c49530_ex4-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




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 JULY
2007 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 deliver 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 JULY 2007 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 9 of Article V of the Plan. The Option shall be exercisable only by the Optionee during his/her
lifetime.


VISUALMED CLINICAL SOLUTIONS CORP.

	 	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 10 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 rue Laurier O. 












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 JULY 2007 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:

Include Optionee’s address here.


____________________________________________
 Signature of Optionee 
____________________________________________
 Type or Print Name