<PAGE>

                                                                   EXHIBIT 10.13









                             STOCK OPTION AGREEMENT














<PAGE>


          MEDICAL RESOURCES MANAGEMENT, INC. 2000 STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

You have been granted the following option to purchase Common Stock of Medical
Resources Management, Inc. (the "Company"):

Name of Optionee:

Total Number of Shares Granted:

Type of Option:

Exercise Price Per Share:

Date of Grant:

Date Exercisable:

Vesting Commencement Date:

Vesting Schedule:

Expiration Date:

By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the Medical Resources Management, Inc. 2000 Stock
Incentive Plan and the Stock Option Agreement, both of which are attached to and
made a part of this document. Optionee hereby represents that both the option
and any shares acquired upon exercise of the option have been or will be
acquired for investment for his own account and not with a view to or for sale
in connection with any distribution or resale of the security.


OPTIONEE:                                     MEDICAL RESOURCES MANAGEMENT, INC.



By: ______________________________            By:   ____________________________

__________________________________            Its:  ____________________________
Print Name



<PAGE>


                                     ANNEX I

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.

          MEDICAL RESOURCES MANAGEMENT, INC. 2000 STOCK INCENTIVE PLAN:
                             STOCK OPTION AGREEMENT

                           SECTION 1: GRANT OF OPTION

1.1 OPTION. On the terms and conditions set forth in the Notice of Stock Option
Grant and this Agreement, the Company grants to the Optionee on the Date of
Grant the option to purchase at the Exercise Price the number of Shares set
forth in the Notice of Stock Option Grant. This option is intended to be either
an ISO or a Non-Qualified Stock Option, as provided in the Notice of Stock
Option Grant.

1.2 STOCK PLAN AND DEFINED TERMS. This option is granted pursuant to the Plan, a
copy of which the Optionee acknowledges having received. The provisions of the
Plan are incorporated into this Agreement by this reference. Capitalized terms
are defined at the end of this Agreement.

                          SECTION 2: RIGHT TO EXERCISE

2.1 EXERCISABILITY. Subject to Sections 2.2 and 2.3 below and the other
conditions set forth in this Agreement, all or part of this option may be
exercised prior to its expiration at the time or times set forth in the Notice
of Stock Option Grant. Shares purchased by exercising this option may be subject
to the Right of Repurchase under Section 7. In addition, all of the remaining
unexercised options shall become vested and fully exercisable if (i) the Company
consurnmates a Change in Control (as defined in the Plan), before the Optionee's
Service terminates and (ii) the option is not assumed or an equivalent option is
not substituted by the successor entity that employs the Optionee immediately
after the Change in Control or by its parent or subsidiary.

2.2 $100,000 LIMITATION. The aggregate fair market value (determined at the time
the option is granted) of the Shares with respect to which ISOs granted after
1986 are exercisable for the first time during any calendar year (under all ISO
plans of the Company and its Subsidiaries) shall not exceed $100,000. If this
option is designated as an ISO in the Notice of Stock Option Grant, then to the
extent (and only to the extent) the Optionee's right to exercise this option
causes this option (in whole or in part) to not be treated as an ISO by reason
of the $100,000 annual limitation under Section 422(d) of the Code, such options
shall be treated as Non-Qualified Stock Options, but shall be exercisable by
their terms. The determination of options to be treated, as Non-Qualified Stock
Options shall be made by taking options into account in the order in which


                                        1

<PAGE>

they are granted. If the terms of this option cause the $100,000 annual
limitation under Section 422(d) of the Code to be exceeded, a pro rata portion
of each exercise shall be treated as the exercise of a Non-Qualified Stock
Option.

2.3 STOCKHOLDER APPROVAL, Any other provision of this Agreement notwithstanding,
no portion of this option shall be exercisable at any time prior to the approval
of the Plan by the Company's stockholders.

                 SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION

Except as provided herein, an Optionee may not assign, sell or transfer the
Option, in whole or in part, other than by will or by operation of the laws of
descent and distribution. The Administrator, in its sole discretion may permit
the transfer of a Non-Statutory Option (but not an ISO) to (i) a member of the
Participant's immediate family; (ii) a trust solely for the benefit of the
Participant and/or one or more members of Participant's immediate family; or
(iii) a partnership or limited liability company, all of whose interests are
owned by the Participant and/or one or more members of his immediate family (any
of (i), (ii) and (iii) referred to as a "PERMITTED TRANSFEREE"). A transfer
permitted under this Section 3 hereof may be made only upon written notice to
and approval thereof by Administrator. A Permitted Transferee may not further
assign, sell or transfer the transferred Option, in whole or in part, other than
by will or by operation of the laws of descent and distribution. A Permitted
Transferee shall agree in writing to be bound by the provisions of this Plan.
For purposes of this Section 3, immediate family" shall mean the Optionee's
spouse (including a former spouse subject to terms of a domestic relations
order) children, children-in-law and grandchildren, including adopted and
stepchildren and grandchildren.

