Filed by Automated Filing Services Inc. (604) 609-0244 - Paradigm Enterprises, Inc. - Exhibit 10.2





 PARADIGM ENTERPRISES INC. 

  2005 STOCK OPTION PLAN 

 STOCK OPTION AGREEMENT 

                THIS
  AGREEMENT is entered into as of the 21st day of January, 2005 (“Date of
  Grant”) PARADIGM ENTERPRISES INC., a Nevada corporation (the “Company”),
  and Robert L. Pek (the “Optionee”). 

                               WHEREAS,
  the Board of Directors of the Company (the “Board”) has approved
  the 2005 Stock Option Plan (the “Plan”), pursuant to which the Board
  is authorized to grant to employees and other selected persons stock options
  to purchase common stock, no par value, of the Company (the “Common Stock”);


                               WHEREAS,
  the Plan provides for the granting of stock options that either (i) are intended
  to qualify as “Incentive Stock Options” within the meaning of Section
  422 of the Internal Revenue Code of 1986, as amended (the “Code”),
  or (ii) do not qualify under Section 422 of the Code (“Non-Qualified Stock
  Options”); 

                               WHEREAS,
  the Plan Administrator (the “Plan Administrator”) appointed by the
  Board has authorized the grant to the Optionee of options to purchase a total
  of 250,000 shares of Common Stock (the “Options”), which
  options are intended to be (select one): 

                               250,000
  Incentive Stock Options 

                              ______
  Non-Qualified Stock Options 

                               NOW,
  THEREFORE, the Company agrees to offer to the Optionee the option to purchase,
  upon the terms and conditions set forth herein, 250,000 shares of Common
  Stock. Capitalized terms not otherwise defined herein shall have the meanings
  ascribed thereto in the Plan. 

                               1.               
  Exercise Price. The exercise price of the Options shall be $0.50
  per share. 

                               2.               
  Limitation on the Number of Shares. If the Options granted hereby are
  Incentive Stock Options, the number of shares which may be acquired upon exercise
  thereof is subject to the limitations set forth in Section 5(a) of the Plan.


                               3.               
  Vesting Schedule. The Options are exercisable in full over the course
  of two months from date of grant, with fifty per centum (50%) of the
  total number of Options granted to an Optionee vesting each month on a monthly
  basis . The vesting of one or more outstanding Options may be accelerated by
  the Plan Administrator at such times and in such amounts as it shall determine
  in its sole discretion. The vesting of Options also shall be accelerated under
  the circumstances described in Sections 5(m) and 5(n) of the Plan. 

                               4.               
  Options not Transferable. This Option and the rights and privileges conferred
  by this Agreement may not be transferred, assigned, pledged or hypothecated
  in any manner (whether by operation of law or otherwise) other than by will
  and by applicable laws of descent and distribution and shall not be subject
  to execution, attachment or similar process. Upon any attempt to transfer, assign,
  pledge, hypothecate or otherwise dispose of any Option or of any right or privilege
  conferred by this Agreement contrary to the provisions hereof, or upon the sale,
  levy or any attachment or similar process upon the rights and privileges conferred
  by this Agreement, such Option shall thereupon terminate and become null and
  void. 

                               5.               
  Investment Intent. By accepting the Option, the Optionee represents and
  agrees that none of the shares of Non-Voting Stock purchased upon exercise of
  the Option will be distributed in violation of applicable federal and state
  laws and regulations. In addition, the Company may require, as a condition of
  exercising the Options, that the Optionee execute an undertaking, in such a
  form as the Company shall reasonably specify, that the Stock is being purchased
  only for investment and without any then-present intention to sell or distribute
  such shares. 

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                               6.               
  Termination of Employment and Options. Vested Options shall terminate,
  to the extent not previously exercised, upon the occurrence of the first of
  the following events:

(i)               
  Expiration: January 20, 2010; except, that the expiration date
  of any Incentive Stock Option granted to a greater than 10 percent (>10%)
  shareholder of the Company shall not be later than five (5) years from the Date
  of Grant. 

(ii)              
  Termination Due to Death or Disability: The expiration of one (1) year
  from the date of the death of the Optionee or cessation of an Optionee's employment
  or contractual relationship by reason of Disability (as defined in Section 5(g)
  of the Plan). If an Optionee’s employment or contractual relationship
  is terminated by death, any Option held by the Optionee shall be exercisable
  only by the person or persons to whom such Optionee’s rights under such
  Option shall pass by the Optionee’s will or by the laws of descent and
  distribution of the state or county of the Optionee’s domicile at the
  time of death. 

(iii)             
  Termination for Cause. The date of an Optionee’s termination of
  employment or contractual relationship with the Company or any Related Corporation
  for cause (as defined in Section 5(n) of the Plan. 

(iv)              
  Termination for Any Other Reason: The expiration of thirty (30) days
  from the date of an Optionee's termination of employment or contractual relationship
  with the Company for any reason whatsoever other than cause, death or Disability
  (as defined in Section 5(g) of the Plan). 


Notwithstanding the occurrence of one of the above events, the exercise period of a Non-Qualified Stock Option may be extended by resolution of the Plan Administrator until a date not later than the expiration date of the Option. Each unvested
Option granted pursuant hereto shall terminate immediately upon termination of the Optionee's employment or contractual relationship with the Company for any reason whatsoever, including death or Disability unless vesting is accelerated in
accordance with Section 5(f) of the Plan. 

                               7.               
  Stock. In the case of any stock split, stock dividend or like change
  in the nature of shares of Common Stock covered by this Agreement, the number
  of shares and exercise price shall be proportionately adjusted as set forth
  in Sections 5(m) of the Plan. 

                               8.               
  Exercise of Option. Options shall be exercisable, in full or in part,
  at any time after vesting, until termination. If less than all of the shares
  included in the vested portion of any Option are purchased, the remainder may
  be purchased at any subsequent time prior to the expiration of the Option term.
  No portion of any Option for less than fifty (50) shares (as adjusted pursuant
  to Sections 5(m) and (n) of the Plan) may be exercised; provided, that if the
  vested portion of any Option is less than fifty (50) shares, it may be exercised
  with respect to all shares for which it is vested. Only whole shares may be
  issued pursuant to an Option, and to the extent that an Option covers less than
  one (1) share, it is unexercisable. 

                               Options
  or portions thereof may be exercised by giving written notice to the Company
  (which may be in the form attached hereto as Exhibit A) which notice
  shall specify the number of shares to be purchased and be accompanied by either:

(i)               
  the aggregate exercise price in cash or by certified or cashier’s check.
  In addition, upon approval of the Plan Administrator, an Optionee may pay for
  all or any portion of the aggregate exercise price by delivering to the Company
  shares of Common Stock previously held by such Optionee or, with the prior consent
  of the Plan Administrator, by having shares withheld from the amount of Common
  Stock to be received by the Optionee. The shares of Common Stock received or
  withheld by the Company as payment for shares of Common Stock purchased on the
  exercise of Options shall have a fair market value at the date of exercise (as
  determined by the Plan Administrator) equal to the aggregate exercise price
  (or portion thereof) to be paid by the Optionee upon such exercise; or

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(ii)               upon
  prior consent of the Plan Administrator, delivery of an irrevocable subscription
  agreement obligating the Optionee to take and pay for the shares of Common Stock
  to be purchased within one year of the date of such exercise.

                               The
  Company shall not be obligated to issue, transfer or deliver a certificate of
  Common Stock to any Optionee, or to his personal representative, until the aggregate
  exercise price has been paid for all shares for which the Option shall have
  been exercised and adequate provision has been made by the Optionee for satisfaction
  of any tax withholding obligations associated with such exercise. During the
  lifetime of the Optionee, Options are exercisable only by the Optionee 

                               It
  is a condition precedent to the issuance of shares of Common Stock that the
  Optionee execute and deliver to the Company a Stock Transfer Agreement, in a
  form acceptable to the Company, to the extent required pursuant to the terms
  thereof. 

                               9.               
  Holding Period for Incentive Stock Options. In order to obtain the tax
  treatment provided for Incentive Stock Options by Section 422 of the Code, the
  shares of Common Stock received upon exercising any Incentive Stock Options
  received pursuant to this Agreement must be sold, if at all, after a date which
  is later of two (2) years from the date this Agreement is entered into or one
  (1) year from the date upon which the Options are exercised. The Optionee agrees
  to report sales of such shares prior to the above determined date to the Company
  within one (1) business day after such sale is concluded. The Optionee also
  agrees to pay to the Company, within five (5) business days after such sale
  is concluded, the amount necessary for the Company to satisfy its withholding
  requirement required by the Code in the manner specified in Section 5(l)(2)
  of the Plan. Nothing in this Section 11 is intended as a representation that
  the Common Stock may be sold without registration under federal and state securities
  laws or an exemption therefrom, or that such registration or exemption will
  be available at any specified time.

                               10.              
  Subject to the 2005 Stock Option Plan. The terms of the Options are subject
  to the provisions of the Plan, as the same may be amended from time to time,
  and any inconsistencies between this Agreement and the Plan, as the same may
  be amended from time to time, shall be governed by the provisions of the Plan,
  a copy of which has been delivered to the Optionee, and which is available for
  inspection at the principal offices of the Company. 

                               11.              
  Professional Advice. The acceptance of the Options and the sale of Common
  Stock issued pursuant to the exercise of Options may have consequences under
  federal and state tax and securities laws which may vary depending upon the
  individual circumstances of the Optionee. Accordingly, the Optionee acknowledges
  that he or she has been advised to consult his or her personal legal and tax
  advisor in connection with this Agreement and his or her dealings with respect
  to Options for the Common Stock. Without limiting other matters to be considered,
  the Optionee should consider whether upon the exercise of Options, the Optionee
  will file an election with the Internal Revenue Service pursuant to Section
  83(b) of the Code. 

                               12.              
  No Rights as a Shareholder. The Optionee shall have no rights as a shareholder
  with respect to any shares covered by an Option until the Optionee becomes a
  record holder of such shares, irrespective of whether the Optionee has given
  notice of exercise. Subject to the provisions of Sections 5(m) of the Plan,
  no rights shall accrue to the Optionee and no adjustments shall be made on account
  of dividends (ordinary or extraordinary, whether in cash, securities or other
  property) or distributions or other rights declared on, or created in, the Common
  Stock for which the record date is prior to the date the Optionee becomes a
  record holder of the shares of Common Stock covered by the Option, irrespective
  of whether the Optionee has given notice of exercise. 

                               13.              
  No Rights to Employment. Nothing contained in this agreement shall be
  construed as giving any person any right to employment with the Company. The
  grant of Options hereby shall in no way constitute any form of agreement or
  understanding binding on the Company or any Related Corporation (as defined
  in the Plan), express or implied, that the Company or any Related Corporation
  will employ or contract with an Optionee for any length of time. 

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                               14.              
  Entire Agreement. This Agreement is the only agreement between the Optionee
  and the Company with respect to the Options, and this Agreement and the Plan
  supersede all prior and contemporaneous oral and written statements and representations
  and contain the entire agreement between the parties with respect to the Options.


                               15.              
  Notices. All notices and other communications required or permitted under
  this Agreement must be in writing and will be deemed received and effective
  upon the earlier of: (i) hand delivery to the recipient; (ii) one day after
  posting by traceable air courier; (iii) two (2) days after posting by certified
  or registered mail, postage prepaid, return receipt requested; or (iv) when
  initially transmitted by facsimile transmission (if confirmed by notice complying
  with (i), (ii) or (iii) above):

	 	 (i)  	 if to the Company:  
	 	  	 
	 	  	 Paradigm Enterprises Inc.  
	 	  	35 – 12880 Railway Avenue, 
	 	  	 Richmond, British Columbia V7E 6G4  
	 	  	 Attn:  Robert L. Pek, President  
	 	  	 
	 	 (ii)  	 if to the Optionee:  
	 	  	 
	 	  	 Robert L Pek,  
	 	  	 75 Harvest Lake Cr. N.E.  
	 	  	 Calgary, Alberta  
	 	  	 T3K 3Y8  
	 	  	 Tel.: (403) 816-0442  
	 	  	 Fax:  ____________________________



or to such other person or address as either of the parties will furnish in writing to the other party from time to time. 

