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 NOVEMBER
    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 NOVEMBER 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 NOVEMBER 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