OPTION TO PURCHASE COMMON STOCK OF STOCK-TRAK GROUP, INC

Exhibit 10.1

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

This certifies that, for value received, ______________ (“Holder”) is entitled, subject to the terms set forth below, to purchase from STOCK-TRAK GROUP, INC., a Nevada corporation (the “Company”), shares of the common stock, $.001 par value per share, of the Company (“Common Stock”), as constituted on November 13, 2008 (the “Option Issue Date”), with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or as otherwise provided in Section 3 hereof, at the Exercise Price then in effect. The number, character and Exercise Price of the shares of Common Stock issuable upon exercise hereof are subject to adjustment as provided herein.

1.            Vesting and Term of Option .  This Option shall vest in equal semi-annual installments over a two year term commencing on the date hereof, shall expire at 5:00 p.m. EST on November 12, 2013 (the “Option Termination Date”) and shall be void thereafter.

2.            Number of Shares, Exercise Price, Restrictions, Repurchase Right, and Escrow .

2.1            Number of Shares .  The number of shares of Common Stock which may be purchased pursuant to this Option shall be _______ shares (the “Shares”), subject, however, to adjustment pursuant to Section 11 hereof.

2.2            Exercise Price .  The Exercise Price at which this Option, or portion thereof, may be exercised shall be $0.03 per Share, subject, however, to adjustment pursuant to Section 11 hereof.

2.3   Restriction.    Transfer of the Shares issued upon exercise of this Option is subject to the following restriction:

(a)           From the Option Issue Date through May 12, 2010, the Holder shall not offer to sell, sell, or contract to sell or, lend, pledge, hypothecate or otherwise transfer or dispose of, directly or indirectly, any Shares

2.4            Escrow .

(a)           If Holder exercises this Option, in whole or in part, prior to May 12, 2010, a certificate representing the Shares issuable upon such exercise shall be issued in the name of Holder and shall be escrowed with the Secretary of the Company (the “Escrow Agent”).  Each deposited certificate shall be accompanied by a Stock Power duly endorsed in blank by Holder.  The deposited certificates shall remain in escrow until such time or times as the restriction imposed under Section 2.3 has terminated.  Upon delivery of the certificates to the Escrow Agent, Holder shall be issued an instrument of deposit acknowledging the number of Shares delivered in escrow to the Escrow Agent.

(b)Subject to the termination of the restriction set forth in Section 2.3, on May 12, 2010, all restrictions shall be removed from the certificates representing up to ______ Shares and the Secretary of the Company shall deliver to Holder certificates representing such Shares free and clear of all restrictions (except for any applicable securities law restrictions) within 10 business days thereafter.

3.            Exercise of Option .

3.1            Payment of Exercise Price .  Subject to the terms hereof, the purchase rights represented by this Option are exercisable by the Holder in whole or in part, at any time, or from time to time, by the surrender of this Option and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) accompanied by payment of the Exercise Price in full (i) in cash or by bank or certified check for the Shares with respect to which this Option is exercised; (ii) by delivery to the Company of shares of the Company’s Common Stock having a Fair Market Value (as defined below) equal to the aggregate Exercise Price of the Shares being purchased which Holder is the record and beneficial owner of and which have been held by the Holder for at least six (6) months; provided, however, that such method of payment is then permitted under applicable law; (iii) if the sale of the Shares is covered by an effective registration statement, by delivering to the Company a Notice of Exercise together with an irrevocable direction to a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to sell a sufficient portion of the Shares and deliver the sales proceeds directly to the Company to pay the Exercise Price; (iv) by reducing the number of shares of the Company’s Common Stock otherwise issuable under this Option to Holder upon the exercise of the Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; provided, however, that such method of payment is then permitted under applicable law; or (v) by any combination of the procedures set forth in subsections (i), (ii), (iii) and (iv) of this Section 3.1.

3.2            Fair Market Value.   If previously owned shares of Common Stock are tendered as payment of the Exercise Price, the value of such shares shall be the “Fair Market Value” of such shares on the trading date immediately preceding the date of exercise.  For the purpose of this Agreement, the “Fair Market Value” shall be:

(a)          If the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“ NASDAQ ”), the Fair Market Value on any given date shall be the average of the highest bid and lowest asked prices of the Common Stock as reported for such date or, if no bid and asked prices were reported for such date, for the last day preceding such date for which such prices were reported;

(b)          If the Common Stock is admitted to trading on a United States securities exchange or the NASDAQ National Market System, the Fair Market Value on any date shall be the closing price reported for the Common Stock on such exchange or system for such date or, if no sales were reported for such date, for the last day preceding such date for which a sale was reported;

(c)          If the Common Stock is traded in the over-the-counter market and not on any national securities exchange nor in the NASDAQ Reporting System, the Fair Market Value shall be the average of the mean between the last bid and ask prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, or if not so reported, the average of the closing bid and asked prices for a share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose; or

(d)          If the Fair Market Value of the Common Stock cannot be determined on the basis previously set forth in this definition on the date that the Fair Market Value is to be determined, the Board of Directors of the Company shall in good faith determine the Fair Market Value of the Common Stock on such date.

