Exhibit 10.2
 DATATRAK INTERNATIONAL, INC.  2005 OMNIBUS EQUITY PLAN
 NONQUALIFIED STOCK OPTION AGREEMENT
(OUTSIDE DIRECTOR FORM)
 
 Compensation Committee of DATATRAK International, Inc.  2005 Omnibus Equity Plan
  
 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
 
  1.
    
    Definitions. For purposes of this Agreement, the following definitions apply:
 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 share of Common Stock (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 will be
recorded by the Committee at the top of this Agreement. Except as otherwise
contemplated in Section 11(c), the 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 th




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Vesting
 Exercise of Options
 a.
    
    Timing. The 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(f): (i) a properly executed Notice
of Exercise of Options form (prescribed by, and obtainable upon written request
from, the Committee) evidencing my intention to exercise the Options; and (ii)
either a certified or cashiers check payable to the Company or certificates for shares of Common Stock 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 Stock Certificates Stock
 Stockholder Rights
 Limitation of Liability
 Non-Transferability of Stock and Certificate Legends
 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 of Kind of Stock. 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, which may include the elimination of
fractional shares if the Committee so directs and 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, and 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 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.f.
    
    Notice. Any notice sent to me or the Company relating to
this grant must be in writing. All elections, notices, designations and other
correspondence with the Company should be directed to the Committee at:




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g.
    
    No Rights to Continued Directorship. Nothing in this
Agreement shall be construed to confer upon me the right to continue as a
director of the Company, or affect any rights which the Company or its
stockholders may have to terminate my directorship.h.
    
    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.i.
    
    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.j.
    
    Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the internal laws of the State of Ohio,
without reference to principles of conflict of laws.k.
    
    Tax Reporting. The Options are nonqualified stock options
subject to federal income tax treatment described in Section 83 of the Code. The
Company and I shall report any transaction relating to the Options on federal
income tax returns in a manner consistent with that status.
   
 
 
 
 
 ACKNOWLEDGMENT AND RECEIPT
  DATATRAK International, Inc.Effective Date:
    
    
    
    
    
    By: