company shall have complete discretion regarding whether
                or
                not Option Shares will be purchased by Company pursuant to this Section.
                All terms and conditions of the right of first refusal and repurchase
                right that are not expressly set forth herein shall be determined
                in the
                sole discretion of Company.

            


    

    


    
      	 	
              b.

            	
              Repurchase
                Right. At any time within ninety (90) days after the termination
                of
                Optionee's Employment Agreement (or, if later, within the ninety
                (90) day
                period beginning immediately after the exercise of the Option), Company
                shall have the right to repurchase for cash or, if applicable,
                cancellation of purchase money indebtedness from Optionee any Option
                Shares acquired by Optionee pursuant to the exercise of the Option
                at the
                Exercise Price of such Shares, if Optionee's services under the Employment
                Agreement are terminated by Company for
                cause.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8. Changes
      in Capitalization.

    


    
      	 	
              a.

            	
              An
                appropriate adjustment in the number and kind of Option Shares and
                in the
                Exercise Price shall be made by Company, in its sole discretion,
                in the
                event the number of Shares of Stock of Company is increased or decreased
                by reason of Company effecting one or more stock dividends, stock
                splits,
                reverse stock splits, subdivisions, consolidations or other similar
                events, or there occurs any other event which in the judgment of
                Company
                necessitates such action.

            


    

    


    
      	 	
              b.

            	
              In
                the event of a Change in Control pursuant to which the surviving
                entity
                does not agree to the assumption of the Option, Company may elect
                to take
                such action as it deems necessary or appropriate, including, without
                limitation, substitute new awards, adjust outstanding awards, accelerate
                awards or remove restrictions on outstanding awards. For purposes
                of this
                subsection, the phrase 'Change In Control' means: (a) the acquisition
                of
                ownership, directly or indirectly (in a single transaction or a series
                of
                related transactions), beneficially or of record, by any Person or
                group
                (within the meaning of Section 13(d) and Section14(d)(2) of the Securities
                Exchange Act of 1934 as in effect on the date hereof) of capital
                stock
                representing more than 50.1% of the issued and outstanding capital stock
                of Company entitled to vote for the members of the board of directors
                of
                Company (other than by any Person or group in control of Company
                on the
                date hereof), or (b) the acquisition of ownership, directly or indirectly
                (in a single transaction or a sales of related transactions), by
                any
                Person or group (other than the group in control of Company on the
                date
                hereof) of over 50.1% of the assets of Company; provided,
                however,
                that a Change in Control shall not include any acquisitions described
                in
                (a) or (b) above by any holder of Company's common stock, group of
                such
                stockholders or their respective affiliates or any change in control
                that
                occurs on account of any public offering of Company’s common stock
                registered under the Securities Exchange Act of 1934. 'Person' shall
                mean
                a natural person, partnership (whether general, limited, or limited
                liability, and whether domestic or foreign), limited liability company,
                trust, business trust, estate, association, corporation, joint venture,
                custodian, nominee, cooperative or any other organization or any
                other
                individual or entity in its own or any representative
                capacity.

            


    

    


    
      	 	
              c.

