Unassociated Document


    EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT is made and entered into as of January 1, 2006 (the “Agreement”), by
      and between MEDLINK INTERNATIONAL, INC., a Delaware corporation (“MLI”), and
      JAMES ROSE (“Employee”)(collectively the “Parties”). 

    


    WITNESSETH:

    


    WHEREAS,
      MLI is engaged, through its subsidiaries, in the business of providing a virtual
      private network, paging and other services to doctors and hospitals (the
“Business”); and

    


    WHEREAS,
      Employee has represented that he has the experience, background and expertise
      necessary to enable him to perform all of the duties and execute all of the
      responsibilities contemplated by this Agreement; and 

    


    WHEREAS,
      based on such representation, MLI wishes to employ Employee as its Chief
      Financial Officer & executive Vice President upon the terms hereinafter set
      forth;

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements herein contained, and other good and valuable consideration, the
      Parties agree as follows:

    


    	1.  	
            DEFINITIONS.
              

          


    


    	1.1.  	
             “Affiliate”
              means any Person controlling, controlled by or under common control
              with
              MLI.

          


    


    	1.2.  	
             “Board”
              means the Board of Directors of MLI.

          


    


    	1.3.  	
             “Cause”
              means (a) Employee is convicted of or pleads guilty to a felony, (b)
              the
              Employee, in carrying out the Employee’s duties and responsibilities under
              this Agreement, is guilty of neglect or misconduct resulting, in either
              case, in economic harm to MLI and/or any of its subsidiaries or
              Affiliates.

          


    


    	1.4.  	
             “Change
              in Control” means any transaction or series of transactions pursuant to
              which a non-Affiliate obtains more than fifty percent (50%) of MLI’s
              voting securities or obtains the ability to cast more than fifty percent
              (50%) of the votes at MLI’s shareholder
              meetings.

          


    


    	1.5.  	
             “Common
              Stock” means MLI’s $.01 par value per share common
              stock.

          


    


    	1.6.  	
             “Date
              of Termination” means (a) in the case of a termination for which a Notice
              of Termination (as hereinafter defined in Section 5) is required, the
              date
              of actual receipt of such Notice of Termination or, if later, the date
              specified therein, as the case may be, and (b) in all other cases,
              the
              actual date on which the Employee’s employment terminates during the Term
              of Employment (as hereinafter defined in Section 3) (it being understood
              that nothing contained in this definition of “Date of Termination” shall
              affect any of the cure rights provided to the Employee or MLI in this
              Agreement).

          


    


    
      
         

      

      
        -1-

        
          

        

      

      
         

      

       

    

    	1.7.  	
             “Disability”
              means the Employee’s inability to render, for a period of three
              consecutive months, services hereunder.

          


    


    	1.8.  	
             “Person(s)”
              means any individual or entity of any kind or nature, including any
              other
              person as defined in Section 3(a)(9) of the Exchange Act, and as used
              in
              Sections 13(d) and 14(d) thereof.

          


    


    	1.9.  	
             “Prospective
              Customer” shall mean any corporation, partnership, trust or Person which
              has either (a) entered into a nondisclosure agreement with MLI or any
              MLI
              subsidiary or Affiliate or (b) has within the proceeding 18 months
              received a currently pending and not rejected written proposal in
              reasonable detail from MLI or any MLI subsidiary or
              Affiliate.

          


    


    	2.  	
            EMPLOYMENT.
              MLI
              hereby agrees to employ Employee, and Employee hereby agrees to serve,
              subject to the provisions of this Agreement, as an employee of MLI.
              

          


    


    	2.1.  	
             Duties.
              Employee
              shall serve as MLI’s Executive Vice President and Chief Financial Officer
              and shall be responsible for MLI’s financial reporting, disclosure
              controls, book keeping, serving as a liason with auditors and accountants,
              overseeing all stock issuances and transfer agency issues and
              responsibilities as are from time to time assigned to him by the Board
              or
              MLI’s Chief Executive Officer.

          


    


    	3.  	
            TERM
              OF AGREEMENT.
              This Agreement shall commence on January 1, 2006, and shall continue
              until
              December 31, 2010 (the “Term” or “Term of Employment”), unless terminated
              as set forth herein.

          


    


    	4.  	
            COMPENSATION.
              

          


    


    	4.1.  	
             Salary.
              Employee’s
              salary during the Term shall be $110,000 per year and 400,000 options
              to
              purchase Common Stock (the “Salary”) payable during the first quarter of
              the year. The exercise price of the options shall be the fair market
              value
              of the Common Stock on the date granted to Employee as determined by
              the
              closing price of the Common Stock on such date, or, if the Common Stock
              is
              not quoted in any inter-dealer quotation medium or trading on any
              exchange, as may be reasonably determined by the Board. Employee’s salary
              may be increased at the discretion of the Compensation Committee of
              MLI’s
              Board of Directors. 

          


    


    	4.2.  	
             Salary
              Vesting.
              Any Salary earned by Employee shall have a vesting period of two years
              (the “Vesting Period”); provided, however, that any unvested Salary at the
              end of the Term shall immediately vest. During the Term, Employee hereby
              consents to the placement of a stop transfer order by MLI and/or its
              transfer agent, with respect to any unvested Salary. All Salary shall
              immediately vest upon a Change in Control or termination of
              employment.

          


    


    	4.3.  	
             Bonus.
              MLI
              shall determine in its sole discretion to pay Employee any bonus amount
              above the salary set forth above.