                         SECTION 4: EXERCISE PROCEDURES

4.1 NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this option by giving written notice to the Company in the manner
specified pursuant to Section 13.3 hereof Such notice shall specify the election
to exercise this option, the number of Shares for which it is being exercised
and the form of payment. The notice shall be signed by the person who is
entitled to exercise this option. In the event that this option is to be
exercised by the Optionee's representative, the notice shall be accompanied by
proof (satisfactory to the Company) of the representative's right to exercise
this option. The Optionee or the Optionee's representative shall deliver to the
Company, at the time of giving the notice, payment in a form permissible under
Section 5 hereof for the full amount of the Purchase Price,

4.2 ISSUANCE OF SHARES. After receiving a proper notice of exercise, the Company
shall cause to be issued a certificate or certificates for the Shares as to
which this option has been exercised, registered in the name of the person
exercising this option (or in the names of such person and his or her spouse as
community property or as joint tenants with right of survivorship). The Company
shall cause such certificate or certificates to be deposited in escrow or
delivered to or upon the order of the person exercising this option.

4.3 WITHHOLDING TAXES. In the event that the Company determines that it is
required to withhold any tax as a result of the exercise of this option, the
Optionee, as a condition to the exercise of this option, shall make arrangements
satisfactory to the Company to enable it to satisfy all withholding
requirements. The Optionee shall also make arrangements satisfactory to


                                        2

<PAGE>

the Company to enable it to satisfy any withholding requirements that may arise
in connection with the vesting or disposition of Shares purchased by exercising
this option.

                          SECTION 5: PAYMENT FOR STOCK

5.1 GENERAL RULE. The entire Exercise Price of Shares issued under the Plan
shall be payable in full by cash or check for an amount equal to the aggregate
Exercise Price for the number of shares being purchased, or in the discretion of
the Plan Administrator, upon such terms as the Plan Administrator shall approve,
by, as applicable, (i) a copy of instructions to a broker directing such broker
to sell the Shares for which this option is exercised, and to remit to the
Company the aggregate Exercise Price of such option (a "cashless exercise"),
(ii) paying all or a portion of the Exercise Price for the number of Shares
being purchased by tendering Shares owned by the Optionee, duly endorsed for
transfer to the Company, with a Fair Market Value on the date of delivery equal
to the aggregate purchase price of the shares with respect to which this option
or portion hereof is exercised (a "stock-for-stock exercise"), or (iii) by a
stock for stock exercise by means of attestation whereby the Optionee identifies
for delivery specific Shares already owned by Optionee and receives a number of
Shares equal to the difference between the Option Shares thereby exercised and
the identified attestation Shares (an "attestation exercise").

5.2 WITHHOLDING PAYMENT. The Exercise Price shall include payment of the amount
of all federal, state, local or other income, excise or employment taxes subject
to withholding (if any) by the Company or any parent or subsidiary corporation
as a result of the exercise of a Stock Option. The Optionee may pay all or a
portion of the tax withholding by cash or check payable to the Company, or, at
the discretion of the Administrator, upon such terms as the Administrator shall
approve, by (i) cashless exercise or attestation exercise; (ii) Stock-for-Stock
exercise; (iii) in the case of an Option, by paying all or a portion of the tax
withholding for the number of shares being purchased by withholding shares from
any transfer or payment to the Optionee ("Stock withholding"); or (iv) a
combination of one or more of the foregoing payment methods. Any shares issued
pursuant to the exercise of an Option and transferred by the Optionee to the
Company for the purpose of satisfying any withholding obligation shall not again
be available for purposes of the Plan. The Fair Market Value of the number of
shares subject to Stock withholding shall not exceed an amount equal to the
applicable minimum required tax withholding rates.

