VICOR TECHNOLOGIES, INC.

                         NOTICE OF GRANT OF STOCK OPTION

     Notice is hereby given of the following option grant (the "Option") to
purchase Common Stock of Vicor Technologies, Inc. (the "Corporation"):

            OPTIONEE:                     ____________________

            GRANT DATE:                   ____________________

            EXERCISE PRICE:               _________ per share

            NUMBER OF OPTION SHARES:      _________ shares of Common Stock

            EXPIRATION DATE:              ____________________

            TYPE OF OPTION:               _________ Incentive Stock Option

                                          _________ Non-Statutory Stock Option

            DATE EXERCISABLE:             ____________________

            VESTING SCHEDULE:             ____________________

Optionee understands and agrees that the Option is granted subject to and in
accordance with the terms of the Vicor Technologies, Inc. 2002 Stock Option Plan
(the "Plan"). Optionee further agrees to be bound by the terms of the Plan and
the terms of the Option as set forth in the Stock Option Agreement attached
hereto as Exhibit A.

Optionee understands that any Option Shares purchased under the Option will be
subject to the terms set forth in the Stock Purchase Agreement attached hereto
as Exhibit B. Optionee hereby acknowledges receipt of a copy of the Plan in the
form attached hereto as Exhibit C.

FIRST REFUSAL RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED
UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF FIRST
REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS
ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT.

AT WILL EMPLOYMENT. Nothing in this Notice or in the attached Stock Option
Agreement or Plan shall confer upon Optionee any right to continue in service
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee's Service at any time for any reason, with or
without cause.




DEFINITIONS. All capitalized terms in this Notice shall have the meaning
assigned to them in this Notice or in the attached Stock Option Agreement.

                DATED: _______________________, 2002

                                        VICOR TECHNOLOGIES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        OPTIONEE

                                        ----------------------------------------
                                        Name:
                                        Address:

Attachments:

              Exhibit A - Stock Option Agreement
              Exhibit B - Stock Purchase Agreement



                                                                       EXHIBIT A

                            VICOR TECHNOLOGIES, INC.
                             STOCK OPTION AGREEMENT

                                    RECITALS

     A. The Board has adopted the 2002 Stock Option Plan (the "Plan") for the
purpose of recruiting and retaining the services of selected employees,
directors, officers, consultants and advisors in the service of the Corporation
(or any Parent or Subsidiary).

     B. Optionee is to render valuable services to the Corporation (or a Parent
or Subsidiary), and this Agreement is executed pursuant to, and is intended to
carry out the purposes of the Plan in connection with the Corporation's grant of
an option to Optionee.

     C. All capitalized terms in this Agreement shall have the meaning assigned
to them in the attached Appendix.

     NOW, THEREFORE, it is hereby agreed as follows:

     1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as of the
Grant Date, an option to purchase up to the number of Option Shares specified in
the Grant Notice. The Option Shares shall be purchasable from time to time
during the option term specified in Paragraph 2 at the Exercise Price.

     2. OPTION TERM. This option shall have a term as set forth in the Notice of
Grant and shall accordingly expire at the close of business on the Expiration
Date, unless sooner terminated in accordance with Paragraph 5.

     3. LIMITED TRANSFERABILITY. During Optionee's lifetime, this option shall
be exercisable only by Optionee and shall not be assignable or transferable
other than by will or by the laws of descent and distribution following
Optionee's death.

     4. DATES OF EXERCISE. This option shall become exercisable for the Option
Shares in one or more installments as specified in the Grant Notice. As the
option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5.

     5. CESSATION OF SERVICE. The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

          (a) Should Optionee cease to remain in Service for any reason (other
than death, Disability or Misconduct) while this option is outstanding, then
Optionee shall have a period of three (3) months (commencing with the date of
such cessation of Service) during which to exercise this option, but in no event
shall this option be exercisable at any time after the Expiration Date.


                                      A-1



          (b) Should Optionee die while this option is outstanding, then the
personal representative of Optionee's estate or the person or persons to whom
the option is transferred pursuant to Optionee's will or in accordance with the
laws of inheritance shall have the right to exercise this option. Such right
shall lapse, and this option shall cease to be outstanding, upon the earlier of
(i) the expiration of the six (6) month period measured from the date of
Optionee's death or (ii) the Expiration Date.

          (c) Should Optionee cease Service by reason of Disability while this
option is outstanding, then Optionee shall have a period of six (6) months
(commencing with the date of such cessation of Service) during which to exercise
this option. In no event shall this option be exercisable at any time after the
Expiration Date.

          Note: Exercise of this option on a date later than three (3) months
          following cessation of Service due to Disability will result in loss
          of favorable Incentive Option treatment, unless such Disability
          constitutes Permanent Disability. In the event that Incentive Option
          treatment is not available, this option will be taxed as a
          Non-Statutory Option upon exercise.

