Exhibit
      10.2

    


    TARGET
      LOGISTICS, INC.

    2005
      STOCK OPTION PLAN

    


    1. PURPOSE.

    


    The
      purpose of the 2005 Stock Option Plan of Target Logistics, Inc. (the
“Plan”)
      is to
      promote the financial interests of Target Logistics, Inc. (the “Company”),
      including its growth and performance, by encouraging directors, officers and
      employees of and consultants to the Company and its subsidiaries to acquire
      an
      ownership position in the Company, enhancing the ability of the Company and
      its
      subsidiaries to attract and retain employees of outstanding ability, and
      providing directors, employees and consultants with a way to acquire or increase
      their proprietary interest in the Company’s success.

    


    2. SHARES
      SUBJECT TO THE PLAN.

     

    Subject
      to adjustment as provided in Section 13 hereof, up to 1,500,000 of shares of
      common stock, par value $.01 per share, of the Company (the “Shares”)
      shall
      be available for the grant of options under the Plan. The Shares issued under
      the Plan may be authorized and unissued Shares or treasury Shares, as the
      Company may from time to time determine. The Company shall reserve and keep
      available such number of Shares as will satisfy the requirements of all
      outstanding options granted under the Plan. Shares subject to an option that
      expires unexercised, that is forfeited, terminated or canceled, in whole or
      in
      part, or is paid in cash in lieu of Shares, shall thereafter again be available
      for grant under the Plan, provided that if such option was granted to an officer
      or director subject to the provisions of Section 16(b) of the Securities
      Exchange Act of 1934 (the ”Exchange
      Act”)
      who
      received benefits of ownership of such Shares for purposes of Section 16(b)
      of
      the Exchange Act, such Shares shall not thereafter be available for grant under
      the Plan to officers or directors except in accordance with the provisions
      of
      Section 16(b) of the Exchange Act.

     

    
      3. ADMINISTRATION.

       

      The
        Plan
        shall be administered by the Stock Option Committee (the “Committee”)
        of the
        Board of Directors of the Company (the “Board”)
        or, if
        the Board does not create the Committee, by the Board which shall function
        as
        the Committee. A majority of the Committee shall constitute a quorum, and
        the
        acts of a majority shall be the acts of the Committee.

    

    


    Subject
      to the provisions of the Plan, the Committee shall (i) from time to time select
      directors, officers and employees of and consultants to the Company and its
      subsidiaries who will participate in the Plan (the “Participants”),
      determine the type of options to be granted to Participants, determine the
      Shares subject to option, and (ii) have the authority to interpret the Plan,
      to
      establish, amend and rescind any rules and regulations relating to the Plan,
      determine the terms and provisions of any agreements entered into hereunder,
      and
      make all other determinations necessary or advisable for the administration
      of
      the Plan. The Committee may correct any defect, supply any omission or reconcile
      any inconsistency in the Plan or in any option in the manner and to the extent
      it shall deem desirable to carry it into effect. The determinations of the
      Committee in the administration of the Plan, as described herein, shall be
      final and conclusive.

    


    4. ELIGIBILITY.

    


    All
      directors, officers and employees of the Company and its subsidiaries and,
      subject to the following sentence, consultants to the Company and its
      subsidiaries, all as determined by the Committee, are eligible to be
      Participants in the Plan. As used herein, an eligible Participant which is
      a
“consultant”
means
      any consultant or adviser to the Company and its subsidiaries if: (i) the
      consultant or adviser renders bona fide services to the Company or any
      subsidiary of the Company; (ii) the services rendered by the consultant or
      adviser are not in connection with the offer or sale of securities in a
      capital-raising transaction and do not directly or indirectly promote or
      maintain a market for the Company’s securities; and (iii) the consultant or
      adviser is a natural person who has contracted directly with the Company or
      any
      subsidiary of the Company to render such services.

    


    5. OPTIONS;
      EXERCISE PRICE.

    


    Options
      under the Plan may consist of either incentive stock options within the meaning
      of Section 422 of the Internal Revenue Code or non-qualified stock
      options.

    


    
      
         

      

      
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    The
      Committee shall establish the option price at the time each stock option is
      granted; provided, however, that with respect to incentive stock options, the
      option exercise price shall not be less than 100% of the fair market value
      of
      the Shares on the date of grant, and, if the optionee, at the time the
      option is granted, owns Shares possessing more than 10% of the total voting
      power of stock of the Company, the option exercise price shall be 110% of the
      fair market value of the Shares on the date of grant.