            	
              The
                existence of the Option granted pursuant to this Agreement shall
                not
                affect in any way the right or power of Company to make or authorize
                any
                adjustment, reclassification, reorganization or other change in its
                capital or business structure, any merger or consolidation of Company,
                any
                issue of debt or equity securities having preferences or priorities
                as to
                its Stock or the rights thereof, the dissolution or liquidation of
                Company, any sale or transfer of all or any part of its business
                or
                assets, or any other corporate act or proceeding. Any adjustment
                pursuant
                to this Section may provide, in Company's discretion, for the elimination
                without payment therefor of any fractional shares that might otherwise
                become subject to any Option.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    9. Governing
      Laws, choice of forum.
      This
      Agreement shall be construed, administered and enforced according to the laws
      of
      the Netherlands, except for mandatory laws on a case to case basis. All disputes
      arising out or in connection with this Agreement and/or related matters, which
      cannot be solved through amicable negotiations shall be exclusively and finally
      settled under the Rules of Arbitration of the International Chamber of Commerce
      (ICC) which Rules are available at its web site:
      www.iccwbo.org/court/english/rules/rules.asp. The Arbitral Tribunal shall be
      composed of one arbitrator appointed in accordance with said Rules. The place
      of
      arbitration shall be (i) in Amsterdam, the Netherlands if the Optionee is
      residing outside the United States of America, or (ii) in Columbia, South
      Carolina, United States of America if the Optionee is residing inside the United
      States of America, and the arbitration proceedings shall be conducted in
      English, without prejudice to the right of either Party to apply for disposition
      by summary proceedings.

    


    10. Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the heirs, legal
      representatives, successors and permitted assigns of Optionee and
      Company.

    


    11. Notice.
      Except
      as otherwise specified herein, all notices and other communications under this
      Agreement shall be in writing and shall be deemed to have been given if
      personally delivered or if sent to the proposed recipient at the proposed
      recipient's last known address (a) by registered or certified United States
      mail, return receipt requested, postage prepaid, or (b) by a nationally
      recognized overnight courier service. Any party may designate any other address
      to which notices shall be sent by giving notice of the address to the other
      party in the same manner as provided herein.

    


    12. Severability.
      In the
      event that any one or more of the provisions or portion thereof contained in
      this Agreement shall for any reason be held to be invalid, illegal or
      unenforceable in any respect, the same shall not invalidate or otherwise affect
      any other provisions of this Agreement, and this Agreement shall be construed
      as
      if the invalid, illegal or unenforceable provision or portion thereof had never
      been contained herein.

    


    13. Other
      Terms; Entire Agreement.
      Optionee's rights under this Agreement are subject in all respects to all of
      the
      terms and conditions of the form of exercise notice attached as Exhibit 1.
      Each
      of the terms and conditions contained in Exhibit 1 are incorporated herein
      by
      reference. This Agreement expresses the entire understanding of the parties
      with
      respect to the Option.

    


    14. Violation.
      Any
      transfer, pledge, sale, assignment, or hypothecation of the Option or any
      portion thereof shall be a violation of the terms of this Agreement and shall
      be
      void and without effect.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    15. Headings
      and Capitalized Terms.
      Section
      headings used in this Agreement are for convenience of reference only and shall
      not be considered in construing this Agreement.

    


    16. Specific
      Performance.
      In the
      event of any actual or threatened default in, or breach of, any of the terms,
      conditions and provisions of this Agreement, the party or parties who are
      thereby aggrieved shall have the right to specific performance and injunction
      in
      addition to any and all other rights and remedies at law or in equity, and
      all
      such rights and remedies shall be cumulative.

    


    17. No
      Right to Continued Retention.
      Nothing
      in this Agreement shall be interpreted or construed to confer upon Optionee
      any
      right with respect to continued service of employment with Company or Collexis,
      as the case may be, nor shall this Agreement interfere in any way with the
      right
      of the Board of Directors or shareholders, acting pursuant to its Bylaws and/or
      articles of association of either Company or Collexis, as the case may be,
      to
      terminate Optionee's service of employment at any time.

     

    
 

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        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      1

    


    COLLEXIS,
      B.V.

    


    NOTICE
      OF EXERCISE OF

    OPTION
      TO ACQUIRE

    COMMON
      STOCK

     

     

    

      
        	 	
                Name:       
                  ______________________________________________

              
	 	
                Address:  
                  ______________________________________________

              
	 	              
                ________________________________________
	 	              
                ________________________________________
	 	 
	 	
                Date:          ______________________________________________

              


      

    

         

    


    Collexis
      B.V.