          (d) During the limited period of post-Service exercisability, this
option may not be exercised in the aggregate for more than the number of Option
Shares in which Optionee is, at the time of Optionee's cessation of Service,
vested pursuant to the Vesting Schedule specified in the Grant Notice or the
special vesting acceleration provisions of Paragraph 6. Upon the expiration of
such limited exercise period or (if earlier) upon the Expiration Date, this
option shall terminate and cease to be outstanding for any vested Option Shares
for which the option has not been exercised. To the extent Optionee is not
vested in one or more Option Shares at the time of Optionee's cessation of
Service, this option shall immediately terminate and cease to be outstanding
with respect to those shares.

          (e) Should Optionee's Service be terminated for Misconduct, then this
option shall terminate immediately and cease to remain outstanding.

          6. INVOLUNTARY TERMINATION FOLLOWING CORPORATE TRANSACTION

          (a). To the extent the Option is, in connection with a Corporate
Transaction, to be assumed in accordance with Paragraph 6 of the Option
Agreement, none of the Option Shares shall vest on an accelerated basis upon the
occurrence of that Corporate Transaction, and Optionee shall accordingly
continue, over his or her period of Service following the Corporate Transaction,
to vest in the Option Shares in one or more installments in accordance with the
provisions of the Option Agreement. However, upon an Involuntary Termination of
Optionee's Service within eighteen (18) months following such Corporate
Transaction, the Option Shares at the time subject to the Option shall
automatically vest on an accelerated basis with respect to the lesser of (i)
twenty-five percent (25%) of the total number of Option Shares subject to the
Option at the time of the Involuntary Termination, or (ii) the number of Option
Shares remaining unvested at the time of the Involuntary Termination, so that
the Option shall immediately


                                      A-2



become exercisable for such Option Shares as fully-vested shares and may be
exercised for one or more of those Option Shares as vested shares. The Option as
so accelerated shall remain exercisable until the earlier of (i) the Expiration
Date or (ii) the expiration of the one (1)-year period measured from the date of
the Involuntary Termination.

          (b). For purposes of this Agreement, an Involuntary Termination shall
mean the termination of Optionee's Service by reason of:

               (i) Optionee's involuntary dismissal or discharge by the
Corporation for reasons other than for Misconduct, or

               (ii) Optionee's voluntary resignation following (A) a change in
Optionee's position with the Corporation (or Parent or Subsidiary employing
Optionee) which materially reduces Optionee's duties and responsibilities or the
level of management to which he or she reports, (B) a reduction in Optionee's
level of compensation (including base salary, fringe benefits and target bonuses
under any corporate-performance based incentive programs) by more than thirty
percent (30%).

          (c). The provisions of Subparagraph (a) of this Section 7 shall govern
the period for which the Option is to remain exercisable following the
Involuntary Termination of Optionee's Service within eighteen (18) months after
the Corporate Transaction and shall supersede any provisions to the contrary in
Paragraph 5 above.

     7. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

     8. STOCKHOLDER RIGHTS. The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become the record holder
of the purchased shares.

     9. MANNER OF EXERCISING OPTION.

          (a) In order to exercise this option with respect to all or any part
of the Option Shares for which this option is at the time exercisable, Optionee
(or any other person or persons exercising the option) must take the following
actions:

               (i) Execute and deliver to the Corporation a Purchase Agreement
for the Option Shares for which the option is exercised.

               (ii) Pay the aggregate Exercise Price for the purchased shares in
one or more of the following forms:


                                      A-3



                    (A) cash or check made payable to the Corporation; or

                    (B) a promissory note payable to the Corporation, but only
     to the extent authorized by the Plan Administrator in accordance with
     Paragraph 14.

                    Should the Common Stock be registered under Section 12 of
     the 1934 Act at the time the option is exercised, then the Exercise Price
     may also be paid as follows:

                    (C) in shares of Common Stock held by Optionee (or any other
     person or persons exercising the option) for the requisite period necessary
     to avoid a charge to the Corporation's earnings for financial reporting
     purposes and valued at Fair Market Value on the Exercise Date; or

                    (D) to the extent the option is exercised for vested Option
     Shares, through a special sale and remittance procedure pursuant to which
     Optionee (or any other person or persons exercising the option) shall
     concurrently provide irrevocable instructions (a) to a
     Corporation-designated brokerage firm to effect the immediate sale of the
     purchased shares and remit to the Corporation, out of the sale proceeds
     available on the settlement date, sufficient funds to cover the aggregate
     Exercise Price payable for the purchased shares plus all applicable
     Federal, state and local income and employment taxes required to be
     withheld by the Corporation by reason of such exercise and (b) to the
     Corporation to deliver the certificates for the purchased shares directly
     to such brokerage firm in order to complete the sale.

                    Except to the extent the sale and remittance procedure is
     utilized in connection with the option exercise, payment of the Exercise
     Price must accompany the Purchase Agreement delivered to the Corporation in
     connection with the option exercise.

