Exhibit 10.2
 DATATRAK INTERNATIONAL, INC.  2005 OMNIBUS EQUITY PLAN
 NONQUALIFIED STOCK OPTION AGREEMENT  FOR EMPLOYEES
 
 Compensation Committee of DATATRAK International, Inc.
  I acknowledge that, effective , 200, I have been awarded:a.  nonqualified stock options (the Options);b.
    
    to purchase common shares, without par value, of DATATRAK International, Inc.
(the Shares) at a per share Exercise Price of $.
 Plan Agreement
 
  Definitions
 a.
    
    Exercise Date. The Exercise Date is the date
that the Committee accepts delivery of a properly executed form evidencing an
intention to exercise my Options.b.
    
    Exercise Price. The Exercise Price is the
closing price of a Common Share (as reported in the principal consolidated
transaction reporting system for The Nasdaq Stock Exchange) on the date of this
Agreement. For administrative purposes, the Exercise Price has been recorded by
the Committee at the top of this Agreement. Except as otherwise contemplated in
Section 11(c), the aggregate Exercise Price shall never be less than the Fair
Market Value of the Common Shares underlying the Options on the Date of Grant.
  Termination of Agreement earliest th




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Vesting
 Exercise of Options
 a.
    
    Timing. Vested Options may be exercised at any time prior
to the termination of this Agreement. Except in the event of my death,
Disability or incapacity, a limited transfer pursuant to Section 13.3 of the Plan
or as contemplated by a court order recognized by the Committee as a qualified
domestic relations order, the Options shall only be exercisable by me during my
lifetime.b.
    
    Delivery of Notice of Exercise. I must submit to the
Committee at the address listed in Section 11(g): (i) a properly executed Notice
of Exercise of Options (in a form prescribed by, and obtainable upon written
request from, the Committee) evidencing my intention to exercise the Options; and
(ii) a certified check or cashiers check payable to the Company or certificates
for Common Shares properly endorsed for transfer, or a combination thereof, in
the amount of the Exercise Price. To simplify administration, the Committee may
require that I exercise a minimum number of Options.c.
    
    Distributions. Subject to adjustments under Section 11(c),
upon exercise of Options and payment of the Exercise Price, I will be entitled to
a distribution of a number of Common Shares equal to the number of Options being
exercised. The Committee will distribute such Common Shares to me as soon as
practical after the Exercise Date.
 Tax Withholding
 Delivery of Share Certificates
 Shareholder Rights
 Limitation of Liability
 Non-Transferability of Common Shares and Certificate Legends
 Internal Revenue Code Section 409A




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Miscellaneous Provisions
 a.
    
    Authority of the Committee. The Plan is administered by
the Committee, which has sole and exclusive power and discretion to interpret,
administer, implement and construe the Plan and this Agreement.b.
    
    Transfer Restrictions. Except as otherwise provided below,
I cannot sell, transfer, assign, hypothecate or otherwise dispose of the Options
or pledge them as collateral for a loan and the Options shall not be subject to
execution, attachment, garnishment or similar process. Any purported sale,
transfer, assignment, hypothecation, pledge or other disposition of the Options
in a manner inconsistent with the Plan and this Agreement, and the levy of any
execution, attachment, garnishment or similar process upon the Options, shall be
void and of no effect.The Options shall not be transferable by me other than by will and the laws of
descent and distribution or, solely if and to the extent approved by the
Committee from time to time in its sole discretion, pursuant to Section 13.3 of
the Plan or a qualified domestic relations order, as defined in the Code. In
addition, the Options will be subject to such other restrictions as the Board
of Directors deems necessary or appropriate.c.
    
    Effect of Corporate Reorganization or Other Changes Affecting
Number or Type of Shares. The provisions of this Agreement will be
applicable to the Options and to any options or other equity rights which may be
acquired by me as a result of a reclassification, recapitalization,
reorganization, redesignation, merger, consolidation, stock split, stock
dividend, spin-off, split-off, split-up, combination or exchange of shares,
special dividend or other distribution to stockholders, exchange for other
securities, a sale of all or substantially all assets or the like. I understand
and agree that the Committee may appropriately adjust the terms, number and kind
of the Options to reflect such a change. Any such adjustment shall not duplicate
the value of any benefit under this Agreement. Any such adjustment, which may
include the elimination of fractional shares if the Committee so directs, shall
be final, binding and conclusive as to me and my beneficiaries. As used in this
Agreement, the term Options will be deemed to include any such options
or other equity rights.d.
    
    Successors and Legal Representatives. This Agreement will
bind and inure to the benefit of the Company and me, and its and my respective
successors, legal representatives, heirs, estates, personal representatives and
beneficiaries.e.
    
    Integration. This Agreement, as it may be amended from
time to time, together with the Plan and all amendments thereof, constitutes the
entire agreement between me and the Company with respect to the subject matter
hereof.f.
    
    Amendment. This Agreement may not be modified, amended,
renewed or terminated, nor may any term, condition or breach of any term or
condition be waived, except pursuant to the terms of the Plan, Sections 2 and 10
of this Agreement or by a writing signed by the person or persons sought to be
bound by such modification, amendment, renewal, termination or waiver. Any
waiver of any term, condition or breach thereof shall not be a waiver of any
other term or condition or of the same term or condition for the future, or of
any subsequent breach.




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g.
    
    Notice. Any notice sent to me or the Company relating to
this grant must be in writing and shall be deemed effective upon receipt by the
addressee. All elections, notices, designations and other correspondence with
the Company should be directed to the Committee at:
 
 Any notices or other correspondence with me will be sent to the last address
for me on file with the Company. I am responsible for advising the Company of
any changes of my address.h.
    
    No Rights to Continued Employment. Nothing in this
Agreement shall be construed to confer upon me the right to continue as an
employee of the Company or any of its Affiliates, or to serve in any particular
position therewith, or limit any right which the Company, its Affiliates or their
stockholders may have to terminate my employment.i.
    
    Separability. In the event of the invalidity of any part
or provision of this Agreement, such invalidity shall not affect the
enforceability of any other part or provision of this Agreement.j.
    
    Section Headings. The section headings of this Agreement
are for convenience and reference only and are not intended to define, extend or
limit the contents of the sections.k.
    
    Governing Law. This Agreement shall be governed by,
performed, construed and enforced in accordance with the internal laws of the
State of Ohio, without reference to principles of conflict of laws.
   
 
 
 
 
 ACKNOWLEDGMENT AND RECEIPT
   Effective Date:
    
    By: