Exhibit
10.2


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.


OPTION TO
PURCHASE COMMON STOCK

OF

GEM
SOLUTIONS, INC.


Void after January
31, 2009


This certifies that, for value received, Mark Sampson (“Holder”) is entitled, subject to the terms
set forth below, to purchase from GeM
Solutions, Inc., a
Delaware corporation (the “Company”), shares of the common stock, $.001 par
value per share, of the Company (“Common Stock”), as constituted on the date
hereof, 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.             Term of Option.  This
Option shall be exercisable, in whole or in part, during the term commencing on
March 1, 2007 and ending at 5:00 p.m. EST on January 31, 2009 (the “Option Expiration
Date”) and shall be void thereafter.


2.             Number of Shares, Exercise Price and Vesting Provisions.


2.1           Number of Shares.  The number of shares of Common Stock which
may be purchased pursuant to this Option shall be 2,000,000 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 $0.40 per Share, subject, however,
to adjustment pursuant to Section 11 hereof.













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 set off against any amounts owed to the Holder by the
Company; (v) by reducing the number of shares of Common Stock otherwise
issuable under the Option to the Holder upon the exercise of the Option by a
number of shares of Common Stock having a Fair Market Value (as defined below)
equal to the  aggregated exercise price; provided,
however, that such method of payment is then permitted under applicable
law; (vi) to the extent permitted by applicable law, by: (A) delivery of a
promissory note of the Holder to the Company on terms determined by the Board
of Directors (the “Board”), or (B) payment of such other lawful consideration
as the Board may determine; or (vii) by any combination of the procedures set
forth in subsections (i), (ii), (iii), (iv), (v), and (vi) 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, 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, the Fair
Market Value shall be the average of the mean 



 2
 









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.


3.3           Death.


(a)           If
Holder shall die prior to the Option Termination Date, any Options then
exercisable may be exercised only within one (1) year after Holder’s death,
prior to the Option Termination Date, and only by the Holder’s personal
representative or persons entitled thereto under the Holder’s will or the laws
of descent and distribution.


(b)           This Option may not be exercised for
more Shares (subject to adjustment as provided in Section 11 hereof) after
the Holder’s death than the Holder was entitled to purchase thereunder at the
time of 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.



 3
 









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
counsel that the proposed sale or other disposition of such securities may be
effected without registration under the 1933 Act and would not result in any
violation of any applicable state securities laws relating to the registration
or qualification of securities for sale, such counsel and such opinion to be
satisfactory to the Company.  The Holder
of this Option, by acceptance 



 4
 









hereof,
acknowledges that the Company has no obligation to file a registration
statement with the Securities and Exchange Commission or any state securities
commission to register the issuance of the Shares upon exercise hereof or the
sale or transfer of the Shares after issuance.


(c)           All Shares issued upon exercise
hereof shall be stamped or imprinted with a legend in substantially the
following form (in addition to any legend required by state securities laws).


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE.  THE SECURITIES REPRESENTED
HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A
VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR
DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR PURSUANT TO AN EXEMPTION THEREFROM.


(d)           Holder recognizes that investing in
the Option and the Shares involves a high degree of risk, and Holder is in a
financial position to hold the Option and the Shares indefinitely and is able
to bear the economic risk and withstand a complete loss of its investment in
the Option and the Shares.  The Holder is
a sophisticated investor and is capable of evaluating the merits and risks of
investing in the Company.  The Holder has
had an opportunity to discuss the Company’s business, management and financial
affairs with the Company’s management, has been given full and complete access
to information concerning the Company, and has utilized such access to its
satisfaction for the purpose of obtaining information or verifying information
and has had the opportunity to inspect the Company’s operation.  Holder has had the opportunity to ask
questions of, and receive answers from the management of the Company (and any
person acting on its behalf) concerning the Option and the Shares and the
agreements and transactions contemplated hereby, and to obtain any additional
information as Holder may have requested in making its investment decision.


(e)           Holder acknowledges and represents:
(i) that he has been afforded the opportunity to review and is familiar with
the business prospects and finances of the Company and has based his decision
to invest solely on the information contained therein and has not been
furnished with any other literature, prospectus or other information except as
included in such reports; (ii) Holder is acquiring the Options and Shares for
investment purposes only and not with a view toward distribution; (iii) he
understands that no federal or state agency has approved or disapproved the
Option or Shares or made any finding or determination as to the fairness of the
Option and Common Stock for investment; and (iv) that the Company has made no
representations, warranties, or assurances as to (A) the future trading value
of the Common Stock, (B) whether there will be a public market for the resale
of the Common Stock or (C) the filing of a registration statement with the
Securities and Exchange Commission or any state securities commission to
register the issuance of the Shares upon exercise hereof or the sale or
transfer of the Shares after issuance.