    


    6. EXERCISE
      OF OPTIONS.

    


    Except
      as
      herein provided, options shall be exercisable for such period as specified
      by
      the Committee. In no event may options be exercisable until at least six months
      following the date of grant. In no event may options be exercisable more than
      10
      years after their date of grant or, in the case of an incentive stock option
      granted to an optionee who, at the time the option is granted, owns stock
      possessing more than 10% of the total voting power of stock of the Company,
      more
      than five years after the date of grant. The option price of each Share as
      to
      which a stock option is exercised shall be paid in full at the time of such
      exercise. Such payment shall be made in cash, by tender of Shares owned by
      the
      Participant valued at fair market value as of the date of exercise and in such
      other consideration as the Committee deems appropriate, or by a combination
      of
      cash, Shares and such other consideration. To exercise the option, the optionee
      or his successor shall give written notice to the Company’s Chief Financial
      Officer at the Company’s principal office, setting forth the number of Shares
      being purchased and the date of exercise of the option, which date shall be
      at
      least five days after the giving of such notice unless otherwise agreed to
      by
      the Committee and the optionee. Such notice shall be accompanied by full payment
      of the option exercise price for Shares being purchased and a written statement
      that the Shares are purchased for investment and not with a view toward
      distribution. However, this statement shall not be required in the event the
      Shares subject to the option are registered with the Securities and Exchange
      Commission. If the option is exercised by the successor of the optionee,
      following his death, proof shall be submitted, satisfactory to the Committee,
      of
      the right of the successor to exercise the option. Shares issued pursuant to
      this Plan which have not been registered with the Securities and Exchange
      Commission shall be appropriately legended. No Shares shall be issued pursuant
      to the Plan until full payment for such Shares has been made. The optionee
      shall
      have no rights as a shareholder with respect to optioned Shares until the
      date of exercise of the option with respect to such Shares. No adjustment shall
      be made for dividends (ordinary or extraordinary, whether in cash, securities
      or
      other property) or distributions or other rights for which the record date
      is
      prior to such date of exercise, except as otherwise provided herein. The Company
      shall not be required to transfer or deliver any certificates for Shares
      purchased upon any exercise of any option until after compliance with all then
      applicable requirements of law. Any fraction of a Share required to satisfy
      such
      obligation shall be disregarded and the amount due shall instead be paid in
      cash
      to the Participant.

    


    7. OPTION
      AGREEMENTS.

    


    The
      granting of an option shall take place only when a written Option Agreement
      substantially in the form of Exhibit
      A
      hereto
      is executed by the Company and the optionee and delivered to the optionee.
      All
      options under this Plan shall be evidenced by such written Option Agreement
      between the Company and the optionee. Such Option Agreement shall contain such
      further terms and conditions, not inconsistent with the foregoing, related
      to
      the grant or the time or times of exercise of options as the Committee shall
      prescribe.

    


    8. WITHHOLDING.

    


    The
      Company shall have the right to deduct from any payment to be made pursuant
      to
      the Plan, or to require prior to the issuance or delivery of any Shares or
      the
      payment of cash under the Plan, any taxes required by law to be withheld
      therefrom. The Committee, in its sole discretion, may permit a Participant
      to
      elect to satisfy such withholding obligation by having the Company retain the
      number of Shares the fair market value of which equals the mount required to
      be
      withheld.

    


    9. NONTRANSFERABILITY.

    


    No
      option
      shall be assignable or transferable, and no right or interest of any Participant
      shall be subject to any lien, obligation or liability of the Participant, except
      by will or the laws of descent and distribution.

    


    10. NO
      RIGHT TO EMPLOYMENT.

    


    
      
         

      

      
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    No
      person
      shall have any claim or right to be granted an option, and the grant of an
      option shall not be construed as giving a Participant the right to be retained
      in the employ or as a director of the Company or its subsidiaries. Further,
      the
      Company and its subsidiaries expressly reserve the right at any time to dismiss
      a Participant free from any liability, or any claim under the Plan, except
      as provided herein or in any agreement entered into hereunder.

    


    11. TERMINATION
      OF RIGHTS; DEATH.

    


    All
      unexercised or unexpired options granted or awarded under this Plan will
      terminate, be forfeited and will lapse immediately if such Participant’s
      employment or relationship with the Company and its subsidiaries is terminated
      for any reason, unless the Committee permits the exercise of such options for
      a
      period not to exceed 90 days after the date of such termination. If a
      Participant’s employment or relationship with the Company is terminated by
      reason of his death, such Participant’s personal representatives, estate or
      heirs (as the case may be) may exercise, subject to any restrictions imposed
      by
      the Committee at the time of the grant, any option which was exercisable by
      the
      Participant as of the date of his death for a period of 180 days after the
      date
      of the Participant’s death.

    


    12 REGISTRATION.

    


    If
      the
      Company shall be advised by its counsel that any Shares deliverable upon any
      exercise of an option are required to be registered under the Securities Act
      of
      1933, or that the consent of any other authority is required for the issuance
      of
      such Shares, the Company may effect registration or obtain such consent, and
      delivery of Shares by the Company may be deferred until registration is effected
      or such consent is obtained.