          


    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

       

    

    	4.4.  	
            Health
              Insurance.During
              the Term, Employee shall receive full coverage under any health insurance
              plan, if any, that MLI, may, from time to time, have in
              place.

          


    


    	4.5.  	
            Expense
              Reimbursement.Employee
              shall be entitled to receive prompt reimbursement for all reasonable
              expenses incurred by the Employee in performing the Employee’s duties and
              responsibilities hereunder in accordance with the policies and procedures
              of MLI. At the end of each fiscal year, the Employee and MLI shall
              in good
              faith reconcile any differences and disputes with respect to timing,
              right
              to reimbursement, reasonableness or documentation of any items of expense
              reimbursement, it being agreed that no good faith dispute respecting
              any
              of the foregoing shall constitute a basis for the Employee or MLI
              terminating or attempting to terminate this Agreement.
              

          


    


    	4.6.  	
             Vacation.During
              each year of the Term of Employment, the Employee shall be entitled
              to
              four weeks of paid vacation taken at such times so as to not materially
              impede his duties hereunder. Vacation days that are not taken may not
              be
              carried over into future years.

          


    


    	5.  	
            Termination.

          


    


    	5.1.  	
             Termination
              Due to Death or Disability.
              

          


    


    	5.1.1.  	
            Death.
              This Agreement shall terminate immediately upon the death of Employee.
              Upon Employee’s death, Employee’s estate or Employee’s legal
              representative, as the case may be, shall be entitled to only the
              following:

          


    


    	5.1.1.1.  	
            All
              unvested Salary accrued, but unpaid as of the date of Employee’s death,
              which shall immediately vest; 

          


    


    	5.1.1.2.  	
            reimbursement
              pursuant to Section 4.5, or any other provision hereof, for all expenses
              incurred but not yet paid.

          


    


    	5.1.1.3.  	
            continuation
              of Employee’s Salary on a pro-rata basis for the additional term of this
              agreement; and

          


    


    


    	5.1.2.  	
            Disability.
              In
              the event of Employee’s Disability, this Agreement shall terminate and
              Employee shall be entitled to receive only the
              following:

          


    


    	5.1.2.1.  	
            continuation
              of Employee’s Salary on a pro-rata basis for Employee’s Disability period
              (it being understood that such period will be six months from the first
              date that Employee is unable to work) and 50% of Employee’s Salary for the
              additional term of this agreement; and

          


    


    	5.1.2.2.  	
            reimbursement
              pursuant to Section 4.5, or any other provision hereof, for all expenses
              incurred but not yet paid.

          


    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

       

    

    	5.2.  	
             Termination
              by MLI for Cause.
              MLI may terminate the Employee’s employment hereunder for Cause as
              provided in this Section 5.2. If MLI terminates the Employee’s employment
              hereunder for Cause, all unvested Salary shall be forfeited and the
              Employee shall be entitled only to:

          


    


    	5.2.1.1.  	
            All
              unvested Salary accrued, but unpaid as of the date of Employee’s
              termination, which shall immediately vest;


          


    	 	 


    	5.2.1.2.  	
            continuation
              of Employee’s Salary for the additional term of this agreement shall
              immediately vest; and

          


    	 	 


    	5.2.1.3.  	
            reimbursement
              pursuant to Section 4.5 hereof or any other provision of this Agreement
              for expenses incurred, but not yet paid prior to such termination of
              employment.

          


    


    	5.3.  	
            Termination
              Without Cause.MLI
              may terminate the Employee’s employment hereunder without Cause. If MLI
              terminates the Employee’s employment hereunder without Cause, other than
              due to death or Disability, the Employee shall be entitled only to
              the
              following:

          


    


    5.3.1.
      the Employee’s accrued and vested Salary through the Date of Termination;
      and

    


    5.3.2.
      reimbursement pursuant to Section 4.6 hereof or any other provision of this
      Agreement for expenses incurred, but not paid prior to such termination of
      employment.

    


    5.3.3
      continuation of Employee’s Salary for the additional term of this agreement
      shall immediately vest; and

    


    	5.4.  	
             Termination
              by Employee.
              Any
              termination of this Agreement by Employee, by formal notice, or failure
              to
              perform under this Agreement, shall have the same effect as a termination
              by MLI for Cause.

          


    


    	5.5.  	
             Notice
              of Termination.
              Any termination of the Employee by MLI shall be communicated by a notice
              of termination to Employee given in accordance with Section 8.3 of
              this
              Agreement (the “Notice of Termination”). Such notice shall (a) indicate
              the specific termination provision in this Agreement relied upon and
              (b)
              if the termination date is other than the date of receipt of such notice,
              specify the dates on which the Employee’s employment is to be terminated
              (which date shall not be earlier than the date on which such notice
              is
              given).

          


    


    	5.6.  	
             Payment.Except
              as otherwise provided in this Agreement, any payments to which the
              Employee shall be entitled under this Section 5, including, without
              limitation, any economic equivalent of any benefit, shall be made as
              promptly as possible following the Date of Termination. If the amount
              of
              any payment due to the Employee cannot be finally determined within
              thirty
              (30) days after the Date of Termination, such amount shall be estimated
              on
              a good faith basis by MLI and the estimated amount shall be paid no
              later
              than thirty (30) days after such Date of Termination. As soon as
              practicable thereafter, the final determination of the amount due shall
              be
              made and any adjustment requiring a payment to or from the Employee
              shall
              be made as promptly as practicable.

          


     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    	6.  	
             Employee’s
              Representation.The
              Employee represents and warrants to MLI that: (a) he is subject to
              no
              contractual, fiduciary or other obligation which may affect the
              performance of his duties under this Agreement; and (b) his employment
              with MLI will not require him to use or disclose proprietary or
              confidential information of any other person or
              entity.

          


    


    	7.  	
            Non-Competition:
              Non-Disclosure.

          


    


    	7.1.  	
             Trade
              Secrets.
              Employee
              acknowledges that his employment position with MLI is one of trust
              and
              confidence. The Employee further understands and acknowledges that,
              during
              the course of the Employee's employment with MLI, the Employee will
              be
              entrusted with access to certain confidential information, specialized
              knowledge and trade secrets which belong to MLI, or its subsidiaries,
              including, but not limited to, their methods of operation and developing
              customer base, its manner of cultivating customer relations, its practices
              and preferences, current and future market strategies, formulas, patterns,
              devices, secret inventions, processes, compilations of information,
              records, and customer lists, all of which are regularly used in the
              operation of their business and which the Employee acknowledges have
              been
              acquired, learned and developed by them only through the expenditure
              of
              substantial sums of money, time and effort, which are not readily
              ascertainable, and which are discoverable only with substantial effort,
              and which thus are the confidential and the exclusive Property of MLI
              and
              its subsidiaries (hereinafter “Trade Secrets”). The Employee covenants and
              agrees to use his best efforts and utmost diligence to protect those
              Trade
              Secrets from disclosure to third parties. The Employee further
              acknowledges that, absent the protections afforded MLI and its
              subsidiaries in this paragraph, the Employee would not be entrusted
              with
              any of such Trade Secrets. Accordingly, the Employee agrees and covenants
              (which agreement and covenant shall survive the termination of this
              Agreement, regardless of the reason) as follows:
              

          


    


    	7.1.1.  	
            The
              Employee will at no time take any action or make any statement that
              will
              discredit MLI, any of its subsidiaries or their products or services.
              

          


    


    	7.1.2.  	
            During
              the period of the Employee's employment with MLI and for 60 months
              immediately following the termination of such employment, the Employee
              will not disclose or reveal to any person, firm or corporation other
              than
              in connection with the business of MLI and its subsidiaries or as may
              be
              required by law, any Trade Secret used or useable by MLI or any of
              its
              subsidiaries, divisions or affiliated companies (collectively the
              “Companies”) in connection with their respective businesses, known to
              Employee as a result of his employment by MLI, or other relationship
              with
              the Companies, and which is not otherwise publicly available. Employee
              further agrees that during the term of this Agreement and at all times
              thereafter, he will keep confidential and not disclose or reveal to
              any
              person, firm or corporation other than in connection with the business
              of
              the Companies or as may be required by applicable law, any information
              received by him during the course of his employment with regard to
              the
              financial, business, or other affairs of the Companies, their respective
              officers, directors, customers or suppliers which is not publicly
              available. 

          


    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

       

    

    	7.1.3.  	
            Upon
              the termination of the Employee's employment with MLI, the Employee
              will
              return to MLI all documents, customer lists, customer information,
              product
              samples, presentation materials, drawing specifications, equipment
              and
              other materials relating to the business of any of the Companies, which
              the Employee hereby acknowledges are the sole and exclusive property
              of
              the Companies or any one of them. 

          


    


    	7.1.4.  	
            During
              the term of the Agreement and, subject to the provisions of Subsection
              7.1.6 hereof, for a period of 36 months immediately following the
              termination of the Employee's employment with MLI, Employee will
              not:

          


    


    	7.1.4.1.  	
            solicit
              or accept competing business from any customer of any of the Companies
              or
              any person or entity known by the Employee to be or have been, during
              the
              term of the Employee's employment with MLI, a customer or Prospective
              Customer (as hereinafter defined) of any of the Companies without the
              prior written consent of MLI;

          


    


    	7.1.4.2.  	
            encourage,
              request or advise any such customer or prospective customer of any
              of the
              Companies to withdraw or cancel any of their business from or with
              any of
              the Companies; or 

          


    


    	7.1.4.3.  	
            compete,
              or participate as a shareholder, director, officer, partner (limited
              or
              general), trustee, holder of a beneficial interest, employee, agent
              of or
              representative in any business competing directly with the Companies
              without the prior written consent of MLI, which may be withheld in
              MLI's
              sole discretion; provided, however, that nothing contained herein shall
              be
              construed to limit or prevent the purchase or beneficial ownership
              by
              Employee of less than five percent of any security registered under
              Section 12 or 15 of the Securities Exchange Act of 1934.
              

          


    


    	7.1.4.4.  	
            The
              Employee will not during the period of his employment with MLI and,
              subject to the provisions hereof for a period of 36 months immediately
              following the termination of Employee's employment with
              MLI,

          


    


    	7.1.4.4.1.  	
            conspire
              with any person employed by any of the Companies with respect to any
              of
              the matters covered hereunder;

          


    


    	7.1.4.4.2.  	
            encourage,
              induce or solicit any person employed by any of the Companies to
              facilitate the Employee's violation of the covenants contained
              hereunder;

          


    


    	7.1.4.4.3.  	
            assist
              any entity to solicit the employment of any employee of any of the
              Companies; or 

          


    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    


    	7.2.  	
             The
              Employee expressly acknowledges that all of the provisions of this
              Section
              7 of this Agreement have been bargained for and the Employee's agreement
              hereto is an integral part of the consideration to be rendered by the
              Employee which justify the rate and extent of the compensation provided
              for hereunder. 

          


    


    	7.3.  	
             The
              Employee acknowledges and agrees that a violation of any one of the
              covenants contained in this Section 7 shall cause irreparable injury
              to
              MLI, that the remedy at law for such a violation would be inadequate
              and
              that MLI shall thus be entitled to injunctive relief to enforce that
              covenant. 

          


    


    	7.4.  	
             Successors.

          


    


    	7.4.1.  	
            The
              Employee.This
              Agreement is personal to the Employee and, without the prior express
              written consent of MLI, shall not be assignable by the Employee, except
              that the Employee’s rights to receive any compensation or benefits under
              this Agreement may be transferred or disposed of pursuant to testamentary
              disposition, intestate succession or a qualified domestic relations
              order
              or in connection with a Disability. This Agreement shall inure to the
              benefit of and be enforceable by the Employee’s estate, heirs,
              beneficiaries, and/or legal
              representatives.

          


    


    	7.4.2.  	
             MLI.
              This
              Agreement shall inure to the benefit of and be binding upon MLI and
              its
              successors and assigns. 

          


    


    	8.  	
             Miscellaneous.

          


    


    	8.1.  	
             Applicable
              Law.Except
              as may be otherwise provided herein, this Agreement shall be governed
              by
              and construed in accordance with the laws of the State of New York,
              applied without reference to principles of conflict of
              laws.

          


    


    	8.2.  	
             Amendments.This
              Agreement may not be amended or modified otherwise than by a written
              agreement executed by the parties hereto or their respective successors
              or
              legal representatives.

          


    


    	8.3.  	
             Notices.
              All notices and other communications hereunder shall be in writing
              and
              shall be given by hand-delivery to the other party or by registered
              or
              certified mail, return receipt requested, postage prepaid, addressed
              as
              follows:

          


    


    If
      to the
      Employee:

    


    James
      Rose

    178
      Roosevelt Blvd

    Hauppauge,
      NY 11788

    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

       

    

    If
      to
      MLI:

    


    MedLink
      International, Inc.

    11
      Oval
      Drive

    Suite
      200B

    Islandia,
      N.Y. 11749

    


    Fax:
      (631) 342-8819

    


    With
      a
      copy to:

    


    Richardson
      & Patel LLP

    Attn:
      Jody Samuels

    The
      Chrysler Building

    405
      Lexington Avenue, 26th floor

    New
      York,
      NY 10174

    


    Fax
      #:
      (212) 907-6687 

    


    
      	 	
              Or
                to such other address as either party shall have furnished to the
                other in
                writing in accordance herewith. Notices and communications shall
                be
                effective when actually received by the
                addressee.

            


    

    


    	8.4.  	
             Withholding.MLI
              may withhold from any amounts payable under the Agreement, such federal,
              state and local income, unemployment, social security and similar
              employment related taxes and similar employment related withholdings
              as
              shall be required to be withheld pursuant to any applicable law or
              regulation.

          


    


    	8.5.  	
             Severability.The
              invalidity or unenforceability of any provision of this Agreement shall
              not affect the validity or enforceability of any other provision of
              this
              Agreement, and any such provision which is not valid or enforceable
              in
              whole shall be enforced to the maximum extent permitted by
              law.

          


    


    	8.6.  	
             Captions.The
              captions of this Agreement are not part of the provisions and shall
              have
              no force or effect.

          


    


    	8.7.  	
             Entire
              Agreement.This
              Agreement contains the entire agreement among the parties concerning
              the
              subject matter hereof and supersedes all prior agreements, understandings,
              discussions, negotiations and undertakings, whether written or oral,
              between the parties with respect thereto.

          


    


    	8.8.  	
             Survivorship.
              The
              respective rights and obligations of the parties hereunder shall survive
              any termination of this Agreement or the Employee’s employment hereunder
              to the extent necessary to the intended preservation of such rights
              and
              obligations.

          


     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    

      	8.9.  	
               Waiver.
                Either Party's failure to enforce any provision or provisions of
                this
                Agreement shall not in any way be construed as a waiver of any such
                provision or provisions, or prevent that party thereafter from enforcing
                each and every other provision of this
                Agreement.

            


       

    

    
      	 	
               8.10.   
                

            	
              Joint
                Efforts/Counterparts.  
                Preparation of this Agreement shall be deemed to be the joint
                effort of the parties hereto and shall not be cons trued more severely
                against any
                party. This Agreement may be signed in two or more counterparts,
                each of
                which shall be deemed an original and all of which together shall
                constitute one and the same
                instrument.

            


    

    


    
      	
            	8.11.	
              Representation
                by Counsel.
                Each Party hereby represents that it has had the opportunity to be
                represented by legal counsel of its choice in connection with the
                negotiation and execution of this
                Agreement.

            


    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of January 26,
      2004.

     

    
      
        	 	 	MEDLINK INTERNATIONAL,
                INC.,
	 	 	a
                Delaware
                corporation
	 	 	 	 
	
              	 	By:	
              
	
                

                Jameson
                  Rose

              	 	 	
                
Ray
                Vuono
	 	 	 	 
	 	 	 Title:
                Chief
                Executive Officer


      

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

         

      

    

    MEDLINK
      INTERNATIONAL, INC.