5.3 PROMISSORY NOTE. The Plan Administrator, in its sole discretion, upon such
terms as the Plan Administrator shall approve, may permit all or a portion of
the Exercise Price of Shares issued under the Plan to be paid with a
full-recourse promissory note. However, the par value of the Shares acquired
upon exercise of such Option, if newly issued, shall be paid in cash or cash
equivalents. The Shares shall be pledged as security for payment of the
principal amount of the Promissory note and interest thereon. Subject to the
foregoing, the Plan Administrator (at its sole discretion) shall specify the
term, interest rate, amortization requirements (if any) and other provisions of
such note.

5.4 EXERCISE/ PLEDGE. In the discretion of the Plan Administrator, upon such
terms as the Plan Administrator shall approve, payment may be made all or in
part by the delivery (on a form prescribed by the Plan Administrator) of an
irrevocable direction to pledge Shares to a securities broker or lender approved
by the Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.


                                        3

<PAGE>

                         SECTION 6: TERM AND EXPIRATION

6.1 BASIC TERM. This option shall expire and shall not be exercisable after the
expiration of the earliest of (i) the Expiration Date specified in the Notice of
Stock Option Grant, (ii) three months after the date the Optionee's Service with
the Company and its subsidiaries terminates if such termination is for any
reason other than voluntary termination, death, Disability or Cause, (iii) one
year after the date the Optionee's Service with the Company and its subsidiaries
terminates if such termination is a result of death or Disability, and (iv) if
the Optionee's Service with the Company and its subsidiaries terminates for
Cause, all outstanding Options granted to such Optionee shall expire as of the
commencement of business on the date of such termination Outstanding Options
that are not exercisable at the time of termination of employment for any reason
shall expire at the close of business on the date of such termination. The Plan
Administrator shall have the sole discretion to determine when this option is to
expire. For any purpose under this Agreement, Service shall be deemed to
continue while the Optionee is on a bona fide leave of absence, if such leave
was approved by the Company in writing and if continued crediting of Service
for such purpose is expressly required by the terms of such leave or by
applicable law (as determined by the Plan Administrator).

6.2 EXERCISE AFTER DEATH. All or part of this option may be exercised at any
time before its expiration under Section 6.1 above by the executors or
administrators of the Optionee's estate or by any person who has acquired this
option directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that this option had become exercisable
before the Optionee's death. When the Optionee dies, this option shall expire
immediately with respect to the number of Shares for which this option is not
yet exercisable and with respect to any Restricted Stock.

6.3 NOTICE CONCERNING ISO TREATMENT. If this option is designated as an ISO in
the Notice of Stock Option Grant, it ceases to qualify for favorable tax
treatment as an ISO to the extent it is exercised (i) more than three months
after the date the Optionee ceases to be an Employee for any reason other than
death or permanent and total disability (as defined in Section 22(e)(3) of the
Code), (ii) more than 12 months after the date the Optionee ceases to be an
Employee by reason of such permanent and total disability or (iii) after the
Optionee has been on a leave of absence for more than 90 days, unless the
Optionee's reemployment rights are guaranteed by statute or by contract.

                         SECTION 7: RIGHT OF REPURCHASE

7.1 STOCK REPURCHASE RIGHT. Unless they have become vested in accordance with
the Notice of Stock Option Grant and Section 7.3 below, the stock acquired under
this Agreement initially shall be Restricted Stock and shall be subject to a
right (but not an obligation) of repurchase by the Company, which shall be
exercisable at a price equal to the exercise price paid for the Restricted
Stock. The Optionee shall not transfer, assign, encumber or otherwise dispose of
any Restricted Stock, except as provided in the following sentence. The Optionee
may transfer Restricted Stock:

          7.1.1 By beneficiary designation, will or intestate succession; or


                                        4


<PAGE>

          7.1.2 To the Optionee's spouse, children or grandchildren (together,
"Transferees")

Provided, however, in either case the Transferee must agree in writing on a form
prescribed by the Company to be bound by all provisions of this Agreement. If
the Optionee transfers any Restricted Stock, then this Section 7 will apply to
the Transferee to the same extent as to the Optionee.

7.2 CONDITION PRECEDENT TO EXERCISE. The Stock Repurchase Right shall be
exercisable over Restricted Stock only during the 90-day period next following
the later of:

          7.2.1 The date when the Optionee's Service terminates for any reason,
with or without cause, including (without limitation) death or disability; or

          7.2.2 The date when this option was exercised by the Optionee,
the executors or administrators of the Optionee's estate or any person who has
acquired this option directly from the Optionee by bequest, inheritance or
beneficiary designation.