               (iii) Furnish to the Corporation appropriate documentation that
the person or persons exercising the option (if other than Optionee) have the
right to exercise this option.

               (iv) Execute and deliver to the Corporation such written
representations as may be requested by the Corporation in order for it to comply
with the applicable requirements of Federal and state securities laws.

               (v) Make appropriate arrangements with Corporation (or Parent or
Subsidiary employing or retaining Optionee) for satisfaction of all Federal,
state and local income and employment withholding requirements applicable to the
option exercise.

          (b) As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.

          (c) In no event may this option be exercised for any fractional
shares.


                                      A-4



     10. COMPLIANCE WITH LAWS AND REGULATIONS.

          (a) The exercise of this option and the issuance of the Option Shares
upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq Stock Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

          (b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

     11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit
of; and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns and the legal representatives, heirs and legatees
of Optionee's estate.

     12. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated on the Corporation's books and records. All notices shall
be deemed effective upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.

     13. CONSTRUCTION. This Agreement and the option evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject
to the terms of the Plan. All decisions of the Plan Administrator with respect
to any question or issue arising under the Plan or this Agreement shall be
conclusive and binding on all persons having an interest in this option.

     14. GOVERNING LAW. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Florida without resort
to that State's conflict-of-laws rules.

     15. STOCKHOLDER APPROVAL. If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common Stock which may be
issued under the Plan as last approved by the stockholders, then this option
shall be void with respect to such excess shares, unless stockholder approval of
an amendment sufficiently increasing the number of shares of Common Stock
issuable under the Plan is obtained in accordance with the provisions of the
Plan.


                                      A-5



     16. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION. In the event this
option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

          (a) This option shall cease to qualify for favorable tax treatment as
an Incentive Option if (and to the extent) this option is exercised for one or
more Option Shares: (i) more than three (3) months after the date Optionee
ceases to be an Employee for any reason other than death or Permanent Disability
or (ii) more than twelve (12) months after the date Optionee ceases to be an
Employee by reason of Permanent Disability, if applicable.

          (b) This option shall not become exercisable in the calendar year in
which granted if (and to the extent) the aggregate Fair Market Value (determined
at the Grant Date) of the Common Stock for which this option would otherwise'
first become exercisable in such calendar year would, when added to the
aggregate value (determined as of the respective date or dates of grant) of the
Common Stock and any other securities for which one or more other Incentive
Options granted to Optionee prior to the Grant Date (whether under the Plan or
any other option plan of the Corporation or any Parent or Subsidiary) first
become exercisable during the same calendar year, exceed One Hundred Thousand
Dollars ($100,000) in the aggregate. To the extent the exercisability of this
option is deferred by reason of the foregoing limitation, the deferred portion
shall become exercisable in the first calendar year or years thereafter in which
the One Hundred Thousand Dollar ($100,000) limitation of this Paragraph 18(b)
would not be contravened, but such deferral shall in all events end immediately
prior to the effective date of a Corporate Transaction in which this option is
not to be assumed, whereupon the option shall become immediately exercisable as
a Non-Statutory Option for the deferred portion of the Option Shares.

          (c) Should Optionee hold, in addition to this option, one or more
other options to purchase Common Stock which become exercisable for the first
time in the same calendar year as this option, then the foregoing limitations on
the exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.


                                      A-6



                                    APPENDIX

The following definitions shall be in effect under the Agreement:

A.   AGREEMENT shall mean this Stock Option Agreement.

B.   BOARD shall mean the Corporation's Board of Directors.

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

D.   COMMON STOCK shall mean the Corporation's common stock.

E.   CORPORATE TRANSACTION shall mean either of the following
     stockholder-approved transactions to which the Corporation is a party:

     (i)  a merger or consolidation in which securities possessing more than
          fifty percent (50%) of the total combined voting power of the
          Corporation's outstanding securities are transferred to a person or
          persons different from the persons holding those securities
          immediately prior to such transaction, or

     (ii) the sale, transfer or other disposition of all or substantially all of
          the Corporation's assets in complete liquidation or dissolution of the
          Corporation.

F.   CORPORATION shall mean Vicor Technologies, Inc., a Delaware corporation.

G.   DISABILITY shall mean the inability of Optionee to engage in any
     substantial gainful activity by reason of any medically determinable
     physical or mental impairment and shall be determined by the Plan
     Administrator on the basis of such medical evidence as the Plan
     Administrator deems warranted under the circumstances. Disability shall be
     deemed to constitute Permanent Disability in the event that such Disability
     is expected to result in death or has lasted or can be expected to last for
     a continuous period of twelve (12) months or more.

H.   EMPLOYEE shall mean an individual who is in the employ of the Corporation
     (or any Parent or Subsidiary), subject to the control and direction of the
     employer entity as to both the work to be performed and the manner and
     method of performance.