    


    COMMON
      STOCK OPTION

    


    NEITHER
      THIS OPTION NOR THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN
      REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE OR CANADIAN PROVINCE, OR UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "ACT"). THIS OPTION IS RESTRICTED AND MAY NOT
      BE
      OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH
      REGISTRATION REQUIREMENTS. 

    


    


    
      	
              Void
                after: January 1, 2012

            	
              Right
                to Purchase 400,000 shares of Common Stock (subject to
                adjustment)

            


    

    


    PREAMBLE

    


    MedLink
      International, Inc., a Delaware corporation (the "Company"), hereby certifies
      that, for value received, James Rose, the holder hereof (the “Holder”), is
      entitled, subject to the terms set forth below, to purchase from the Company
      at
      any time or from time to time before 5:00 P.M. New York time, on January 1,
      2012, fully paid and nonassessable shares of the Company’s $.001 par value per
      share common stock (the “Common Stock”). The purchase price per share (the
      "Purchase Price") shall be, in the event of a purchase at any time during the
      period commencing on the date hereof and ending on January 1, 2012, $0.136.
      The
      number of shares of Common Stock and the amount of the Purchase Price are
      subject to adjustment as provided herein.

    


    This
      option is the “Option” (this "Option"), evidencing the right to purchase shares
      of Common Stock of the Company, issued pursuant to that certain Employment
      Agreement dated as of January 1, 2006 (the “Employment”), between the Company
      and the Holder. Capitalized terms used and not otherwise defined herein shall
      have the meanings set forth for such terms in the Consulting Agreement. This
      Option evidences the right to purchase an aggregate of 400,000 shares of Common
      stock of the Company, subject to adjustment as provided in this Option.


    


    As
      used
      herein, the following terms, unless the context otherwise requires, have the
      following respective meanings:

    


    (a) The
      term
      "Company" includes any corporation which shall succeed to or assume the
      obligations of the Company hereunder.

    


    (b) The
      term
      "Common Stock" includes all stock of any class or classes (however designated)
      of the Company, authorized on or after the date hereof, the holders of which
      shall have the right, without limitation as to amount, either to all or to
      a
      share of the balance of current dividends and liquidating dividends after the
      payment of dividends and distributions on any shares entitled to preference,
      and
      the holders of which shall ordinarily, in the absence of contingencies, be
      entitled to vote for the election of a majority of directors of the Company
      (even though the right so to vote has been suspended by the happening of such
      a
      contingency).

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

       

    

    (c) The
      term
      "Other Securities" refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      Holder of this Option at any time shall be entitled to receive, or shall have
      received, on the exercise of this Option, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 6 or otherwise.

    


    (d) The
      term
“Registration Statement” means any registration statement of the Company filed
      or to be filed with the SEC which covers any of the Registrable Securities
      pursuant to the provisions of this Option, including all amendments (including
      post-effective amendments) and supplements thereto, all exhibits thereto and
      all
      material incorporated therein by reference.

    


    (e) The
      term
“SEC,” "Securities and Exchange Commission" or "Commission" refers to the
      Securities and Exchange Commission or any other federal agency then
      administering the Securities Act.

    


    (f) The
      term
      "Shares" means the Common Stock issued or issuable upon exercise of this
      Option.

    


    (g) The
      term
      "Securities Act" means the Securities Act of 1933, as amended, or any successor
      federal statute, and the rules and regulations of the Securities and Exchange
      Commission thereunder, all as the same shall be in effect at the
      time.

    


    (h) The
      term
      "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended,
      or any successor federal statute, and the rules and regulations of the
      Securities and Exchange Commission thereunder, all as the same shall be in
      effect at the time.

    


    (i) The
      term
 “Cashless
      Exercise” means, to the extent that a Stock Option Agreement so provides and as
      permitted by applicable law, a program approved by the Committee in which
      payment may be made all or in part by delivery (on a form prescribed by the
      Committee) of an irrevocable direction to a securities broker to sell Shares
      and
      to deliver all or part of the sale proceeds to the Company in payment of the
      aggregate Exercise Price and, if applicable, the amount necessary to satisfy
      the
      Company’s withholding obligations at the minimum statutory withholding rates,
      including, but not limited to, U.S. federal and state income taxes, payroll
      taxes, and foreign taxes, if applicable. 

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

       

    

    1. Restricted
      Stock.

    


    1.1
      If,
      at the time of any transfer or exchange (other than a transfer or exchange
      not
      involving a change in the beneficial ownership of this Option or the Shares)
      of
      this Option or the Shares, this Option or the Shares shall not be registered
      under the Securities Act, the Company will require, as a condition of allowing
      such transfer or exchange, that the Holder or transferee of this Option or
      the
      Shares, as the case may be, furnish to the Company an opinion of counsel
      reasonably acceptable to the Company or a "no action" or similar letter from
      the
      Securities and Exchange Commission to the effect that such exercise transfer
      or
      exchange may be made without registration under the Securities Act. In the
      case
      of such transfer or exchange and in the case of an exercise of this Option
      if
      the Shares to be issued thereupon are not registered pursuant to the Securities
      Act, the Company will require a written statement that this Option or the
      Shares, as the case may be, are being acquired for investment and not with
      a
      view to the distribution thereof. The certificates evidencing the Shares issued
      on the exercise of this Option shall, if such Shares are being sold or
      transferred without registration under the Securities Act, bear a legend similar
      to the legend on the face page of this Common Stock Purchase
      Option.