    


    13 ADJUSTMENT
      OF AND CHANGES IN SHARES.

    


    In
      the
      event of any change in the outstanding Shares by reason of any Share dividend
      or
      split, recapitalization, merger, consolidation, spinoff, combination or exchange
      of Shares or other corporate change, or any distributions to shareholders other
      than regular cash dividends, the Committee may make such substitution or
      adjustment, if any, as it deems to be equitable, as to the exercise price,
      number or kind of Shares or other securities issued or reserved for issuance
      pursuant to the Plan and to outstanding options.

    


    14. AMENDMENT.

    


    The
      Board
      of Directors may amend or terminate the Plan or any portion thereof at any
      time,
      provided that no amendment shall be made without shareholder approval if such
      approval is necessary in order for the Plan to continue to comply with Rule
      16b-3 under the Exchange Act.

    


    15. COMPLIANCE
      WITH EXCHANGE ACT.

    


    With
      respect to persons subject to Section 16 of the Exchange Act, transactions
      under
      this Plan are intended to comply with all applicable conditions of Rule 16b-3
      or
      its successors under the Exchange Act. To the extent any provision of the Plan
      or action by the Committee fails to comply, it shall be deemed null and void,
      to
      the extent permitted by law and deemed advisable by the Committee.

    


    16. EFFECTIVE
      DATE.

    


    The
      Plan
      has been adopted by the Board of Directors of the Company and, upon approval
      of
      the Shareholders of the Company, shall be effective as of September 6, 2005.
      Unless extended or earlier terminated by the Board of Directors, the Plan shall
      continue in effect until, and shall terminate on, the tenth anniversary of
      the
      effective date of the Plan. Unless so extended, no additional options may be
      granted on or after the tenth anniversary of the effective date of the
      Plan.

    
 

    
      
         

      

      
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    Exhibit
      A 

    


    TARGET
      LOGISTICS, INC.

    2005
      STOCK OPTION PLAN

    STOCK
      OPTION AGREEMENT

    


    THIS
      STOCK OPTION AGREEMENT is made this ________________, 200__, by and between
      TARGET
      LOGISTICS, INC.,
      a
      Delaware corporation (the “Company”),
      and
      _____________________________ (the “Optionee”).

    


    WHEREAS,
      the Board of Directors of the Company considers it desirable and in the
      Company’s interest that the Optionee be given an opportunity to purchase its
      shares of common stock, par value $.01 per share (the “Shares”),
      pursuant to the terms and conditions of the Company’s 2005 Stock Option Plan
      (the “Plan”)
      to
      provide an incentive for the Optionee and to promote the interests of the
      Company.

    


    NOW,
      THEREFORE, it is agreed as follows:

    


    1. Incorporation
      of the Terms of the Plan.
      This
      Stock Option Agreement is subject to all of the terms and conditions of the
      Plan, and the terms of the Plan are hereby incorporated herein by reference
      and
      made a part hereof.

    


    2. Grant
      of Option.
      The
      Company hereby grants to Optionee an option to purchase from the Company
      ________ Shares (“Option
      Shares”)
      at the
      exercise price per Share set forth below. Subject to earlier expiration or
      termination of the option granted hereunder, this option shall expire on the
      10th anniversary of the date hereof.

    


    3. Period
      of Exercise of Option.
      The
      Optionee shall be entitled to exercise the option granted hereunder to purchase
      Option Shares as follows:

    


    Exercise
      Date  No.
      of
      Shares  Exercise
      Price per Share

    


    


    in
      each
      case, together with the number of Option Shares which Optionee was theretofore
      entitled to purchase.

    


    4. Additional
      Exercise Periods.
      In the
      event of the death of the Optionee, or if the Optionee’s employment or
      relationship with the Company or its subsidiaries is terminated for any reason,
      the option granted hereunder may be exercised as set forth in the
      Plan.

    


    5. Method
      of Exercise.
      In
      order to exercise the options granted hereunder, Optionee must give written
      notice to the Chief Financial Officer of the Company at the Company’s principal
      place of business, accompanied by full payment of the exercise price for the
      Option Shares being purchased, in accordance with the terms and provisions
      of
      the Plan.

    


    6. Manner
      of Payment.
      An
      Optionee may pay the option price for Shares purchased upon exercise of the
      option as set forth in the Plan.

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed under
      seal, intending this to be a sealed instrument, as of the date first above
      written.

    


    WITNESS/ATTEST:      TARGET
      LOGISTICS, INC.

    


    


    _______________________       
By: _______________________(SEAL)

     

                    OPTIONEE

    


    


    _______________________    _____________________________(SEAL)

     

     

    
      
         

      

      
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