I.   EXERCISE DATE shall mean the date on which the option shall have been
     exercised in accordance with Paragraph 10 of the Agreement.

J.   EXERCISE PRICE shall mean the exercise price payable per Option Share as
     specified in the Grant Notice.

K.   EXPIRATION DATE shall mean the date on which the option expires as
     specified in the Grant Notice.



                                      -i-




L.   FAIR MARKET VALUE per share of Common Stock on any relevant date shall be
     determined in accordance with the following provisions:

     (i)  If the Common Stock is at the time traded on the Nasdaq National
          Market, the Nasdaq SmallCap Market or the OTC Bulletin Board, then the
          Fair Market Value shall be the closing selling price per share of
          Common Stock on the date in question, as the price is reported on the
          Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin
          Board. If there is no closing selling price for the Common Stock on
          the date in question, then the Fair Market Value shall be the closing
          selling price on the last preceding date for which such quotation
          exists.

     (ii) If the Common Stock is at the time listed on any Stock Exchange, then
          the Fair Market Value shall be the closing selling price per share of
          Common Stock on the date in question on the Stock Exchange determined
          by the Plan Administrator to be the primary market for the Common
          Stock, as such price is officially quoted in the composite tape of
          transactions on such exchange. If there is no closing selling price
          for the Common Stock on the date in question, then the Fair Market
          Value shall be the closing selling price on the last preceding date
          for which such quotation exists.

     (iii) If the Common Stock is at the time neither listed on any Stock
          Exchange nor traded on the Nasdaq National Market, the Nasdaq SmallCap
          Market or the OTC Bulletin Board, then the Fair Market Value shall be
          determined by the Plan Administrator after taking into account such
          factors as the Plan Administrator shall deem appropriate.

M.   GRANT DATE shall mean the date of grant of the option as specified in the
     Grant Notice.

N.   GRANT NOTICE shall mean the Notice of Grant of Stock Option accompanying
     the Agreement, pursuant to which Optionee has been informed of the basic
     terms of the option evidenced hereby.

O.   INCENTIVE OPTION shall mean an option which satisfies the requirements of
     Code Section 422.

P.   MISCONDUCT shall mean the commission of any act of fraud, embezzlement or
     dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
     confidential information or trade secrets of the Corporation (or any Parent
     or Subsidiary), or any other intentional misconduct by Optionee adversely
     affecting the business or affairs of the Corporation (or any Parent or
     Subsidiary) in a material manner. The foregoing definition shall not be
     deemed to be inclusive of all the acts or omissions which the Corporation
     (or any Parent or Subsidiary) may consider as grounds for the dismissal or
     discharge of Optionee or any other individual in the Service of the
     Corporation (or any Parent or Subsidiary).

Q.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

                                      -ii-




R.   NON-STATUTORY OPTION shall mean an option not intended to satisfy the
     requirements of Code Section 422.

S.   OPTION SHARES shall mean the number of shares of Common Stock subject to
     the option.

T.   OPTIONEE shall mean the person to whom the option is granted as specified
     in the Grant Notice.

U.   PARENT shall mean any corporation (other than the Corporation) in an
     unbroken chain of corporations ending with the Corporation, provided each
     corporation in the unbroken chain (other than the Corporation) owns, at the
     time of the determination, stock possessing fifty percent (50%) or more of
     the total combined voting power of all classes of stock in one of the other
     corporations in such chain.

V.   PLAN shall mean the Corporation's 2002 Stock Option Plan.

W.   PLAN ADMINISTRATOR shall mean either the Board or a committee of the Board
     acting in its capacity as administrator of the Plan.

X.   PURCHASE AGREEMENT shall mean the stock purchase agreement in substantially
     the form of Exhibit B to the Grant Notice.

Y.   SERVICE shall mean the Optionee's performance of services for the
     Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a
     non-employee member of the board of directors or an independent consultant.

Z.   STOCK EXCHANGE shall mean the American Stock Exchange or the New York Stock
     Exchange.

AA.  SUBSIDIARY shall mean any corporation (other than the Corporation) in an
     unbroken chain of corporations beginning with the Corporation, provided
     each corporation (other than the last corporation) in the unbroken chain
     owns, at the time of the determination, stock possessing fifty percent
     (50%) or more of the total combined voting power of all classes of stock in
     one of the other corporations in such chain.

BB.  VESTING SCHEDULE shall mean the vesting schedule specified in the Grant
     Notice pursuant to which the Optionee is to vest in the Option Shares in a
     series of installments over his or her period of Service.


                                      -iii-



                                                                       EXHIBIT B

                            VICOR TECHNOLOGIES, INC.

                            STOCK PURCHASE AGREEMENT

     AGREEMENT made this _____day of 2002 by and between Vicor Technologies,
Inc., a Delaware corporation, and____________, Optionee under the Corporation's
2002 Stock Option Plan.