    


    1.2
      (a)
      The Company shall make and keep public information available, as those terms
      are
      understood and defined in Rule 144 under the Securities Act, at all times from
      and after 90 days following the effective date of the first registration of
      the
      Company under the Securities Act of an offering of its securities to the general
      public.

    


    (b)
      The
      Company shall file with the Commission in a timely manner all required reports
      and other documents as the Commission may prescribe under Section 13(a) or
      15(d)
      of the Exchange Act.

    


    (c)
      The
      Company shall furnish to the Holder of this Option or the Shares designated
      by
      the Holder, forthwith upon request, (i) a written statement by the Company
      as to
      its compliance with the reporting requirements under the Securities Act (at
      any
      time from and after 90 days following the effective date of the first
      registration statement of the Company for an offering of its securities to
      the
      general public) and of the reporting requirements of the Exchange Act, (ii)
      a
      copy of the most recent annual or quarterly report of the Company, (iii) any
      other reports and documents necessary to satisfy the information-furnishing
      condition to offers and sales under Rule 144A under the Securities Act, and
      (iv)
      such other reports and documents as the Holder of this Option or the Shares
      reasonably requests to avail itself of any rule or regulation of the Commission
      allowing the Holder to sell any such securities without
      registration.

    


    2. Exercise
      of Option.

    


    2.1 Exercise
      in Full.
      The
      Holder of this Option may exercise it in full by surrendering this Option,
      with
      the form of subscription at the end hereof duly executed by the Holder, to
      the
      Company at its principal office. The surrendered Option shall be accompanied
      by
      payment, in cash or by certified or official bank check payable to the order
      of
      the Company, in the amount obtained by multiplying the number of shares of
      Common Stock called for on the face of this Option by the applicable Purchase
      Price. 

    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

       

    

    2.2 Partial
      Exercise.
      This
      Option may be exercised in part by surrender of this Option in the manner and
      at
      the place provided in Subsection 2.1 except that the amount of Common Stock
      obtained through the exercise shall be calculated by multiplying (a) the number
      of shares of Common Stock called for on the face of this Option as shall be
      designated by the Holder in the subscription at the end hereof by (b) the
      Purchase Price. On any such partial exercise, subject to the provisions of
      Section 2 hereof, the Company at its expense will forthwith issue and deliver
      to, or upon the order of the Holder, a new Option or Options of like tenor,
      in
      the name of the Holder, calling in the aggregate on the face or faces thereof,
      for the number of shares of Common Stock equal to the number of such shares
      called for on the face of this Option minus the number of such shares designated
      by the Holder in the subscription at the end hereof.

    


    2.3 Cashless
      Exercise.
      Payment
      for all or any part of the Exercise Price may be made through Cashless
      Exercise.

    


    2.4 Company
      Acknowledgment.
      The
      Company will, at the time of the exercise, exchange or transfer of this Option,
      upon the request of the Holder acknowledge in writing its continuing obligation
      to afford to the Holder any rights (including, without limitation, any right
      to
      registration of the Shares) to which the Holder shall continue to be entitled
      after such exercise or exchange in accordance with the provisions of this
      Option. If the Holder of this Option shall fail to make any such request, such
      failure shall not affect the continuing obligation of the Company to afford
      to
      the Holder any such rights.

    


    3. Delivery
      of Stock Certificates, Etc., on Exercise.
      As soon
      as practicable after the exercise of this Option, in full or in part, and in
      any
      event within ten business (10) days thereafter, the Company, at its expense,
      (including the payment by it of any applicable issue taxes) will cause to be
      issued in the name of and delivered to the Holder, a certificate or certificates
      for the number of fully paid and nonassessable Shares to which the Holder shall
      be entitled on such exercise. No fractional Share or scrip representing a
      fraction of a Share will be issued on exercise, but the number of Shares
      issuable shall be rounded to the nearest whole Share.

    


    4. Adjustment
      for Reorganization, Consolidation, Merger, Etc.

    


    4.1
      Merger,
      Etc.
      If the
      Company shall (a) effect a reorganization, (b) consolidate with or merge into
      any other person, or (c) transfer all or substantially all of its properties
      or
      assets to any other person under any plan or arrangement contemplating the
      dissolution of the Company (any such transaction being hereinafter sometimes
      referred to as a "Reorganization") then, in each such case, the Holder of this
      Option, on the exercise hereof as provided in Section 2 at any time after the
      consummation or effective date of such Reorganization (the "Effective Date"),
      shall receive, in lieu of the Shares issuable on such exercise prior to such
      consummation or such effective date, the stock and other securities and property
      (including cash) to which the Holder would have been entitled upon such
      consummation or in connection with such dissolution, as the case may be, if
      the
      Holder had so exercised this Option, immediately prior thereto. The successor
      corporation in any such Reorganization described in clause (b) or (c) above
      where the Company will not be the surviving entity (the "Acquiring Company")
      must agree prior to such Reorganization in a writing satisfactory in form and
      substance to the Holder that this Option shall continue in full force and effect
      and the terms hereof shall be applicable to the shares of stock and other
      securities and property receivable on exercise after the consummation of such
      Reorganization, and shall be binding upon the issuer of any such stock or other
      securities (including, in the case of any transfer of properties or assets
      referred to above, the person acquiring all or substantially all of the
      properties or assets of the Company). If the Acquiring Company has not so agreed
      to continue this Option, then the Company shall give 30 days' prior written
      notice to the Holder of this Option of such Reorganization, during which 30-day
      period (the "Notice Period") the Holder at its option and upon written notice
      to
      the Company shall be able to (i) exercise this Option or any part thereof at
      an
      exercise price (the "Discounted Exercise Price") equal to the then prevailing
      purchase price hereunder discounted at the Discount Rate (as used herein the
      "Discount Rate" shall mean the then prevailing interest rate on U.S. Treasury
      Notes issued on (or immediately prior to) the date of such 30-day notice and
      maturing on October 18, 2004 (or immediately prior thereto), such rate to be
      compounded annually through October 18, 2004, and in no event to be less than
      10% annually); or (ii) on the Effective Date, the Holder of this Option shall
      be
      paid an amount (the "Merger Profit Amount") equal to the difference between
      the
      fair market value per share of Common Stock of the Company being purchased
      by
      the Acquiring Company in the Reorganization and the Discounted Exercise Price
      described in clause (i) above and the Option shall simultaneously expire. The
      Merger Profit Amount shall be payable in the same form as the common
      stockholders of the Company shall be paid by the Acquiring Company for their
      shares of common stock of the Company. The fair market value of any noncash
      property received from the Acquiring Company upon the Reorganization shall
      be
      determined in good faith by the Board of Directors of the Company, as approved
      by the Company's stockholders. 