If the tender of previously owned shares would result in an issuance of a whole number of Shares and a fractional Share of Common Stock, the value of such fractional share shall be paid to the Company in cash or by check by the Holder.

(a)           If Holder’s employment or services are terminated by the Company for any reason other than for Cause (as defined below), the Holder is entitled to keep all Options, whether they be vested or unvested at the date of termination. The Options will continue to be subject to the same vesting schedule, expiry date and other terms set forth in this agreement.

for Cause (as defined below), the Holder is entitled to keep all options which have vested as at the termination date. Any Options which have not vested at the termination date shall forthwith terminate.

For purposes of this Option, the term “ Cause ” shall mean (i) if Holder is a party to a written agreement with the Company, or provides services to the Company pursuant to a written services agreement between the Company and a third party, which contains a definition of “cause” or “for cause” or words of similar import for purposes of termination of employment or service thereunder by the Company, “cause” or “for cause” as defined in such agreement; and (ii) in all other cases (A) the Holder’s intentional and persistent failure, dereliction, or refusal to perform such duties as are reasonably assigned to him or her by the officers or directors of the Company; (B) the Holder’s fraud, dishonesty or other deliberate injury to the Company in the performance of his or her duties on behalf of, or for, the Company; (C) the Holder’s conviction of a crime which constitutes a felony involving moral turpitude, fraud or deceit in the jurisdiction in which the Holder is employed, regardless of whether such crime involves the Company; or (D) the willful commission by the Holder of a criminal or other act that causes substantial economic damage to the Company or substantial injury to the business reputation of the Company.  For purposes of this Option, no act, or failure to act, on the part of any person shall be considered “willful” unless done or omitted to be done by the person other than in good faith and without reasonable belief that the person’s action or omission was in the best interest of the Company.

(c)           If Holder shall die while employed by or providing services to the Company and prior to the Option Termination Date, the Holder is entitled to keep all options which have vested as at the date of death. Any Options which have not vested at the date of death shall forthwith terminate. This Option may be exercised only by the Holder’s personal representative or persons entitled thereto under the Holder’s will or the laws of descent and distribution.

(d)           If Holder ceases to be employed or provide services to the Company due to Holder’s resignation, the Holder is entitled to keep all options which have vested as at the date of resignation. Any Options which have not vested at the date of resignation shall forthwith terminate.

(e)           This Option may not be exercised for more Shares (subject to adjustment as provided in Section 11 hereof) after the termination of the Holder’s employment, cessation of services to the Company, or death, as the case may be, than the Holder was entitled to purchase thereunder at the time of the termination of the Holder’s employment, the cessation of services to the Company, or death.

3.4            Exercise Date; Delivery of Certificates.                                                                                         This Option shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and Holder shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date.  As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the Holder a certificate or certificates for the number of Shares issuable upon such exercise.  In the event that this Option is exercised in part, the Company at its expense will execute and deliver a new Option of like tenor exercisable for the number of shares for which this Option may then be exercised.

4.            No Fractional Shares or Scrip .  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Option.  In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

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

6.            Rights of Stockholder .  Except as otherwise contemplated herein, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Option shall have been exercised as provided herein.

7.            Transfer of Option .

7.1.            Non-Transferability .  This Option shall not be assigned, transferred, pledged or hypothecated in any way, nor subject to execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution.  Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof, and the levy of an execution, attachment, or similar process upon the Option, shall be null and void and without effect.

7.2.            Compliance with Securities Laws; Restrictions on Transfers.   In addition to restrictions on transfer of this Option and Shares set forth in Section 7.1 above.

(a)           The Holder of this Option, by acceptance hereof, acknowledges that this Option and the Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment (unless such shares are subject to resale pursuant to an effective prospectus), and that the Holder will not offer, sell or otherwise dispose of any Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws. Upon exercise of this Option, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment (unless such shares are subject to resale pursuant to an effective prospectus), and not with a view toward distribution or resale.

(b)           Neither this Option nor any share of Common Stock issued upon exercise of this Option may be offered for sale or sold, or otherwise transferred or sold in any transaction which would constitute a sale thereof within the meaning of the 1933 Act, unless (i) such security has been registered for sale under the 1933 Act and registered or qualified under applicable state securities laws relating to the offer and sale of securities; or (ii) exemptions from the registration requirements of the 1933 Act and the registration or qualification requirements of all such state securities laws are available and the Company shall have received an opinion of