          All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

A.   EXERCISE OF OPTION

     1. EXERCISE. Optionee hereby purchases ____________ shares of Common Stock
(the "Purchased Shares") pursuant to that certain option (the "Option") granted
Optionee on __________________ (the "Grant Date") to purchase up to
___________________shares of Common Stock (the "Option Shares") under the Plan
at the exercise price of _________ per share (the "Exercise Price").

     2. PAYMENT. Concurrently with the delivery of this Agreement to the
Corporation, Optionee shall pay the Exercise Price for the Purchased Shares in
accordance with the provisions of the Option Agreement and shall deliver
whatever additional documents may be required by the Option Agreement as a
condition for exercise, together with a duly-executed blank Assignment Separate
from Certificate with respect to the Purchased Shares.

     3. STOCKHOLDER RIGHTS. Until such time as the Corporation exercises the
First Refusal Right, Optionee (or any successor in interest) shall have all the
rights of a stockholder (including voting, dividend and liquidation rights) with
respect to the Purchased Shares, subject, however, to the transfer restrictions
of Articles B and C.

B.   SECURITIES LAW COMPLIANCE

     1. RESTRICTED SECURITIES. The Purchased Shares have not been registered
under the 1933 Act and are being issued to Optionee in reliance upon the
exemption from such registration provided by SEC Rule 701 for stock issuances
under compensatory benefit plans such as the Plan. Optionee hereby confirms that
Optionee has been informed that the Purchased Shares are restricted securities
under the 1933 Act and may not be resold or transferred unless the Purchased
Shares are first registered under the Federal securities laws or unless an
exemption from such registration is available. Accordingly, Optionee hereby
acknowledges that Optionee is prepared to hold the Purchased Shares for an
indefinite period and that Optionee is aware that SEC Rule 144 issued under the
1933 Act which exempts certain resales of unrestricted securities is not
presently available to exempt the resale of the Purchased Shares from the
registration requirements of the 1933 Act.


                                      A-1



     2. RESTRICTIONS ON DISPOSITION OF PURCHASED SHARES. Optionee shall make no
disposition of the Purchased Shares (other than a Permitted Transfer) unless and
until there is compliance with all of the following requirements:

          (i) Optionee shall have provided the Corporation with a written
summary of the terms and conditions of the proposed disposition.

          (ii) Optionee shall have complied with all requirements of this
Agreement applicable to the disposition of the Purchased Shares.

          (iii) Optionee shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation, that (a) the
proposed disposition does not require registration of the Purchased Shares under
the 1933 Act or (b) all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or any exemption from registration
available under the 1933 Act (including Rule 144) has been taken.

          The Corporation shall not be required (i) to transfer on its books any
Purchased Shares which have been sold or transferred in violation of the
provisions of this Agreement or (ii) to treat as the owner of the Purchased
Shares, or otherwise to accord voting, dividend or liquidation rights to, any
transferee to whom the Purchased Shares have been transferred in contravention
of this Agreement.

     3. RESTRICTIVE LEGENDS. The stock certificates for the Purchased Shares
shall be endorsed with one or more of the following restrictive legends:

          "The shares represented by this certificate have not been registered
          under the Securities Act of 1933. The shares may not be sold or
          offered for sale in the absence of (a) an effective registration
          statement for the shares under such Act, (b) a "no action" letter of
          the Securities and Exchange Commission with respect to such sale or
          offer or (c) satisfactory assurances to the Corporation that
          registration under such Act is not required with respect to such sale
          or offer."

          "The shares represented by this certificate are subject to certain
          rights of first refusal granted to the Corporation and accordingly may
          not be sold, assigned, transferred, encumbered, or in any manner
          disposed of except in conformity with the terms of (i) a Stock
          Purchase Agreement dated _____________ 2002 between the Corporation
          and the registered holder of the shares (or the predecessor in
          interest to the shares) and (ii) the first refusal provisions of the
          Corporation's Bylaws. Copies of such agreement and the applicable
          Bylaw provisions are maintained at the Corporation's principal
          corporate offices."


                                      B-2



C.   TRANSFER RESTRICTIONS

     1. RESTRICTION ON TRANSFER. Except for any Permitted Transfer, Optionee
shall not transfer, assign, encumber or otherwise dispose of any of the
Purchased Shares which are subject to the Repurchase Right. In addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right or the Market Stand-Off.

     2. TRANSFEREE OBLIGATIONS. Each person (other than the Corporation) to whom
the Purchased Shares are transferred by means of a Permitted Transfer must, as a
condition precedent to the validity of such transfer, acknowledge in writing to
the Corporation that such person is bound by the provisions of this Agreement
and that the transferred shares are subject to (i) the Repurchase Right, (ii)
the First Refusal Right and (iii) the Market Stand-Off; to the same extent such
shares would be so subject if retained by Optionee.

     3. RIGHT OF FIRST REFUSAL. The Corporation is hereby granted the right of
first refusal (the "First Refusal Right"), exercisable in accordance with the
terms and provisions of Article E hereof, with respect to any transfer,
assignment, sale or other disposition of the Purchased Shares.

     4. MARKET STAND-OFF.

          (i) In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Owner shall not sell, make any short sale of; loan, hypothecate,
pledge, grant any option for the purchase of; or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters. Such restriction (the "Market Stand-Off') shall
be in effect for such period of time from and after the effective date of the
final prospectus for the offering as may be requested by the Corporation or such
underwriters. In no event, however, shall such period exceed one hundred eighty
(180) days.

          (ii) Owner shall be subject to the Market Stand-Off provided and only
if the officers and directors of the Corporation are also subject to similar
restrictions.

          (iii) Any new, substituted or additional securities which are by
reason of any Recapitalization or Reorganization distributed with respect to the
Purchased Shares shall be immediately subject to the Market Stand-Off; to the
same extent the Purchased Shares are at such time covered by such provisions.

          (iv) In order to enforce the Market Stand-Off; the Corporation may
impose stop-transfer instructions with respect to the Purchased Shares until the
end of the applicable stand-off period.


                                      B-3



D.   RIGHT OF FIRST REFUSAL

     1. GRANT. The Corporation is hereby granted the right of first refusal (the
"First Refusal Right"), exercisable in connection with any proposed transfer of
the Purchased Shares in which Optionee has vested in accordance with the
provisions of the Notice of Grant. For purposes of this Article D, the term
"transfer" shall include any sale, assignment, pledge, encumbrance or other
disposition of the Purchased Shares intended to be made by Owner, but shall not
include any Permitted Transfer.

     2. NOTICE OF INTENDED DISPOSITION. In the event any Owner of Purchased
Shares in which Optionee has vested desires to accept a bona fide third-party
offer for the transfer of any or all of such shares (the Purchased Shares
subject to such offer to be hereinafter referred to as the "Target Shares"),
Owner shall promptly (i) deliver to the Corporation written notice (the
"Disposition Notice") of the terms of the offer, including the purchase price
and the identity of the third-party offeror, and (ii) provide satisfactory proof
that the disposition of the Target Shares to such third-party offeror would not
be in contravention of the provisions set forth in Articles B and C.

     3. EXERCISE OF THE FIRST REFUSAL RIGHT. The Corporation shall, for a period
of twenty-five (25) days following receipt of the Disposition Notice, have the
right to repurchase any or all of the Target Shares subject to the Disposition
Notice upon the same terms as those specified therein or upon such other terms
(not materially different from those specified in the Disposition Notice) to
which Owner consents. Such right shall be exercisable by delivery of written
notice (the "Exercise Notice") to Owner prior to the expiration of the
twenty-five (25)-day exercise period. If such right is exercised with respect to
all the Target Shares, then the Corporation shall effect the repurchase of such
shares, including payment of the purchase price, not more than five (5) business
days after delivery of the Exercise Notice; and at such time the certificates
representing the Target Shares shall be delivered to the Corporation.

          Should the purchase price specified in the Disposition Notice be
payable in property other than cash or evidences of indebtedness, the
Corporation shall have the right to pay the purchase price in the form of cash
equal in amount to the value of such property. If Owner and the Corporation
cannot agree on such cash value within ten (10) days after the Corporation's
receipt of the Disposition Notice, the valuation shall be made by an appraiser
of recognized standing selected by Owner and the Corporation or, if they cannot
agree on an appraiser within twenty (20) days after the Corporation's receipt of
the Disposition Notice, each shall select an appraiser of recognized standing
and the two (2) appraisers shall designate a third appraiser of recognized
standing, whose appraisal shall be determinative of such value. The cost of such
appraisal shall be shared equally by Owner and the Corporation. The closing
shall then be held on the later of (i) the fifth (5th) business day following
delivery of the Exercise Notice or (ii) the fifth (5th) business day after such
valuation shall have been made.

     4. NON-EXERCISE OF THE FIRST REFUSAL RIGHT. In the event the Exercise
Notice is not given to Owner prior to the expiration of the twenty-five (25)-day
exercise period, Owner shall have a period of thirty (30) days thereafter in
which to sell or otherwise dispose of the Target


                                      B-4



Shares to the third-party offeror identified in the Disposition Notice upon
terms (including the purchase price) no more favorable to such third-party
offeror than those specified in the Disposition Notice; provided, however, that
any such sale or disposition must not be effected in contravention of the
provisions of Articles B and C. The third-party offeror shall acquire the Target
Shares free and clear of the First Refusal Right, but the acquired shares shall
remain subject to the provisions of Article B and Paragraph C.3. In the event
Owner does not effect such sale or disposition of the Target Shares within the
specified thirty (30)-day period, the First Refusal Right shall continue to be
applicable to any subsequent disposition of the Target Shares by Owner until
such right lapses.

