EXHIBIT 10.2
AMENDMENT OF OPTION CONTRACT
This Amendment of Option Contract by and between HealthStar Corp. ("the
Company") and ______________ (the "Optionee") is entered as of April 28, 2000.
WHEREAS, the Company and the Optionee entered into a Stock Option
Agreement (the "Agreement") dated December 17, 1999; and
WHEREAS, the sale of HealthStar, Inc. to Beyond Benefits, Inc. on April
28, 2000 constituted a change in control as defined in Section 12(b)(ii) of the
HealthStar Corp. 1998 Stock Option Plan ("the Plan") that would trigger
accelerated vesting of all outstanding options granted to the Optionee absent
this Amendment; and
WHEREAS, the Company and the Optionee recognize that the sale of
HealthStar, Inc. to Beyond Benefits was not the type of transaction that the
parties contemplated would result in accelerated vesting:
The Company and Optionee hereby agree as follows:
1. The Optionee hereby irrevocably waives Optionee's right to the
accelerated vesting of all outstanding options issued to Optionee under the
Agreement that would otherwise have resulted by virtue of such sale. All
outstanding options will continue to vest in accordance with the schedule
provided in the Agreement.
2. No other change to or amendment of the Agreement is intended hereby.
HEALTHSTAR CORP. OPTIONEE
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