7.3 LAPSE OF STOCK REPURCHASE RIGHT. The Stock Repurchase Right shall lapse with
respect to the Shares subject to this option in accordance with the vesting
schedule set forth in the Notice of Stock Option Grant. In addition, the Stock
Repurchase Right shall lapse and all of the remaining Restricted Stock shall
become vested if (i) the Company consummates a Change in Control (as defined
in the Plan) before the Optionee's Service terminates and (ii) the Stock
Repurchase Right is not assigned to the entity that employs the Optionee
immediately after the Change in Control or to its parent or subsidiary.

7.4 EXERCISE OF STOCK REPURCHASE RIGHT. The Stock Repurchase Right shall be
exercisable only by written notice delivered to the Optionee prior to the
expiration of the 90-day period specified in Section 7.2 above. The notice shall
set forth the date on which the repurchase is to be effected. Such date shall
not be more than 30 days after the date of the notice. The certificate(s)
representing the Restricted Stock to be repurchased shall, prior to the close of
business on the date specified for the repurchase, be delivered to the Company
properly endorsed for transfer. The Company shall, concurrently with the receipt
of such certificate(s), pay to the Optionee the purchase price determined
according to this Section 7. Payment shall be made in cash or cash equivalents
or by canceling indebtedness to the Company incurred by the Optionee in the
purchase of the Restricted Stock. The Stock Repurchase Right shall terminate
with respect to any Restricted Stock for which it has not been timely exercised
pursuant to this Section 7.4.

7.5 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of the declaration
of a stock dividend, the declaration of an extraordinary dividend payable in a
form other than stock, a spin-off, a stock split, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company's
outstanding securities without receipt of consideration, any new, substituted or
additional securities or other property (including money paid other than as an
ordinary cash dividend) which are by reason of such transaction distributed with
respect to any Restricted Stock or into which such Restricted Stock thereby
become convertible shall immediately be subject to the Right of Repurchase.
Appropriate adjustments to reflect the distribution of such securities of
property shall be made to the number and/or class of the Restricted Stock.
Appropriate adjustments shall also, after each such transaction, be made to the
price per share to be paid upon the exercise of the Stock Repurchase Right in
order to reflect any change in the


                                        5

<PAGE>

Company's outstanding securities effected without receipt of consideration
therefor; provided, however, that the aggregate purchase price payable for the
Restricted Stock shall remain the same.

7.6 TERMINATION OF RIGHTS AS STOCKHOLDER. If the Company makes available, at the
time and place and in the amount and form provided in this Agreement, the
consideration for the Restricted Stock to be repurchased in accordance with this
Section 7, then after such time the person from whom such Restricted Stock are
to be repurchased shall no longer have any rights as a holder of such Restricted
Stock (other than the right to receive payment of such consideration in
accordance with this Agreement). Such Restricted Stock shall be deemed to have
been repurchased in accordance with the applicable provisions hereof, whether or
not the certificate(s) therefor have been delivered as required by this
Agreement.

7.7 ESCROW. Upon issuance, the certificates for Restricted Stock shall be
deposited in escrow with the Company to be held in accordance with the
provisions of this Agreement. Any new, substituted or additional securities or
other property described in Section 7.5 above shall immediately be delivered to
the Company to be held in escrow, but only to the extent the Shares are at the
time Restricted Stock. All regular cash dividends on Restricted Stock (or other
securities at the time held in escrow) shall be paid directly to the Optionee
and shall not be held in escrow. Restricted Stock, together with any other
assets or securities held in escrow hereunder, shall be (i) surrendered to the
Company for repurchase and cancellation upon the Company's exercise of its Stock
Repurchase Right or Right of First Refusal or (ii) released to the Optionee upon
the Optionee's request to the extent the Shares are no longer Restricted Stock
(but not more frequently than once every six months). In any event, all Shares
which have vested (and any other vested assets and securities attributable
thereto) shall be released within 60 days after the earlier of (i) the
Optionee's cessation of Service or (ii) the lapse of the Right of First Refusal.