     5. PARTIAL EXERCISE OF THE FIRST REFUSAL RIGHT. In the event the
Corporation makes a timely exercise of the First Refusal Right with respect to a
portion, but not all, of the Target Shares specified in the Disposition Notice,
Owner shall have the option, exercisable by written notice to the Corporation
delivered within five (5) business days after Owner's receipt of the Exercise
Notice, to effect the sale of the Target Shares pursuant to either of the
following alternatives:

          (i) sale or other disposition of all the Target Shares to the
third-party offeror identified in the Disposition Notice, but in full compliance
with the requirements of Paragraph D.4, as if the Corporation did not exercise
the First Refusal Right; or

          (ii) sale to the Corporation of the portion of the Target Shares which
the Corporation has elected to purchase, such sale to be effected in substantial
conformity with the provisions of Paragraph D.3. The First Refusal Right shall
continue to be applicable to any subsequent disposition of the remaining Target
Shares until such right lapses.

          Owner's failure to deliver timely notification to the Corporation
shall be deemed to be an election by Owner to sell the Target Shares pursuant to
alternative (i) above.

     6. RECAPITALIZATION REORGANIZATION.

          (i) Any new, substituted or additional securities or other property
which is by reason of any Recapitalization distributed with respect to the
Purchased Shares shall be immediately subject to the First Refusal Right, but
only to the extent the Purchased Shares are at the time covered by such right.

          (ii) In the event of a Reorganization, the First Refusal Right shall
remain in full force and effect and shall apply to the new capital stock or
other property received in exchange for the Purchased Shares in consummation of
the Reorganization, but only to the extent the Purchased Shares are at the time
covered by such right.

     7. LAPSE. The First Refusal Right shall lapse upon the earliest to occur of
(i) a determination made by the Board that a public market exists for the
outstanding shares of Common Stock or (ii) a firm commitment underwritten public
offering, pursuant to an effective registration statement under the 1933 Act,
covering the offer and sale of the Common Stock in


                                      B-5



the aggregate amount of at least ten million dollars ($10,000,000). However, the
Market Stand-Off shall continue to remain in full force and effect following the
lapse of the First Refusal Right.

E.   GENERAL PROVISIONS

     1. ASSIGNMENT. The Corporation may assign the First Refusal Right to any
person or entity selected by the Board, including (without limitation) one or
more stockholders of the Corporation.

     2. AT WILL EMPLOYMENT. Nothing in this Agreement or in the Plan shall
confer upon Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's Service at any time for any reason, with or without cause.

     3. NOTICES. Any notice required to be given under this Agreement shall be
in writing and shall be deemed effective upon personal delivery or upon deposit
in the U.S. mail, registered or certified, postage prepaid and properly
addressed to the party entitled to such notice at the address indicated below
such party's signature line on this Agreement or at such other address as such
party may designate by ten (10) days advance written notice under this paragraph
to all other parties to this Agreement.

     4. NO WAIVER. The failure of the Corporation in any instance to exercise
the Repurchase Right or the First Refusal Right shall not constitute a waiver of
any other repurchase rights and/or rights of first refusal that may subsequently
arise under the provisions of this Agreement or any other agreement between the
Corporation and Optionee. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition,
whether of like or different nature.

     5. CANCELLATION OF SHARES. If the Corporation shall make available, at the
time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased 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
purchased in accordance with the applicable provisions hereof, and the
Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates there for have been delivered as required by this Agreement.

F.   MISCELLANEOUS PROVISIONS

     1. OPTIONEE UNDERTAKING. Optionee hereby agrees to take whatever additional
action and execute whatever additional documents the Corporation may deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on


                                      B-6



either Optionee or the Purchased Shares pursuant to the provisions of this
Agreement.

     2. AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the entire
contract between the parties hereto with regard to the subject matter hereof.
This Agreement is made pursuant to the provisions of the Plan and shall in all
respects be construed in conformity with the terms of the Plan.

     3. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida without resort to that State's
conflict-of-laws rules.

     4. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

                                        VICOR TECHNOLOGIES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        ----------------------------------------
                                        [NAME]


                                      B-7



                                    APPENDIX

The following definitions shall be in effect under the Agreement:

A.   AGREEMENT shall mean this Stock Purchase Agreement.

B.   BOARD shall mean the Corporation's Board of Directors.

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

D.   COMMON STOCK shall mean the Corporation's common stock.

E.   CORPORATE TRANSACTION shall mean either of the following
     stockholder-approved transactions:

     (i)  a merger or consolidation in which securities possessing more than
          fifty percent (50%) of the total combined voting power of the
          Corporation's outstanding securities are transferred to a person or
          persons different from the persons holding those securities
          immediately prior to such transaction, or

     (ii) the sale, transfer or other disposition of all or substantially all of
          the Corporation's assets in complete liquidation or dissolution of the
          Corporation.