    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

       

    

    4.2
      Dissolution.
      Except
      as otherwise expressly provided in Subsection 5.1, in the event of any
      dissolution of the Company following the transfer of all or substantially all
      of
      its properties or assets, the Company, prior to such dissolution, shall at
      its
      expense deliver or cause to be delivered the stock and other securities and
      property (including cash, where applicable) receivable by the Holder of this
      Option after the effective date of such dissolution pursuant to this Section
      4
      to a bank or trust company having its principal office in New York, New York,
      as
      trustee for the Holder of this Option.

    


    4.3
      Continuation
      of Terms.
      Except
      as otherwise expressly provided in Subsection 4.1, upon any reorganization,
      consolidation, merger or transfer (and any dissolution following any transfer)
      referred to in this Section 4, this Option shall continue in full force and
      effect and the terms hereof shall be applicable to the shares of stock and
      other
      securities and property receivable on the exercise of this Option after the
      consummation of such reorganization, consolidation or merger or the effective
      date of dissolution following any such transfer, as the case may be, and shall
      be binding upon the issuer of any such stock or other securities, including,
      in
      the case of any such transfer, the person acquiring all or substantially all
      of
      the properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Option as provided in Section
      4.1.

    


    5. No
      Impairment.
      The
      Company will not, by amendment of its certificate of incorporation or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities or any other voluntary action, avoid or seek to
      avoid the observance or performance of any of the terms of this Option, but
      will, at all times, in good faith, assist in the carrying out of all such terms
      and in the taking of all such action as may be necessary or appropriate in
      order
      to protect the rights of the Holders of this Option against dilution or other
      impairment. Without limiting the generality of the foregoing, the Company (a)
      will not increase the par value of any shares of stock receivable on the
      exercise of this Option above the amount payable therefor on such exercise
      and
      (b) will at all times reserve and keep available out of its authorized capital
      stock, solely for the purpose of issue upon exercise of this Option as herein
      provided, such number of shares of Common Stock as shall then be issuable upon
      exercise of this Option in full and shall take all such action as may be
      necessary or appropriate in order that all shares of Common Stock that shall
      be
      so issuable shall be duly and validly issued and fully paid and nonassessable
      and free from all taxes, liens and charges with respect to the issue
      thereof.

    


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

       

    

    6.
       No
      Dilution.

    


    (a)
       In
      the
      event the Company shall pay a share dividend or other distribution payable
      in
      shares of Common Stock, or the issued shares of Common Stock shall be
      subdivided, combined or consolidated, by reclassification or otherwise, into
      a
      greater or lesser number of shares of Common Stock, the Purchase Price in effect
      immediately prior (and each Purchase Price in effect subsequent) to such
      subdivision or combination, and the number of shares of Common Stock into which
      this option is exercisable, shall be proportionately adjusted.

    


    (b)
       Upon
      the
      occurrence of each adjustment of the Purchase Price pursuant to this Section
      6,
      the Company shall prepare a certificate setting forth such adjustment and
      showing in detail the facts upon which such adjustment is based.

    


    (c)
       The
      form
      of this Option need not be changed because of any change in the Purchase Price
      pursuant to this Section 6 and any Option issued after such change may state
      the
      same Purchase Price and the same number of shares of Common Stock as are stated
      in this Option as initially issued. However, the Company may at any time in
      its
      sole discretion (which shall be conclusive) make any change in the form of
      this
      Option that it may deem appropriate and that does not affect the substance
      thereof. Any Option thereafter issued or countersigned, whether in exchange
      or
      substitution for an outstanding Option or otherwise, may be in the form as
      so
      changed.

