Exhibit
      10.9

     

    COLLEXIS
      HOLDING, INC.

     

    NONQUALIFIED
      STOCK OPTION

    AGREEMENT

    


    THIS
      NONQUALIFIED STOCK OPTION AGREEMENT is
      made
      effective as of the ____ day of ___________ 20__ by and between Collexis
      Holding, Inc., a Nevada company (the "Company") and ___________, a resident
      of
      the State of ___________, USA (the "Optionee") (together, this agreement and
      the
      Statement of Terms and Conditions and Schedules attached hereto shall constitute
      and be referred to as the "Agreement"). This
      Agreement represents a restatement of the Option originally granted by Collexis
      B.V. on ____ day of ____________, 20__, as adjusted in accordance with the
      terms
      of that Option. Capitalized
      terms and phrases shall have the meaning ascribed thereto in this
      Agreement.

     

    WITNESSETH:

     

    WHEREAS,
      in
      connection with certain services rendered or to be rendered by Optionee to
      Company as an independent contractor, whether in the capacity of a consultant
      or
      other service provider, a member of a scientific advisory board or a member
      of
      Company's board of directors or otherwise, Company agreed to issue to Optionee
      the option to purchase _______ shares
      of
      voting common stock for the purpose of providing a sense of proprietorship
      and
      personal involvement in the development and financial success of and further
      encouraging Optionee to devote his or her best efforts to Company;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and of the mutual covenants and agreements
      hereinafter set forth, Company hereby awards to Optionee as of the Grant Date
      a
      nonqualified stock option (the "Option") to purchase the Option Shares on the
      terms and conditions described in this Agreement, which Optionee hereby accepts
      on said terms and conditions:

     

    
      	
              1.

            	Grant Date:
              _______________, 20__.
	 	 
	
              2.

            	Type
              of Option:
              Nonqualified stock option.
	 	 
	
              3.

            	Option
              Shares:
              ___________ shares (the "Option Shares") of Company's voting
              common
              stock, as such phrase is defined in Company's Articles of Incorporation,
              as amended, (the "Stock"), subject to adjustment as provided in the
              attached Statement of Terms and Conditions.
	 	 
	
              4.

            	
              
                Exercise
                  Price:
                  $___ per share of Stock (the "Exercise Price"), subject to adjustment
                  as
                  provided in the attached Statement of Terms and Conditions, which
                  is made
                  an integral part of this
                  Agreement.

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              5.

            	
              
                Option
                  Period:
                  The Option may be exercised as to all or any portion of the Option
                  Shares
                  during the period that commences on the Grant Date and ends on
                  the 5 (th)
                  anniversary of the Grant Date (the "Option Period").
                  

              

            
	 	 
	 	Note that
              other
              limitations, restrictions, terms and conditions applicable to the Option
              and Option Shares as described in the attached Statement of Terms and
              Conditions may apply.
	 	 
	
              6.

            	
              Cancellation:
                This Agreement, including, without limitation, the Option described
                herein, is subject to cancellation if this Agreement is not signed
                by
                Optionee as required below.

            


    

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first written above.


     

    
      
        
          	 	 	 
	 	COMPANY
	 	 	 
	 	
                  Collexis
                    Holdings, Inc.

                  a
                    Nevada company

                
	 
 	 
 	 
 
	 	By:  	 
	 	Name: William D.
                  Kirkland
	 	Title: Chief Executive
                  Officer


        

      

      


      By
        signing below, Optionee hereby accepts the Option subject to all its terms
        and
        provisions and agrees to be bound by the terms and provisions of this Agreement,
        including, without limitation, the attached Statement of Terms and Conditions.
        Optionee authorizes Company to withhold, in accordance with applicable law,
        from
        any compensation payable to him or her, any taxes required to be withheld
        by
        federal, state or local law as a result of the grant, existence or exercise
        of
        the Option or subsequent sale of the Option Shares, if any.