                        SECTION 8: RIGHT OF FIRST REFUSAL

8.1 RIGHT OF FIRST REFUSAL. In the event that the Company's stock is not
publicly traded and the Optionee proposes to sell, pledge or otherwise transfer
to a third party any Shares acquired under this Agreement, or any interest in
such Shares, the Company shall have the Right of First Refusal with respect to
all (and not less than all) of such Shares. If the Optionee desires to transfer
Shares acquired under this Agreement while they are not publicly traded, the
Optionee shall give a written Transfer Notice to the Company describing fully
the proposed transfer, including the number of Shares proposed to be
transferred, the proposed transfer price, the name and address of the proposed
Transferee and proof satisfactory to the Company that the proposed sale or
transfer will not violate any applicable federal or state securities laws. The
Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the
transfer of the Shares. The Company shall have the right to purchase all, and
not less than all, of the Shares on the terms of the proposal described in the
Transfer Notice (subject, however, to any change in such terms permitted under
Section 8.2 below) by delivery of a notice of exercise of the Right of First
Refusal within 30 days after the date when the Transfer Notice was received by
the Company. The Company's rights under this Section 8.1 shall be freely
assignable, in whole or in Part.

8.2 TRANSFER OF SHARES. If the Company fails to exercise its Right of First
Refusal within 30 days after the date when it received the Transfer Notice, the
Optionee may, not later than 90 days following receipt of the Transfer Notice by
the Company, conclude a transfer of the Shares


                                        6

<PAGE>

subject to the Transfer Notice on the terms and conditions described in the
Transfer Notice, provided that any such sale is made in compliance with
applicable federal and state securities laws and not in violation of any other
contractual restrictions to which the Optionee is bound. Any proposed transfer
on terms and conditions different from those described in the Transfer Notice,
as well as any subsequent proposed transfer by the Optionee, shall again be
subject to the Right of First Refusal and shall require compliance with the
procedure described in Section 8.1 above. If the Company exercises its Right of
First Refusal, the parties shall consummate the sale of the Shares on the terms
set forth in the Transfer Notice within 60 days after the date when the Company
received the Transfer Notice (or within such longer period as may have been
specified in the Transfer Notice); PROVIDED, HOWEVER, that in the event the
Transfer Notice provided that payment for the Shares was to be made in a form
other than cash or cash equivalents paid at the time of transfer, the Company
shall have the option of paying for the Shares with cash or cash equivalents
equal to the present value of the consideration described in the Transfer
Notice.

8.3 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of the declaration
of a stock dividend, the declaration of an extraordinary dividend payable in a
form other than stock, a spin-off, a stock split, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company's
outstanding securities without receipt of consideration, any new, substituted or
additional securities or other property (including money paid other than as an
ordinary cash dividend) which are by reason of such transaction distributed with
respect to any Shares subject to this Section 8 or into which such Shares
thereby become convertible shall immediately be subject to this Section 8.
Appropriate adjustments to reflect the distribution of such securities or
property shall be made to the number and/or class of the Shares subject to this
Section 8.

8.4 TERMINATION OF RIGHT OF FIRST REFUSAL. Any other provision of this Section 8
notwithstanding, in the event that the Stock is readily tradable on an
established securities market when the Optionee desires to transfer Shares, the
Company shall have no Right of First Refusal, and the Optionee shall have no
obligation to comply with the procedures prescribed by Sections 8.1 and 8.2
above.

8.5 PERMITTED TRANSFERS. This Section 8 shall not apply to a transfer:

          8.5.1 By beneficiary designation, will or intestate succession; or

          8.5.2 To the Optionee's spouse, children or grandchildren or to a
trust established by the Optionee for the benefit of the Optionee or the
Optionee's spouse, children or grandchildren.

Provided, however, in either case the Transferee must agree in writing on a form
prescribed by the Company to be bound by all provisions of this Agreement. If
the Optionee transfers any Shares acquired under this Agreement, either under
this Section 8.5 or after the Company has failed to exercise the Right of First
Refusal, then this Section 8 shall apply to the Transferee to the same extent as
to the Optionee.

8.6 TERMINATION OF RIGHTS AS STOCKHOLDER. If the Company makes available, at the
time and place and in the amount and form provided in this Agreement, the
consideration for the Shares to be purchased in accordance with this Section 8,
then after such time the person from


                                        7

<PAGE>

whom such Shares are to be purchased shall no longer have any rights as a holder
of such Shares (other than the right to receive payment of such consideration in
accordance with this Agreement). Such Shares shall be deemed to have been
purchased in accordance with the applicable provisions hereof, whether or not
the certificate(s) therefor have been delivered as requited by this Agreement.

                     SECTION 9: LEGALITY OF INITIAL ISSUANCE

No Shares shall be issued upon the exercise of this option unless and until the
Company has determined that:

9.1 It and the Optionee have taken any actions requited to register the Shares
under the Securities Act or to perfect an exemption from the registration
requirements thereof;

9.2 Any applicable listing requirement of any stock exchange on which Stock is
listed has been satisfied; and

9.3 Any other applicable provision of state or federal law has been satisfied.

                       SECTION 10: NO REGISTRATION RIGHTS

The Company may, but shall not be obligated to, register or qualify the sale of
Shares under the Securities Act or any other applicable law. The Company shall
not be obligated to take any affirmative action in order to cause the sale of
Shares under this Agreement to comply with any law.

                      SECTION 11: RESTRICTIONS ON TRANSFER

11.1 SECURITIES LAW RESTRICTIONS. Regardless of whether the offering and sale of
Shares under the Plan have been registered under the Securities Act or have been
registered or qualified under the securities laws of any state, the Company at
its discretion may impose restrictions upon the sale, pledge or other transfer
of such Shares (including the placement of appropriate legends on stock
certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act, the securities laws of any state
or any other law.

11.2 MARKET STAND-OFF. In the event of an underwritten public offering by the
Company of its equity securities pursuant to an effective registration statement
filed under the Act, including the Company's initial public offering (a "Public
Offering"), the Optionee shall not Transfer for value any shares of Stock
without the prior written consent of the Company or its underwriters, for such
period of time from and after the effective date of such registration statement
as may be requested by the Company or such underwriters (the "Market
Stand-Off"). The Market Stand-Off shall terminate following the expiration of
the two-year period immediately following the effective date of the Company's
initial public offering. Such restriction (the "Market Stand-Off") shall be in
effect for such period of time following the date of the final prospectus for
the offering as may be requested by the Company or such underwriters. In the
event of the declaration of a stock dividend, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any new, substituted or additional securities which are by reason of such
transaction distributed with respect to any Shares subject to the Market
Stand-Off, or into which such Shares thereby become


                                        8

<PAGE>

convertible, shall immediately be subject to the Market Stand-Off. In order to
enforce the Market Stand-Off, the Company may impose stop-transfer instructions
with respect to the Shares acquired under this Agreement until the end of the
applicable stand-off period.

11.3 INVESTMENT INTENT AT GRANT. The Optionee represents and agrees that the
Shares to be acquired upon exercising this option will be acquired for
investment, and not with a view to the sale or distribution thereof

11.4 INVESTMENT INTENT AT EXERCISE. In the event that the sale of Shares under
the Plan is not registered under the Securities Act but an exemption is
available which requires an investment representation or other representation,
the Optionee shall represent and agree at the time of exercise that the Shares
being acquired upon exercising this option are being acquired for investment,
and not with a view to the sale or distribution thereof, and shall make such
other representations as are deemed necessary or appropriate by the Company and
its counsel.

11.5 LEGENDS. All certificates evidencing Shares purchased under this Agreement
in an unregistered transaction shall bear the following legend (and such other
restrictive legends as are required or deemed advisable under the provisions of
any applicable law):

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED."

11.6 REMOVAL OF LEGENDS. If, in the opinion of the Company and its counsel, any
legend placed on a stock certificate representing Shares sold under this
Agreement no longer is required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.

11.7 ADMINISTRATION. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 11 shall be
conclusive and binding on the Optionee and all other persons.

                        SECTION 12: ADJUSTMENT OF SHARES

In the event of any transaction described in Section 8.1 of the Plan, the terms
of this option (including, without limitation, the number and kind of Shares
subject to this option and the Exercise Price) shall be adjusted as set forth in
Section 8.1 of the Plan. In the event that the Company is a party to a merger or
consolidation, this option shall be subject to the agreement of merger or
consolidation, as provided in Section 8.2 of the Plan.

                      SECTION 13: MISCELLANEOUS PROVISIONS

13.1 RIGHTS AS A STOCKHOLDER. Neither the Optionee nor the Optionee's
representative shall have any rights as a stockholder with respect to any Shares
subject to this option until the Optionee or the Optionee's representative
becomes entitled to


                                        9

<PAGE>

receive such Shares by filing a notice of exercise and paying the Purchase Price
pursuant to Section 4 and Section 5 hereof.

13.2 NO RETENTION RIGHTS. Nothing in this option or in the Plan shall confer
upon the Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the tights of the
Company (or any Parent or Subsidiary employing or retaining the Optionee) or of
the Optionee, which rights are hereby expressly reserved by each, to terminate
his or her Service at any time and for any reason, with or without Cause.

13.3 NOTICE. Any notice required by the terms of this Agreement shall be given
in writing and shall be deemed effective upon personal delivery or upon deposit
with the United States Postal Service, by registered or certified mail, with
postage and fees prepaid. Notice shall be addressed to the Company at its
principal executive office and to the Optionee at the address that he or she
most recently provided to the Company.

13.4 ENTIRE AGREEMENT. The Notice of Stock Option Grant, this Agreement and the
Plan constitute the entire contract between the parties hereto with regard to
the subject matter hereof. They supersede any other agreements, representations
or understandings (whether oral or written and whether express or implied) that
relate to the subject matter hereof.

13.5 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, AS SUCH LAWS ARE APPLIED
TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.

                             SECTION 14: DEFINITIONS

14.1 "AGREEMENT" shall mean this Stock Option Agreement.

14.2 "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company, as
constituted from time to time or, if a Committee has been appointed, such
Committee.

14.3 "CAUSE" means (i) failure by an Eligible Person to substantially perform
his or her duties and obligations to the Company (other than any such failure
resulting from his or her incapacity due to physical or mental illness); (ii)
engaging in misconduct or a fiduciary breach which is or potentially is
materially injurious to the Company or its shareholders; (iii) commission of a
felony; (iv) the commission of a crime against the Company which is or
potentially is materially injurious to the Company; or (v) as otherwise provided
in the Stock Option Agreement. For purposes of this Plan, the existence of Cause
shall be determined by the Administrator in its sole discretion.

14.4 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

14.5 "COMMITTEE" shall mean a committee of the Board of Directors, as provided
in Section 2 of the Plan.

14.6 "COMPANY" shall mean Medical Resources Management, Inc., a Nevada
corporation.


                                       10

<PAGE>

14.7 "CONSULTANT" shall mean an individual who performs bona fide services for
the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.

14.8 "DATE OF GRANT" shall mean the date specified in the Notice of Stock Option
Grant, which date shall be the later of (i) the date on which the Board resolved
to grant this option or (ii) the first day of the Optionee's Service.

14.9 "DISABILITY" shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months.

14.10 "EMPLOYEE" shall mean any individual who is a common-law employee of the
Company, a Parent or a Subsidiary.

14.11 "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased from the Company upon exercise of this option, as specified in the
Notice of Stock Option Grant.

14.12 "FAIR MARKET VALUE" shall mean the fair market value of a Share, as
determined by the Board in good faith. Such determination shall be conclusive
and binding on all persons.

14.13 "ISO" shall mean an employee incentive stock option described in Section
422(b) of the Code.

14.14 "NON-QUALIFIED STOCK OPTION" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.

14.15 "NOTICE OF STOCK OPTION GRANT" shall mean the document so entitled, to
which this Agreement is attached.

14.16 "OPTIONEE" shall mean the individual named in the Notice of Stock Option
Grant.

14.17 "OUTSIDE DIRECTOR" shall mean a member of the Board of Directors who is
not an Employee.

14.18 "PARENT" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

14.19 "PLAN" shall mean the Medical Resources Management, Inc. 2000 Stock
Incentive Plan, as in effect on the Date of Grant and as amended from time to
time.

14.20 "PURCHASE PRICE" shall mean the Exercise Price multiplied by the number of
Shares with respect to which this option is being exercised.

14.21 "RESTRICTED SHARE" shall mean a Share that is subject to the Stock
Repurchase Right.


                                       11

<PAGE>

14.22 "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first refusal
described in Section 8 hereof.

14.23 "STOCK REPURCHASE RIGHT" shall mean the Company's right of repurchase
described in Section 7 hereof.

14.24 "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

14.25 "SERVICE" shall mean service as an Employee, Outside Director or
Consultant.

14.26 "SHARE" shall mean one share of Stock, as adjusted in accordance with
Section 8 of the Plan (if applicable).

14.27 "STOCK" shall mean the Common Stock.

14.28 "SUBSIDIARY" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or mote of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

14.29 "TRANSFEREE" shall mean any person to whom the Optionee has directly or
indirectly transferred any Share acquired under this Agreement.

14.30 "TRANSFER NOTICE" shall mean the notice of a proposed transfer of Shares
described in Section 8 hereof.


                                       12