     

    
      
        
          	
                	(d)	
                  In
                    case at any time after the date of this
                    Option:

                


        

         

      

    

    (i)
       The
      Company shall declare a dividend (or any other distribution) on its shares
      of
      Common Stock payable otherwise than in cash out of its earned surplus;
      or

    


    (ii)
       The
      Company shall authorize any reclassification of the shares of its Common Stock,
      or any consolidation or merger to which it is a party and for which approval
      of
      any shareholders of the Company is required, or the sale or transfer of all
      or
      substantially all of its assets or all or substantially all of its issued and
      outstanding stock; or

    


    (iii)
       Events
      shall have occurred resulting in the voluntary and involuntary dissolution,
      liquidation or winding up of the Company; then the Company shall cause notice
      to
      be sent to the Holder at least twenty (20) days prior (or ten (10) day prior
      in
      any case specified in clause (i) above, or on the date of any case specified
      in
      clause (iii) above) to the applicable record date hereinafter specified, a
      notice stating (1) the date on which a record is to be taken or the purpose
      of
      such dividend, distribution or rights, or, if a record is not to be taken,
      the
      date as of which the holders of shares of Common Stock of record will be
      entitled to such dividend, distribution or rights are to be determined or (2)
      the date on which such reclassification, consolidation, merger, sale, transfer,
      initial public offering, dissolution, liquidation or winding up is expected
      to
      become effective, and the date as of which it is expected that holders of shares
      of Common Stock or record shall be entitled to exchange their shares for
      securities or other property deliverable upon such reclassification,
      consolidation, merger, sale transfer, dissolution, liquidation or winding up.
      Failure to give any such notice of any defect therein shall not affect the
      validity of the proceedings referred to in clauses (i), (ii) and (iii)
      above.

    


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

       

    

    7. Replacement
      of Options.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Option and, in the case of any such loss,
      theft or destruction of this Option, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Option,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Option
      of like tenor.

    


    8. Expenses.
      The
      Company agrees to pay any and all stamp, transfer and other similar taxes
      payable or determined to be payable in connection with the execution and
      delivery of this Option and the issuance of this Option.

    


    9. Option
      Agent.
      The
      Company may, by written notice to the Holder of this Option, appoint an agent
      having an office in New York, New York, or U.S. Stock Transfer Corp. for the
      purpose of issuing Shares on the exercise of this Options pursuant to Section
      2,
      exchanging this Option pursuant to Section 6, and replacing this Option pursuant
      to Section 8, or any of the foregoing, and thereafter any such issuance,
      exchange or replacement, as the case may be, shall be made at such office by
      such agent.

    


    10. Remedies.
      The
      Company stipulates that the remedies at law of the Holder of this Option, in
      the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Option, are not and will not be
      adequate, and that such terms may be specifically enforced by a decree for
      the
      specific performance of any agreement contained herein or by an injunction
      against a violation of any of the terms hereof or otherwise.

    


    11. Negotiability,
      Etc.
      This
      Option is issued upon the following terms, to all of which the Holder or owner
      hereof, by the taking hereof, consents and agrees:

    


    (a)
      title
      to this Option may be transferred by endorsement (by the Holder executing the
      form of assignment at the end hereof) and delivery in the same manner as in
      the
      case of a negotiable instrument transferable by endorsement and
      delivery;

    


    (b)
      any
      person in possession of this Option, properly endorsed, is authorized to
      represent himself as absolute owner hereof and is empowered to transfer absolute
      title hereto by endorsement and delivery hereof to a bona fide purchaser hereof
      for value; each prior taker or owner waives and renounces all of his equities
      or
      rights in this Option in favor of each such bona fide purchaser, and each such
      bona fide purchaser shall acquire absolute title hereto and to all rights
      represented hereby; and

    


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

       

    

    (c)
      until
      this Option is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.

    


    12. Notice,
      Etc.
      All
      notices and other communications from the Company to the Holder of this Option
      shall be mailed by first class registered or certified airmail, postage prepaid,
      at such address as may have been furnished to the Company in writing by the
      Holder.

    


    13. Miscellaneous.
      This
      Option and any term hereof may be changed, waived, discharged or terminated
      only
      by an instrument in writing signed by the party against which enforcement of
      such change, waiver, discharge or termination is sought. This Option is being
      delivered in the State of New York and shall be construed and enforced in
      accordance with and governed by its laws. The headings in this Option are for
      purposes of reference only, and shall not limit or otherwise affect any of
      the
      terms hereof. This Option is being executed as an instrument under seal. All
      nouns and pronouns used herein shall be deemed to refer to the masculine,
      feminine or neuter, as the identity of the person or persons to whom reference
      is made herein may require.

    


    14. Expiration.
      The
      right to exercise this Option shall expire at 5:00 P.M.,
      New
      York time, on January 1, 2012.

    


    
      	
              Dated:
                ____________________

            	 	
              MEDLINK
                INTERNATIONAL, INC.

            
	 	 	 
	 	 	 
	 	 	
              By:________________________

            
	 	 	
              Name:______________________

            
	 	 	
              Title:_______________________

            


    

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

     

    ATTACHMENT
      A

    


    


    NOTICE
      OF EXERCISE

    


    (To
      be
      Executed by the Registered Holder in order to Exercise the Option)

    


    The
      undersigned holder hereby irrevocably elects to purchase ____ shares of Common
      Stock of MedLink International, Inc. (the “Company”) pursuant to the Common
      Stock Option void after ______________________ issued by the Company according
      to the conditions set forth in said warrant and as of the date set forth
      below.*

    


    Date
      of
      Exercise: 

    


    Number
      of
      Shares be Purchased: __________________________________________

    


    Applicable
      Purchase Price: 

    


    Signature: 

    [Name]

    


    Address: 

      

    


    *
      This
      original Option must accompany this Notice of Exercise.

    


    
      
         

      

      
        -18-