Untitled Document




 

 Exhibit
      4.2

 

	Number
            of Shares: ___________________
	Date
            of Grant: _______________



 

 

FORM
      OF NON QUALIFIED STOCK OPTION AGREEMENT

 

AGREEMENT
    made this _____ day of __________________, 20____, between ____________________________
    (the “Optionee”), and VISUALMED CLINICAL
    SOLUTIONS CORP., a Nevada corporation (the “Company”).

 

1. Grant
        of Option. The Company, pursuant to the provisions
        of The FEBRUARY 2008 VISUALMED CLINICAL SOLUTIONS
        CORP. Nonqualified Stock
        Option Plan (the “Plan”), set forth
        as Attachment A hereto, hereby grants to the Optionee, subject to the
        terms and conditions set forth or incorporated herein, an Option and
        Purchase from the Company all or any part of an aggregate of _______________
        Common Shares, as such Common Shares are now constituted, at the purchase
        price of $_________ per
        share. The provisions of the Plan governing the terms and conditions
        of the Option granted hereby are incorporated in full herein by reference. 

 

2. Exercise. The
    Option evidenced hereby shall be exercisable in whole or in part (but only
    in multiples of 100 Shares unless such exercise is as to the remaining balance
    of this Option) on or after __________________, 20___ and on or before _________________,
    20___, provided that the cumulative number of Common Shares as to which this
    Option may be exercised (except as provided in paragraph 1 of Article VI
    of this Plan) shall not exceed the following amounts: 

 

 

	Cumulative
            Number of Shares
	Prior
            to Date (Not Inclusive of)



 

 

The
    Option evidenced hereby shall be exercisable by the delivery to and receipt
    by the Company of (i) a written notice of election to exercise, in the form
    set forth in Attachment B hereto, specifying the number of shares to be purchased;
    (ii) accompanied by payment of the full purchase price thereof in case or
    certified check payable to the order of the Company, or by fully-paid and
    nonassessable Common Shares of the Company properly endorsed over to the
    Company, or by a combination thereof; and, (iii) by return of this Stock
    Option Agreement for endorsement of exercise by the Company on Schedule I
    hereof. In the event fully paid and nonassessable Common Shares are submitted
    as whole or partial payment for Shares to be purchased hereunder, such Common
    Shares will be valued at their Fair Market Value (as defined in the FEBRUARY
    2008 Plan) on the date such Shares are received by the Company and applied
    to payment of the exercise price. 

 

Optionee
    other than by the Optionee’s will, by the laws of descent and distribution,
    as provided in paragraph 10 of Article V of the Plan. The Option shall be
    exercisable only by the Optionee during his/her lifetime. 

 

 








 

 

VISUALMED
      CLINICAL SOLUTIONS CORPORATION 

 

BY:

 

________________________________________

Gerard
Dab, Chairman & Chief Executive Officer

 

ATTEST: 

 

_____________________________

Jayne
    Kirby, Vice President Finance

 

Optionee
    hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts
    this Option subject to each and every term and provision of such Plan. Optionee
    hereby agrees to accept as binding, conclusive and final, all decisions or
    interpretations of the Compensation Committee of the Board of Directors administering
    the Plan on any questions arising under such Plan. Optionee recognizes that
    if Optionee’s employment with the Company or any subsidiary thereof
    shall be terminated with cause, or by the Optionee, all of the Optionee’s
    rights hereunder shall thereupon terminate; and that, pursuant to paragraph
    11 of Article V of the Plan, this Option may not be exercised while there
    is outstanding to Optionee any unexercised Stock Option, granted to Optionee
    before the date of grant of this Option, to purchase Common Shares of the
    Company or any parent or subsidiary thereof. 

 

Dated:
    ________________________________

 

 

	 

	Optionee

         

       

	Type
          or Print Name

         

       

	Address

         

       

	Social
          Security No.

         



 

 

 








 

 

 Date:
    _____________________

 

Secretary, 

VISUALMED
    CLINICAL SOLUTIONS CORP. 

1035
    Laurier

Montreal,
    Quebec

Canada
    H2V 2L1

 

Dear
    Sir/Madam: 

 

In
    accordance with paragraph 2 of the Nonqualified Stock Option Agreement evidencing
    the Option granted to me on _____________________ under The FEBRUARY
    2008 VISUALMED CLINICAL SOLUTIONS CORP. Nonqualified
    Stock Option Plan, I hereby elect to exercise this
    Option to the extent of __________________ Common Shares. 

 

Enclosed
    are (i) Certificate(s) No.(s) ____________________ representing fully-paid
    common shares of VISUALMED CLINICAL SOLUTIONS CORP. endorsed
    to the Company with signature guaranteed, and/or a certified check payable
    to the order of VISUALMED CLINICAL SOLUTIONS CORP. in
    the amount of $_______________ as the balance of the purchase price of $______________
    for the Shares which I have elected to purchase and (ii) the original Stock
    Option Agreement for endorsement by the Company as to exercise on Schedule
    I thereof. I acknowledge that the Common Shares (if any) submitted as part
    payment for the exercise price due hereunder will be valued by the Company
    at their Fair Market Value (as defined in the Plan) on the date this Option
    exercise is effected by the Company. In the event I hereafter sell any Common
    Shares issued pursuant to this option exercise within one year from the date
    of exercise or within two years after the date of grant of this Option, I
    agree to notify the Company promptly of the amount of taxable compensation
    realized by me by reason of such sale for federal income tax purposes. 

 

When
    the certificate for Common Shares which I have elected to purchase has been
    issued, please deliver it to me, along with my endorsed Stock Option Agreement
    in the event there remains an unexercised balance of Shares under the Option,
    at the following address:

 

Optionee’s
    address:

 

	 

	 

         



 

 

	 

	Signature
          of Optionee

         

       

	Type
          or Print Name