       

      
        
          	 	 	 
	 	OPTIONEE
	 	 	 
	 	Signature:
                  	 
	 	Name:	
                


        

      

    

    


    


    *****

    Mark
      Auerbach, John Macomber, Frank Carlucci, and John Regazzi executed the
      Nonqualified Stock Option Agreement in the form filed on this
      Exhibit.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    COLLEXIS
      HOLDING, INC.

     

    STATEMENT

    OF

    TERMS
      AND CONDITIONS

    TO
      THE

    NONQUALIFIED
      STOCK OPTION AGREEMENT

     

    1.    Exercise
      of Option.
      The
      Option may be exercised at any time during the Option Period by:

    


    
      	 	
              a.

            	
              Delivery
                to Company, at its principal place of business, of a written notice
                of
                exercise in substantially the form attached hereto as Exhibit 1,
                which shall be delivered to Company no earlier than thirty (30) days
                and
                no later than ten (10) days prior to the date upon which Optionee
                desires
                to exercise all or any portion of the Option, unless Company shall
                otherwise agree; and

            


    

    


    
      	 	
              b.

            	
              Payment
                to Company of the Exercise Price multiplied
                by
                the number of Option Shares being purchased (the "Purchase
                Price").

            


    

    


    Upon
      acceptance of such notice and receipt of payment in full of the Purchase Price,
      Company shall cause to be issued a certificate representing the Option Shares
      purchased. 

    


    2.    Purchase
      Price.
      Payment
      of the Purchase Price for all Option Shares purchased pursuant to the exercise
      of an Option shall be made in cash, check, stock (with the consent of Company)
      or other monetary value that Company on a case-by-case basis finds and confirms
      to be acceptable in writing.

    


    3.    No
      Rights as a Shareholder.
      Optionee
      shall not be deemed to be the holder of, or to have any of the rights of a
      holder with respect to any Option Shares until (a) the Option shall have been
      exercised pursuant to the terms of this Agreement and Optionee shall have paid
      in full the Purchase Price for the number of Option Shares in respect of which
      the Option was exercised, (b) Company shall have issued and delivered the Option
      Shares to Optionee, and (c) Optionee's name shall have been entered as a
      shareholder of record on the books of Company, whereupon Optionee shall have
      full ownership rights with respect to such Option Shares. Company
      shall make no adjustment for any dividends or distributions or other rights
      on
      or with respect to Option Shares for which the record date is prior to the
      issuance of such stock certificate, except as may otherwise be provided in
      this
      Agreement.

    


    4.    Restriction
      on Transfer of Option.
      The
      Option evidenced hereby is nontransferable other than by will or the laws of
      descent and distribution and shall be exercisable during the lifetime of
      Optionee only by Optionee (or in the event of Optionee's disability, by his
      or
      her personal representative) and after Optionee's death, only by Optionee's
      legatee or the executor of Optionee's estate. Any attempted assignment,
      transfer, pledge, hypothecation or other disposition of this Option contrary
      to
      the provisions of this Agreement shall be null and void and without legal
      effect.

    


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

       

    

    5.    Securities
      Laws Restrictions.
      The
      Option may not be exercised at any time unless, in the opinion of counsel for
      Company, the issuance and sale of the Option Shares issued upon such exercise
      is
      exempt from registration under the Securities Act of 1933, as amended, or any
      other applicable federal or state securities law, rule or regulation, or the
      Option Shares have been duly registered under such laws. Company shall not
      be
      required to register the Option Shares issuable upon the exercise of the Option
      under any such laws.

    


    6.    Changes
      in Capitalization.

    


    
      	 	
              a.

            	
              An
                appropriate adjustment in the number and kind of Option Shares and
                in the
                Exercise Price shall be made by Company in the event the number of
                Shares
                of Stock of Company is increased or decreased by reason of Company
                effecting one or more stock dividends, stock splits, reverse stock
                splits,
                subdivisions, consolidations or other similar events, or there occurs
                any
                other event which in the judgment of Company necessitates such
                action.

            


    

    


    
      	 	
              b.