    [______________]

    [______________]

    Attn:
      CEO

    

      
        	
                Re:

              	
                Exercise
                  of Nonqualified Stock Option

              


      

    

     

    To
      whom
      it may concern:

    


    I
      hereby
      elect to exercise the option granted to me to acquire ________ Option Shares
      in
      accordance with that certain Nonqualified Stock Option Agreement (the
‘Agreement’) dated as of _____________. Except as otherwise defined in this
      notice, all capitalized terms and phrases in this notice shall have the meaning
      ascribed thereto in the Agreement. Subject to Company's acceptance, the issuance
      proceedings will commence as of the _______ day of __________________ 200____
      (the ‘Exercise Date’).

    


    On
      the
      Exercise Date, I will deliver to you cash, or by bank wire to Company, in the
      total amount of $________, representing the full Issuance Price of such Option
      Shares. If I do not pay the full Issuance Price by cash or bank wire to Company
      on the Exercise Date, I hereby request that Company withhold the number of
      Option Shares that have an aggregate value equal to the Issuance Price of the
      number of Option Shares for which this notice is given from the number of Option
      Shares issued to me.

    


    As
      soon
      as the relevant, certified copy of the notarial deed of issuance is available,
      please deliver it to me at the above address.

    


    If
      the
      Option Shares being acquired are not registered for issuance to and resale
      by
      Optionee pursuant to an effective registration statement on Form S-8 (or
      successor form) filed under the Securities Act of 1933, as amended (the ‘1933
      Act’), I hereby represent, warrant, covenant, and agree with Company as
      follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.

            	
              The
                Option Shares being acquired by me are being acquired for my own
                account
                without the participation of any other person, with the intent of
                holding
                the Option Shares for investment and without the intent of participating,
                directly or indirectly, in a distribution of the Option Shares, and
                not
                with a view to, or for resale in connection with, any distribution
                of the
                Option Shares, nor am I aware of the existence of any distribution
                of the
                Option Shares;

            


    

    


    
      	 	
              2.

            	
              I
                am not acquiring the Option Shares based upon any representation,
                oral or
                written, by any person with respect to the future value of, or income
                from, the Option Shares but rather upon an independent examination
                and
                judgment as to the prospects of
                Company;

            


    

    


    
      	 	
              3.

            	
              The
                Option Shares were not offered to me by means of publicly disseminated
                advertisements or sales literature, nor am I aware of any offers
                made to
                other persons by such means;

            


    

    


    
      	 	
              4.

            	
              I
                am able to bear the economic risks of the investment in the Option
                Shares,
                including the risk of a complete loss of my investment
                therein;

            


    

    


    
      	 	
              5.

            	
              I
                understand and agree that the Option Shares will be issued and sold
                to me
                without registration under any state law relating to the registration
                of
                securities for sale, and will be issued and sold in reliance on the
                exemptions from registration under the 1933 Act and the rules and
                regulations promulgated thereunder;

            


    

    


    
      	 	
              6.

            	
              The
                Option Shares cannot be offered for sale, sold or transferred by
                me other
                than pursuant to: (1) an effective registration under the 1933 Act
                or in a
                transaction otherwise in compliance with the 1933 Act; (2) evidence
                satisfactory to Company of compliance with the applicable securities
                laws
                of other jurisdictions; and (3) compliance with the provisions in
                the
                Agreement granting Company a right of first refusal and other repurchase
                rights with respect to the Option Shares. Company shall be entitled
                to
                rely upon an opinion of counsel satisfactory to it with respect to
                compliance with the above laws;

            


    

    


    
      	 	
              7.

            	
              Company
                will be under no obligation to register the Option Shares or to comply
                with any exemption available for the sale of the Option Shares without
                registration or filing, and no assurance has been given that the
                information or conditions necessary to permit routine sales of securities
                of Company under Rule 144 under the 1933 Act are or will become available.
                Company is under no obligation to act in any manner so as to make
                Rule 144
                available with respect to the Option
                Shares;

            


    

     

    
      	 	
              8.

