PACE MEDICAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT dated as of January 3, 2001 by and between PACE
MEDICAL, INC., a Massachusetts corporation (hereinafter called the "Corporation"), and GEORGE F.
HARRINGTON (hereinafter called the "Optionee").
WHEREAS, the Corporation desires to afford the Optionee the opportunity to purchase shares of its Common
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter
set forth, the parties hereby mutually covenant and agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth herein, the Corporation grants to the
Optionee the right and option to purchase from the Corporation at a price of $0.32 per share up to but not
exceeding in the aggregate Fifty Thousand (50,000) shares of the Corporation's Common Stock, par value $.01
per share (the "Common Stock").
2. TERM. This Agreement and the option granted hereby shall terminate five (5) years from the date hereof but
shall be subject to earlier termination as herein provided. Upon termination, the option granted hereby shall
thereupon expire and thereafter shall not be exercisable.
3. EXERCISE OF OPTION. (a) The option hereby granted may be exercised at any time or from time to time in
whole or in part during the term hereof.
(b) Upon any one exercise of the option granted hereby, the Optionee or his legal representative may purchase all
or any part of the shares of Common Stock as to which such option is then exercisable, provided however, that
no less than one hundred (100) shares may be purchased upon any one exercise of such option unless the
number of shares purchased at such time is the total number of shares in respect of which such option is then
(c) The option hereby granted shall be exercised by the Optionee delivering to the Clerk of the Corporation, from
time to time, on any business day, written notice specifying the number