            	
              In
                the event of a Change in Control pursuant to which the surviving
                entity
                does not agree to the assumption of the Option, Company may elect
                to take
                such action as it deems necessary or appropriate, including, without
                limitation, substitute new awards, adjust outstanding awards, accelerate
                awards or remove restrictions on outstanding awards. For
                purposes of this subsection, the phrase 'Change In Control' means:
                (a) the
                acquisition of ownership, directly or indirectly (in a single transaction
                or a series of related transactions), beneficially or of record,
                by any
                Person or group (within the meaning of Section 13(d) and Section
                14(d)(2)
                of the Securities Exchange Act of 1934 as in effect on the date hereof)
                of
                capital stock representing more than 50.1% of the issued and outstanding
                capital stock of Company entitled to vote for the members of the
                board of
                directors of Company (other than by any Person or group in control
                of
                Company on the date hereof), or (b) the acquisition of ownership,
                directly
                or indirectly (in a single transaction or a sales of related
                transactions), by any Person or group (other than the group in control
                of
                Company on the date hereof) of over 50.1% of the assets of Company;
                provided,
                however,
                that a Change in Control shall not include any acquisitions described
                in
                (a) or (b) above by any holder of Company's common stock, group of
                such
                stockholders or their respective affiliates or any change in control
                that
                occurs on account of any public offering of Company's common stock
                registered under the Securities Exchange Act of 1934. 'Person' shall
                mean
                a natural person, partnership (whether general, limited, or limited
                liability, and whether domestic or foreign), limited liability company,
                trust, business trust, estate, association, corporation, joint venture,
                custodian, nominee, cooperative, or any other organization or any
                other
                individual or entity in its own or any representative capacity.

            


    

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

       

    

    
      	 	
              c.

            	
              The
                existence of the Option granted pursuant to this Agreement shall
                not
                affect in any way the right or power of Company to make or authorize
                any
                adjustment, reclassification, reorganization or other change in its
                capital or business structure, any merger or consolidation of Company,
                any
                issue of debt or equity securities having preferences or priorities
                as to
                its Stock or the rights thereof, the dissolution or liquidation of
                Company, any sale or transfer of all or any part of its business
                or
                assets, or any other corporate act or proceeding. Any adjustment
                pursuant
                to this Section may provide for the elimination without payment therefor
                of any fractional shares that might otherwise become subject to any
                Option.

            


    

    


    7.    
Legend
      on Stock Certificates.
      All
      certificates evidencing Option Shares purchased under this Agreement in an
      unregistered transaction shall bear the following legend (and such other
      restrictive legends as are required or deemed advisable under the provisions
      of
      any applicable law): 

    


    "THE
      SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
      AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
      SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
      REQUIRED." 

    


    8.    
Governing
      Laws.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEVADA APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE
      WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

    


    9.    
Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the heirs, legal
      representatives, successors and permitted assigns of Optionee and
      Company.

    


    10.   Notice.
      Except
      as otherwise specified herein, all notices and other communications under this
      Agreement shall be in writing and shall be deemed to have been given if
      personally delivered or if sent to the proposed recipient at the proposed
      recipient's last known address (a) by registered or certified United States
      mail, return receipt requested, postage prepaid, or (b) by a nationally
      recognized overnight courier service. Any party may designate any other address
      to which notices shall be sent by giving notice of the address to the other
      party in the same manner as provided herein.

    


    11.   Severability.
      In the
      event that any one or more of the provisions or portion thereof contained in
      this Agreement shall for any reason be held to be invalid, illegal or
      unenforceable in any respect, the same shall not invalidate or otherwise affect
      any other provisions of this Agreement, and this Agreement shall be construed
      as
      if the invalid, illegal or unenforceable provision or portion thereof had never
      been contained herein.

    


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

       

    

    12.   Other
      Terms; Entire Agreement.
      Optionee's rights under this Agreement are subject in all respects to all of
      the
      terms and conditions of the form of exercise notice attached as Exhibit 1.
      Each
      of the terms and conditions contained in Exhibit 1 are incorporated herein
      by
      reference. This Agreement expresses the entire understanding of the parties
      with
      respect to the Option.