                               16.              
  Law and Jurisdiction. This Agreement is governed by the internal laws
  of the State of Nevada, U.S.A., without giving effect to any laws or principles
  that would apply the laws of any other jurisdiction. Any action or proceeding
  seeking to enforce any provision of, or based on any right arising out of, this
  Agreement may be brought against either of the parties in the courts of State
  of Nevada, and each of the parties irrevocably consents to the non-exclusive
  jurisdiction of such courts (and of the appropriate appellate courts) in any
  such action or proceeding and waives any objection to venue laid therein. Process
  in any action or proceeding referred to in the preceding sentence may be served
  on either party anywhere in the world. 

                               17.              
  Headings And Gender. The headings of the Sections of this Agreement have
  been included for convenience of reference purposes only and will in no way
  be interpreted to restrict or modify the terms of this Agreement. The use of
  pronouns of any gender in this Agreement will include pronouns of all other
  genders, as applicable. 

                               18.              
  Counterparts; Delivery by Facsimile. This Agreement may be signed in
  counterparts, either one of which will be deemed to be an original and both
  of which, when taken together, will constitute one and the same agreement. Delivery
  of an executed counterpart of a signature page to this Agreement by telephone
  facsimile transmission will be effective as delivery of a manually executed
  counterpart of this Agreement. 

                               19.              
  Severability. Any term, condition or other provision of this Agreement
  that is prohibited or unenforceable in any jurisdiction will be ineffective,
  as to such jurisdiction, to the extent of such prohibition or unenforceability
  without affecting the validity or enforceability of such term, condition or
  provision in any other jurisdiction and without invalidating the remaining terms,
  conditions and other provisions of this Agreement 

                               20.              
  Attorneys’ Fees. In the event of litigation arising out of or in
  connection with this Agreement, the prevailing party will be entitled to recover
  from the other party all of its attorneys’ fees and other expenses incurred
  in connection with such litigation. 

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                               21.               
  Parties in Interest. This Agreement may not be assigned or delegated
  by either party without the consent of the other, except that this Agreement
  (without the necessity of such consent) will be binding on and inure to the
  benefit of any successors, and assigns of the Company or any Related Corporation,
  whether by merger, consolidation, sale of assets or otherwise, and reference
  herein to the Company will be deemed to include any such successor or successors.


	 PARADIGM ENTERPRISES INC., a  	 	  
	 Nevada corporation  	 	  
	 	  	 	 
	 	  	 	 
	By:	       ”Brian
      C. Doutaz”	 	      ”Robert
      L. Pek” 
	 	  	 	 Optionee  
	Its:	       President	 	  


                               THERE
  MAY NOT BE PRESENTLY AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
  OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS FOR THE ISSUANCE OF SHARES OF
  STOCK UPON EXERCISE OF THESE OPTIONS. ACCORDINGLY, THESE OPTIONS CANNOT BE EXERCISED
  UNLESS THESE OPTIONS AND THE SHARES OF STOCK TO BE ISSUED UPON EXERCISE OF THESE
  OPTIONS ARE REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS
  AVAILABLE. 

                               THE
  SHARES OF STOCK ISSUED PURSUANT TO THE EXERCISE OF OPTIONS WILL BE "RESTRICTED
  SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933 AND WILL
  BEAR A LEGEND RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER STATE AND
  FEDERAL SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE
  COMPANY IS NOT OBLIGATED TO REGISTER THE SHARES OF STOCK OR TO MAKE AVAILABLE
  ANY EXEMPTION FROM REGISTRATION. 

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 EXHIBIT A 

 Notice of Election to Exercise 

                               This
  Notice of Election to Exercise shall constitute proper notice pursuant to Section
  5(h) of the Paradigm Enterprises Inc. 2005 Stock Option Plan (the “Plan”)
  and Section 8 of that certain Stock Option Agreement (the “Agreement”)
  dated as of the 21st day of January, 2005 between Paradigm Enterprises Inc.
  (the “Company”) and the undersigned. 

                               The
  undersigned hereby elects to exercise Optionee’s option to purchase __________
  shares of the common stock of the Company at a price of $0.50 per share,
  for aggregate consideration of $ ______ , on the terms and conditions set
  forth in the Agreement and the Plan. Such aggregate consideration, in the form
  specified in Section 8 of the Agreement, accompanies this notice. 

                               The
  undersigned has executed this Notice this ____ day of _____________ , 200__.


  

	 	Signature 	 
	 	 	 
	 	Name (typed or printed) 	 


  

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