            	
              I
                agree, in connection with any public offering of Company's Stock,
                upon
                request of Company or the underwriters managing any underwritten
                public
                offering of Company's Stock and making such request with the approval
                of
                Company's Board of Directors, not to sell, make any short sale of,
                loan,
                grant any option for the purchase of, or otherwise dispose of any
                of my
                Option Shares without the prior written consent of Company or such
                underwriters, as the case may be, from the effective date of such
                registration for so long as Company or the underwriters may specify,
                but
                in any event not to exceed 180
                days;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              9.

            	
              I
                have had the opportunity to ask questions of and receive answers
                from
                Company and any person acting on its behalf and to obtain all material
                information reasonably available with respect to Company and its
                affairs.
                I have received all information and data with respect to Company
                which I
                have requested and which I have deemed relevant in connection with
                the
                evaluation of the merits and risks of my investment in
                Company;

            


    

    


    
      	 	
              10.

            	
              I
                have such knowledge and experience in financial and business matters
                that
                I am capable of evaluating the merits and risks of the purchase of
                the
                Option Shares hereunder and I am able to bear the economic risk of
                such
                purchase; and

            


    

    


    
      	 	
              11.

            	
              I
                understand and agree that the Option Shares being acquired by me
                are
                subject to certain restrictions contained in the Agreement, including,
                without limitation, Company's right to repurchase the Option Shares
                upon
                the occurrence of certain events and Company's right of first refusal
                with
                respect to the Option Shares.

            


    

    


    The
      agreements, representations, warranties and covenants made by me herein extend
      to and apply to all of the Option Shares of Company issued to me pursuant to
      this notice. Acceptance by me of the certificate representing such Option Shares
      shall constitute a confirmation by me that all such agreements, representations,
      warranties and covenants made herein shall be true and correct at that
      time.

    

      
        	 	
                Very
                  truly yours,

              
	 	 
	 	 
	 	__________________________________ 


      

    

     

    

      AGREED
        TO AND ACCEPTED:

      


      COLLEXIS
        B.V.

      


      


      By:
        _______________________________________________      

      


      Title:
        ______________________________________________      

      


      Cumulative
        Number of Option Shares

      Exercised
        to Date: ____________________________________    

      


      Number
        of
        Unexercised Option Shares

      Remaining:
        _________________________________________                                    
        Date:_________________________________     

       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ______________

     

    SCHEDULE
      1

    


    COLLEXIS
      B.V.

    


    NONQUALIFIED
      STOCK OPTION AGREEMENT

    


    Vesting
      Schedule

    

      
        	
                
                  Aggregate
                    Number of Option
Shares
                  which become Vested

              	
                Date
                  (close of business) on which such 
                  aggregate
                    Option Shares become Vested

                

              
	 	 
	
                (a)    _________________________

              	
                ______

              
	
                (b)    _________________________

              	
                ______

              
	
                (c)    _________________________

              	
                ______

              
	
                (d)    _________________________

              	
                ______

              
	
                (e)    _________________________

              	
                ______

              
	
                (f)    
                  _________________________

              	
                ______

              
	
                (g)    _________________________

              	
                ______

              
	
                (h)    _________________________

              	
                ______

              
	
                (i)    
                  _________________________

              	
                ______

              
	
                (j)    
                  _________________________

              	
                ______

              
	
                (k)    _________________________

              	
                ______

              
	
                (l)    
                  _________________________

              	
                ______

              


      

    

     

    Except
      as
      otherwise provided in this Agreement, no Option Shares shall vest upon or
      following the effective date of Optionee's termination service of employment
      if
      such termination shall occur (a) on account of mutual agreement; (b) Optionee's
      death or disability; (c) for Cause; or (d) on account of a voluntary termination
      by Optionee.

     

    
      
        
        

      

      
        4