    


    13.   Violation.
      Any
      transfer, pledge, sale, assignment, or hypothecation of the Option or any
      portion thereof shall be a violation of the terms of this Agreement and shall
      be
      void and without effect.

    


    14.   Headings
      and Capitalized Terms.
      Section
      headings used in this Agreement are for convenience of reference only and shall
      not be considered in construing this Agreement. 

    


    15.   Specific
      Performance.
      In the
      event of any actual or threatened default in, or breach of, any of the terms,
      conditions and provisions of this Agreement, the party or parties who are
      thereby aggrieved shall have the right to specific performance and injunction
      in
      addition to any and all other rights and remedies at law or in equity, and
      all
      such rights and remedies shall be cumulative.

    


    16.   No
      Right to Continued Retention.
      Nothing
      in this Agreement shall be interpreted or construed to confer upon Optionee
      any
      right with respect to Optionee's continued service as an independent contractor
      with Company, nor shall this Agreement interfere in any way with the right
      of
      the Board of Directors of the Company to terminate Optionee's services as an
      independent contractor at any time.

    


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      of this page is intentionally left blank]

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    EXHIBIT
      1

    


    COLLEXIS
      HOLDING, INC.

    


    NOTICE
      OF EXERCISE OF

    OPTION
      TO PURCHASE

    COMMON
      STOCK

    
      


      
        	Name:	 
	Address:	 
	 	 
	 	 
	 	 
	Date: 	 


      

       

      Collexis
        Holding, Inc.

    

    1201
      Main
      Street

    Suite
      980

    Columbia,
      SC 29201

    Attn:
      Chief Executive Officer

    


    Re: Exercise
      of Nonqualified Stock Option

    


    To
      whom
      it may concern:

    


    I
      hereby
      elect to exercise the option granted to me to purchase ________ Option Shares
      in
      accordance with that certain Nonqualified Stock Option Agreement (the
      "Agreement") dated as of _________, 20__. Except as otherwise defined in this
      notice, all capitalized terms and phrases in this notice shall have the meaning
      ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase
      shall take place as of the _______ day of __________________ 20__ (the "Exercise
      Date").

    


    On
      the
      Exercise Date, I will deliver to you cash or check payable to Company, in the
      total amount of $________, representing the full Purchase Price of such Option
      Shares. If I do not deliver cash or check to Company on the Exercise Date,
      I
      hereby request that Company withhold the number of Option Shares that have
      an
      aggregate value equal to the Purchase Price of the number of Option Shares
      for
      which this notice is given from the number of Option Shares issued to
      me.

    


    As
      soon
      as the stock certificate is registered in my name, please deliver it to me
      at
      the above address.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    If
      the
      Option Shares being acquired are not registered for issuance to and resale
      by
      Optionee pursuant to an effective registration statement on Form S-8 (or
      successor form) filed under the Securities Act of 1933, as amended (the "1933
      Act"), I hereby represent, warrant, covenant, and agree with Company as
      follows:

    


    
      	1.  	
              The
                Option Shares being acquired by me are being acquired for my own
                account
                without the participation of any other person, with the intent of
                holding
                the Option Shares for investment and without the intent of participating,
                directly or indirectly, in a distribution of the Option Shares, and
                not
                with a view to, or for resale in connection with, any distribution
                of the
                Option Shares, nor am I aware of the existence of any distribution
                of the
                Option Shares; 

            


    

    


    
      	2.  	
              I
                am not acquiring the Option Shares based upon any representation,
                oral or
                written, by any person with respect to the future value of, or income
                from, the Option Shares but rather upon an independent examination
                and
                judgment as to the prospects of
                Company;

            


    

    


    
      	3.  	
              The
                Option Shares were not offered to me by means of publicly disseminated
                advertisements or sales literature, nor am I aware of any offers
                made to
                other persons by such means;

            


    

    


    
      	4.  	
              I
                am able to bear the economic risks of the investment in the Option
                Shares,
                including the risk of a complete loss of my investment
                therein;

            


    