 5
 









8.             Reservation and Issuance of Stock; Payment of Taxes.


(a)           The Company covenants that during the
term that this Option is exercisable, the Company will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of the Shares upon the exercise of this Option, and from time
to time will take all steps necessary to amend its Articles of Incorporation to
provide sufficient reserves of shares of Common Stock issuable upon the
exercise of the Option.


(b)           The Company further covenants that
all shares of Common Stock issuable upon the due exercise of this Option will
be free and clear from all taxes or liens, charges and security interests
created by the Company with respect to the issuance thereof, however, the
Company shall not be obligated or liable for the payment of any taxes, liens or
charges of Holder, or any other party contemplated by Section 7, incurred in
connection with the issuance of this Option or the Common Stock upon the due
exercise of this Option.  The Company
agrees that its issuance of this Option shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the shares of Common Stock
upon the exercise of this Option.  The
Common Stock issuable upon the due exercise of this Option, will, upon issuance
in accordance with the terms hereof, be duly authorized, validly issued, fully
paid and non-assessable.


(c)           Upon exercise of the Option, the
Company shall have the right to require the Holder to remit to the Company an
amount sufficient to satisfy federal, state and local tax withholding
requirements prior to the delivery of any certificate for Shares of Common
Stock purchased pursuant to the Option, if in the opinion of counsel to the
Company such withholding is required under applicable tax laws.


(d)           If Holder is obligated to pay the
Company an amount required to be withheld under applicable tax withholding
requirements, Holder may pay such amount (i) in cash; (ii) in the discretion of
the Board of Directors of the Company, through the delivery to the Company of
previously-owned shares of Common Stock having an aggregate Fair Market Value
equal to the tax obligation provided that the previously owned shares delivered
in satisfaction of the withholding obligations must have been held by the
Holder for at least six (6) months; (iii) in the discretion of the Board of
Directors of the Company, through the withholding of Shares of Common Stock
otherwise issuable to the Holder in connection with the Option exercise; or
(iv) in the discretion of the Board of Directors of the Company, through a
combination of the procedures set forth in subsections (i), (ii) and (iii) of
this Section 8(d).


9.             Notices.


(a)           Whenever the Exercise Price or number
of shares purchasable hereunder shall be adjusted pursuant to Section 11 hereof,
the Company shall issue a certificate signed by its Chief Financial Officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Exercise Price and number of shares purchasable hereunder after giving
effect to such 



 6
 









adjustment, and
shall cause a copy of such certificate to be mailed (by first-class mail,
postage prepaid) to the Holder of this Option.


(b)           All notices, advices and
communications under this Option shall be deemed to have been given, (i) in the
case of personal delivery, on the date of such delivery and (ii) in the case of
mailing, on the third business day following the date of such mailing,
addressed as follows:


	
   

  	
  If to the Company:

  	
   

  
	
   

  	
  GeM Solutions,
  Inc.

  	
   

  
	
   

  	
  7935 Airport
  Pulling Road

  	
   

  
	
   

  	
  Suite 201

  	
   

  
	
   

  	
  Naples, FL 34109

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Fox Rothschild
  LLP

  	
   

  
	
   

  	
  P.O. Box 5231

  	
   

  
	
   

  	
  Princeton, NJ
  08543-5231

  	
   

  
	
   

  	
  Attn.: Vincent
  A. Vietti, Esquire

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  and to the Holder:

  	
   

  
	
   

  	
  at the address set forth in the records of the Company.

  	
   

  



 


Either of the Company or the Holder may from time to
time change the address to which notices to it are to be mailed hereunder by
notice in accordance with the provisions of this Paragraph 9.


10.           Amendments.


(a)           The Company may amend, modify or
terminate this Option, including but not limited to, substituting therefor
another Option of the same or a different type and changing the date of
exercise or realization, provided that the Holder’s consent to such action
shall be required unless the Company determines that the action, taking into
account any related action, would not materially and adversely affect the
Holder.


(b)           No waivers of, or exceptions to, any
term, condition or provision of this Option, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.


11.           Adjustments  The
number of Shares of Common Stock purchasable hereunder and the Exercise Price is
subject to adjustment from time to time upon the occurrence of certain events,
as follows:



 7
 









11.1.        Split, Subdivision,
Combination of Shares, Reclassification or Recapitalization.  In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, applicable to securities as to which purchase rights under this
Option exist or any distribution to holders of the securities as to which
purchase rights under this Option exist other than an ordinary cash dividend,
the Exercise Price and the number and kind of securities issuable upon exercise
of this Option shall be proportionately adjusted.  Any adjustment under this Section 11.1 shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such dividend.  If this Section 11.1 applies and Section 11.3
also applies to any event, Section 11.3 shall be applicable to such event, and
this Section 11.1 shall not be applicable.


