VERTICAL HEALTH SOLUTIONS, INC.
2001 STOCK OPTION PLAN
The purpose of this Vertical Health Solutions, Inc. 2001 Stock Option Plan
is to promote the growth and profitability of Vertical Health Solutions, Inc., a
Florida corporation (the "Corporation"), by rewarding and incentivizing
individuals who make valuable contributions to the Corporation's success,
including officers and employees of the Corporation and its subsidiaries, and
directors, consultants and advisors of the Corporation.
The 2001 Stock Option Plan has been approved by the Board of Directors
effective as of January 29, 2001 and will be submitted for approval by the Company's
shareholders at the 2001 Annual Meeting of Shareholders.
The following terms shall have the meanings shown:
2.1 "Board of Directors" means the Board of Directors of the Corporation.
2.2 "Change of Control" means any event described in Section 6.1.
2.3 "Code" means the Internal Revenue Code of 1986, as the same may be amended
from time to time.
2.4 "Committee" means the Committee appointed by the Board of Directors to
administer the Plan pursuant to Article IX of the Plan.
2.5 "Common Stock" means the Common Stock, par value $.001 per share, of
the Corporation, except as provided in Section 7.2 of the Plan.
2.7 "Consultant" means any person (including corporations, partnerships and
limited liability companies as well as individuals) engaged by the Corporation
to perform services for the Corporation or any Subsidiary on a regular and
on-going basis who is not a common law employee of the Corporation.
2.8 "Date of Grant" means the date specified by the Board of Directors, the
Committee or the President, as the case may be, on which a grant of Options
shall become effective.
2.9 "Director" means a member of the Board of Directors of the Corporation.