    


    
      	5.  	
              I
                understand and agree that the Option Shares will be issued and sold
                to me
                without registration under any state law relating to the registration
                of
                securities for sale, and will be issued and sold in reliance on the
                exemptions from registration under the 1933 Act and the rules and
                regulations promulgated thereunder;

            


    

    


    
      	6.  	
              The
                Option Shares cannot be offered for sale, sold or transferred by
                me other
                than pursuant to: (1) an effective registration under the 1933 Act
                or in a
                transaction otherwise in compliance with the 1933 Act; and (2) evidence
                satisfactory to Company of compliance with the applicable securities
                laws
                of other jurisdictions. Company shall be entitled to rely upon an
                opinion
                of counsel satisfactory to it with respect to compliance with the
                above
                laws;

            


    

    


    
      	7.  	
              Company
                will be under no obligation to register the Option Shares or to comply
                with any exemption available for the sale of the Option Shares without
                registration or filing, and no assurance has been given that the
                information or conditions necessary to permit routine sales of securities
                of Company under Rule 144 under the 1933 Act are or will become available.
                Company is under no obligation to act in any manner so as to make
                Rule 144
                available with respect to the Option
                Shares;

            


    

    


    
      	8.  	
              I
                agree, in connection with any public offering of Company's Stock,
                upon
                request of Company or the underwriters managing any underwritten
                public
                offering of Company's Stock and making such request with the approval
                of
                Company's Board of Directors, not to sell, make any short sale of,
                loan,
                grant any option for the purchase of, or otherwise dispose of any
                of my
                Option Shares without the prior written consent of Company or such
                underwriters, as the case may be, from the effective date of such
                registration for so long as Company or the underwriters may specify,
                but
                in any event not to exceed 180
                days;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	9.  	
              I
                have had the opportunity to ask questions of and receive answers
                from
                Company and any person acting on its behalf and to obtain all material
                information reasonably available with respect to Company and its
                affairs.
                I have received all information and data with respect to Company
                which I
                have requested and which I have deemed relevant in connection with
                the
                evaluation of the merits and risks of my investment in
                Company;

            


    

    


    
      	10.  	
              I
                have such knowledge and experience in financial and business matters
                that
                I am capable of evaluating the merits and risks of the purchase of
                the
                Option Shares hereunder and I am able to bear the economic risk of
                such
                purchase; and

            


    

    


    
      	11.  	
              I
                understand and agree that the Option Shares being acquired by me
                are
                subject to certain restrictions contained in the
                Agreement.

            


    

    


    The
      agreements, representations, warranties and covenants made by me herein extend
      to and apply to all of the Option Shares of Company issued to me pursuant to
      this notice. Acceptance by me of the certificate representing such Option Shares
      shall constitute a confirmation by me that all such agreements, representations,
      warranties and covenants made herein shall be true and correct at that
      time.

     

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        3

        
          

        

      

      
        
        

      

    

    
       

      I
        understand that the certificates representing the Option Shares being purchased
        by me in accordance with this notice shall bear a legend referring to the
        foregoing covenants, representations and warranties and restrictions on
        transfer, and I agree that a legend to that effect may be placed on any
        certificate which may be issued to me as a substitute for the certificates
        being
        acquired by me in accordance with this notice.

      
        	 	 	 
	 	 
	 
 	 
 	Very
                truly yours,
 
	 	  	 
	 	
                

              
	 	 


      

      


      


      AGREED
        TO AND ACCEPTED:

      


      COLLEXIS
        HOLDING, INC.

       

      
        	 	 	 	 	 
	By:	 	 	 	 
	 	
                

              	 	 	
              
	Title:	 	 	 	 
	 	
                
 	 	 	 




      Cumulative
        Number of Option Shares

      Exercised
        to Date: ____________________________________________  

      

        
          	
                  Number
                    of Unexercised Option Shares

                	 
	
                  Remaining:
                    ____________________________________________

                	
                  Date:
                    ____________________________________________

                


        

      

       

    

    
      
        
          
          

        

        
          4