11.2         Liquidation or Dissolution.  In the event the shareholders of the Company
approve a plan of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets, this Option will: (i) become exercisable in full
as of a specified time at least 10 business days prior to the effective date of
such liquidation, dissolution, sale or disposition, and (ii) terminate
effective upon such liquidation, dissolution, sale or disposition, except to
the extent exercised before such effective date


11.3         Reorganization and Change
in Control Events.


(1)           Definitions.


(a)           A “Reorganization Event” shall mean:


(i)            any
merger or consolidation of the Company with or into another entity as a result
of which all of the outstanding shares of Common Stock are converted into or
exchanged for the right to receive cash, securities or other property; or


(ii)           any
exchange of all of the outstanding shares of Common Stock for cash, securities
or other property pursuant to a share exchange transaction.


(b)           A “Change in Control Event” shall mean:


(i)            the
acquisition by an individual, entity or group within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act (each, a “Person”) of beneficial
ownership of any capital stock of the Company if, after such acquisition, such
Person beneficially owns (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) 30% or more of either (x) the then-outstanding shares of
common stock of the Company (the “Outstanding Common Stock”) or (y) the
combined voting power of the then-outstanding securities of the Company
entitled to vote generally in the election of directors (the “Outstanding
Voting Securities”); provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a Change in Control Event:
(A) any acquisition directly from the Company (excluding an acquisition
pursuant to the exercise, conversion or exchange of any security exercisable
for, convertible into or 



 8
 









exchangeable for common
stock or voting securities of the Company, unless the Person exercising,
converting or exchanging such security acquired such security directly from the
Company or an underwriter or agent of the Company), (B) any acquisition by any
employee benefit plan or related trust sponsored or maintained by the Company
or any corporation controlled by the Company, or (C) any acquisition by any
corporation pursuant to a Business Combination (as defined in Section
11.3(1)(b)(iii) below) that complies with clauses (x) and (y)  of subsection (iii) of this definition;


(ii)           an
event that results in the Continuing Directors (as defined below) not
constituting a majority of the Board (or, if applicable, the board of directors
of a successor corporation to the Company). 
“Continuing Director” means, at any date, a member of the  Board: (x) who was a member of the Board on
the date of the initial issuance of this Option, or (y) who was nominated or
elected subsequent to such date by at least a majority of the directors who
were Continuing Directors at the time of such nomination or election or whose
election to the Board was recommended or endorsed by at least a majority of the
directors who were Continuing Directors at the time of such nomination or
election; provided, however, that there shall be excluded from this clause (y)
any individual whose initial assumption of office occurred as a result of an
actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents,
by or on behalf of a person other than the Board; or


(iii)          the
consummation of a merger, consolidation, reorganization, recapitalization or
share exchange involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”), unless,
immediately following such Business Combination, each of the following two
conditions is satisfied: (x) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business
Combination, which shall include, without limitation, a corporation that as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries (such
resulting or acquiring corporation is referred to herein as the “Acquiring
Corporation”) in substantially the same proportions as their ownership of the
Outstanding Common Stock and Outstanding Voting Securities, respectively,
immediately prior to such Business Combination, and (y) no Person (excluding
the Acquiring Corporation or any employee benefit plan or related trust
maintained or sponsored by the Company or by the Acquiring Corporation)
beneficially owns, directly or indirectly, 30% or more of the then-outstanding
shares of common stock of the Acquiring Corporation, or of the combined voting
power of the then-outstanding securities of such corporation entitled to vote
generally in the election of directors (except to the extent that such
ownership existed prior to the Business Combination).



 9
 









(2)           Effect on Option.


(a)           Reorganization Event.  Upon the occurrence of a Reorganization Event
(regardless of whether such event also constitutes a Change in Control Event),
or the execution by the Company of any agreement with respect to a
Reorganization Event (regardless of whether such event will result in a Change
in Control Event), this Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof); provided, however, that if such Reorganization Event also constitutes
a Change in Control Event,  such assumed
or substituted options shall be immediately exercisable in full upon the
occurrence of such Reorganization Event. 
For purposes hereof, this Option shall be considered to be assumed if,
following consummation of the Reorganization Event, this Option confers the
right to purchase, for each share of Common Stock subject to this Option
immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a result
of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a
result of the Reorganization Event is not solely common stock of the acquiring
or succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation (or an affiliate thereof),
provide for the consideration to be received upon the exercise of this Option
to consist solely of common stock of the acquiring or succeeding corporation
(or an affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Reorganization Event.


Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an affiliate thereof) does not agree to assume, or
substitute for, this, then the this Options shall become exercisable in full as
of a date at least thirty (30) days prior to the Reorganization Event and will
terminate immediately prior to the consummation of such Reorganization Event,
except to the extent exercised by Holder before the consummation of such
Reorganization Event; provided, however, that in the event of a Reorganization
Event under the terms of which holders of Common Stock will receive upon
consummation thereof a cash payment for each share of Common Stock surrendered
pursuant to such Reorganization Event (the “Acquisition Price”), then this
Option shall terminate upon consummation of such Reorganization Event and
Holder shall receive, in exchange therefor, a cash payment equal to the amount
(if any) by which: (A) the Acquisition Price multiplied by the number of shares
of Common Stock issuable upon exercise of this Option (whether or not then
exercisable), exceeds (B) the aggregate exercise price of such Options.


(b)           Change in Control Event
that is not a Reorganization Event. 
Upon the occurrence of a Change in Control Event that does not also
constitute a Reorganization Event, this Option shall automatically become
immediately exercisable in full.


12.           Intentionally Omitted.


13.           Severability. 
Whenever possible, each provision of this Option shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Option is held to be invalid, illegal or unenforceable in any
respect under any applicable



 10
 









law or rule in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision of this Option in such
jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Option shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.


14.           Governing Law.  The
corporate law of the State of Delaware shall govern all issues and questions
concerning the relative rights of the Company and its stockholders.  All other questions concerning the
construction, validity, interpretation and enforceability of this Option and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Florida, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State of
Florida or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.


15.           Jurisdiction.  The
Holder and the Company agree to submit to personal jurisdiction and to waive
any objection as to venue in the federal or state courts of Florida.  Service of process on the Company or the
Holder in any action arising out of or relating to this Option shall be
effective if mailed to such party at the address listed in Section 9 hereof.


16.           Arbitration.  If a
dispute arises as to interpretation of this Option, it shall be decided finally
by three arbitrators in an arbitration proceeding conforming to the Rules of
the American Arbitration Association applicable to commercial arbitration.  The arbitrators shall be appointed as
follows: one by the Company, one by the Holder and the third by the said two
arbitrators, or, if they cannot agree, then the third arbitrator shall be
appointed by the American Arbitration Association.  The third arbitrator shall be chairman of the
panel and shall be impartial.  The
arbitration shall take place in the county in which the Company’s corporate
headquarters is located.  The decision of
a majority of the arbitrators shall be conclusively binding upon the parties
and final, and such decision shall be enforceable as a judgment in any court of
competent jurisdiction.  Each party shall
pay the fees and expenses of the arbitrator appointed by it, its counsel and
its witnesses.  The parties shall share
equally the fees and expenses of the impartial arbitrator.


17.           Corporate Power; Authorization; Enforceable Obligations.  The execution, delivery and performance by
the Company of this Option: (i) are within the Company’s corporate power; (ii)
have been duly authorized by all necessary or proper corporate action; (iii)
are not in contravention of the Company’s articles of incorporation or bylaws;
(iv) will not violate in any material respect, any law or regulation, including
any and all Federal and state securities laws, or any order or decree of any
court or governmental instrumentality; and (v) will not, in any material
respect, conflict with or result in the breach or termination of, or constitute
a default under any agreement or other material instrument to which the Company
is a party or by which the Company is bound.


18.           Successors and Assigns.  This
Option shall inure to the benefit of and be binding on the respective
successors, assigns and legal representatives of the Holder and the Company.


[Signature
page follows]



 11
 









IN WITNESS WHEREOF, the Company and Holder have caused
this Option to be executed this 1st day of March, 2007.


	
  

  	
  GeM
  Solutions, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John E.
  Baker

  
	
   

  	
   

  	
  John E. Baker,
  Chief Executive Officer

  



 


 


	
  AGREED AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  Mark
  Sampson

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mark Sampson

  	
   

  
	
  Signature

  	
   

  



 


 


 


[Signature Page to Amended and Restated Option]



 12
 









NOTICE OF EXERCISE


	
  TO:

  	
  Chief Executive Officer

  
	
   

  	
  GeM Solutions, Inc.

  
	
   

  	
  7935 Airport Pulling Road

  
	
   

  	
  Suite 201

  
	
   

  	
  Naples, FL 34109

  



 


(1)           The
undersigned hereby elects to purchase                   
shares of Common Stock of GeM Solutions, Inc.
pursuant to the terms of the attached Option, and tenders herewith payment of
the purchase price for such shares in full in the following manner (please
check one of the following choices):


                o   In Cash


                o   Cashless exercise through a
broker;


                o   Delivery of previously owned
shares;


                o   Cashless exercise by reducing the
number of shares of Common Stock otherwise issuable under the Option; or


                o   Set off against amounts owed to
the undersigned.


(2)           In
exercising this Option, the undersigned hereby confirms and acknowledges that
the shares of Common Stock to be issued upon conversion thereof are being
acquired solely for the account of the undersigned 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 undersigned will not offer,
sell or otherwise dispose of any such shares of Common Stock except under
circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws.


(3)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned.


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Signature)

  



 



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