F.   CORPORATION shall mean Vicor Technologies, Inc., a Delaware corporation,
     and any successor corporation to all or substantially all of the assets or
     voting stock of Vicor Technologies, Inc. which shall by appropriate action
     adopt the Plan.

G.   DISPOSITION NOTICE shall have the meaning assigned to such term in
     Paragraph E.2.

H.   EXERCISE PRICE shall have the meaning assigned to such term in Paragraph A.
     1.

I.   FAIR MARKET VALUE of a share of Common Stock on any relevant date, prior to
     the initial public offering of the Common Stock, shall be determined by the
     Plan Administrator after taking into account such factors as it shall deem
     appropriate.

J.   FIRST REFUSAL RIGHT shall mean the right granted to the Corporation in
     accordance with Article D.

K.   GRANT DATE shall have the meaning assigned to such term in Paragraph A. 1.

L.   GRANT NOTICE shall mean the Notice of Grant of Stock Option pursuant to
     which Optionee has been informed of the basic terms of the Option.

M.   INCENTIVE OPTION shall mean an option which satisfies the requirements of
     Code Section 422.



N.   MARKET STAND-OFF shall mean the market stand-off restriction specified in
     Paragraph C.3.

O.   1933 ACT shall mean the Securities Act of 1933, as amended.

P.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

Q.   NON-STATUTORY OPTION shall mean an option not intended to satisfy the
     requirements of Code Section 422.

R.   OPTION shall have the meaning assigned to such term in Paragraph A. 1.

S.   OPTION AGREEMENT shall mean all agreements and other documents evidencing
     the Option.

T.   OPTIONEE shall mean the person to whom the Option is granted under the
     Plan.

U.   OWNER shall mean Optionee and all subsequent holders of the Purchased
     Shares who derive their chain of ownership through a Permitted Transfer
     from Optionee.

V.   PARENT shall mean any corporation (other than the Corporation) in an
     unbroken chain of corporations ending with the Corporation, provided each
     corporation in the unbroken chain (other than the Corporation) owns, at the
     time of the determination, stock possessing fifty percent (50%) or more of
     the total combined voting power of all classes of stock in one of the other
     corporations in such chain.

W.   PERMITTED TRANSFER shall mean (i) a gratuitous transfer of the Purchased
     Shares, provided and only if Optionee obtains the Corporation's prior
     written consent to such transfer, (ii) a transfer of title to the Purchased
     Shares effected pursuant to Optionee's will or the laws of intestate
     succession following Optionee's death or (iii) a transfer to the
     Corporation in pledge as security for any purchase-money indebtedness
     incurred by Optionee in connection with the acquisition of the Purchased
     Shares.

X.   PLAN shall mean the Corporation's 2002 Stock Option Plan.

Y.   PLAN ADMINISTRATOR shall mean either the Board or a committee of the Board
     acting in its capacity as administrator of the Plan.

AB.  PURCHASED SHARES shall have the meaning assigned to such term in Paragraph
     A. 1.

AC.  RECAPITALIZATION shall mean any stock split, stock dividend,
     recapitalization, combination of shares, exchange of shares or other change
     affecting the Corporation's outstanding Common Stock as a class without the
     Corporation's receipt of consideration.

AD.  REORGANIZATION shall mean any of the following transactions:

     (i)  a merger or consolidation in which the Corporation is not the
          surviving entity;



     (ii) a sale, transfer or other disposition of all or substantially all of
          the Corporation's assets;

     (iii)a reverse merger in which the Corporation is the surviving entity but
          in which the Corporation's outstanding voting securities are
          transferred in whole or in part to a person or persons different from
          the persons holding those securities immediately prior to the merger;
          or

     (iv) any transaction effected primarily to change the state in which the
          Corporation is incorporated or to create a holding company structure.

AF.  SEC shall mean the Securities and Exchange Commission.

AG.  SERVICE shall mean the Optionee's performance of services for the
     Corporation (or any Parent or Subsidiary) in the capacity of an employee,
     subject to the control and direction of the employer entity as to both the
     work to be performed and the manner and method of performance, a
     non-employee member of the board of directors or an independent consultant.

AH.  SUBSIDIARY shall mean any corporation (other than the Corporation) in an
     unbroken chain of corporations beginning with the Corporation, provided
     each corporation (other than the last corporation) in the unbroken chain
     owns, at the time of the determination, stock possessing fifty percent
     (50%) or more of the total combined voting power of all classes of stock in
     one of the other corporations in such chain.

Al.  TARGET SHARES shall have the meaning assigned to such term in Paragraph
     E.2.

AJ.  VESTING SCHEDULE shall mean the vesting schedule specified in the Grant
     Notice pursuant to which the Optionee is to vest in the Option Shares in a
     series of installments over his or her period of Service.