Unassociated Document


    


    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    


    MEDIAVEST,
      INC.

    


    AGREEMENT
      made as of the [__] day of [______], 2007, between Mediavest, Inc. (the
“Company”), a New Jersey corporation, and [______] (the
“Participant”).

    


    WHEREAS,
      the Company desires to grant to the Participant an Option to purchase shares
      of
      its common stock, $0.0001 par
      value
      per share (the “Shares”), under and for the purposes set forth in the Company’s
      2007 Employee, Director and Consultant Stock Plan (the “Plan”);

    


    WHEREAS,
      the Company and the Participant understand and agree that any terms used and
      not
      defined herein have the same meanings as in the Plan; and

    


    WHEREAS,
      the Company and the Participant each intend that the Option granted herein
      shall
      be a Non-Qualified Option.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto agree as
      follows:

    


    
      	 	
              1.

            	
              GRANT
                OF OPTION.

            


    

    


    The
      Company hereby grants to the Participant the right and option to purchase all
      or
      any part of an aggregate of [______] Shares, on the terms and conditions and
      subject to all the limitations set forth herein, under United States securities
      and tax laws, and in the Plan, which is incorporated herein by reference. The
      Participant acknowledges receipt of a copy of the Plan.

    


    
      	 	
              2.

            	
              PURCHASE
                PRICE.

            


    

    


    The
      purchase price of the Shares covered by the Option shall be [______] per Share,
      subject to adjustment, as provided in the Plan, in the event of a stock split,
      reverse stock split or other events affecting the holders of Shares after the
      date hereof (the “Purchase Price”). Payment shall be made in accordance with
      Paragraph 9 of the Plan.

    


    
      	 	
              3.

            	
              EXERCISABILITY
                OF OPTION.

            


    

    


    Subject
      to the terms and conditions set forth in this Agreement and the Plan, the Option
      granted hereby shall become exercisable as follows:

    


    
      	
              On
                the date of grant

            	 	
              [______]
                Shares

            
	
              On
                [______]

            	 	
              an
                additional [______]  Shares

            
	
              On
                [______]

            	 	
              an
                additional [______] Shares

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      foregoing rights are cumulative and are subject to the other terms and
      conditions of the Agreement and the Plan.

    


    Notwithstanding
      the foregoing, in the event of (i) a termination by the Company without Cause
      (as defined in the Plan) or (ii) a Change of Control (as defined below), this
      Option shall become fully vested and immediately exercisable unless this Option
      has otherwise expired or been terminated pursuant to its terms or the terms
      of
      the Plan.

    


    Change
      of Control
      means
      the occurrence of any of the following events:

    


    
      	 	
              (i)

            	
              Ownership.
                Any “Person” (as such term is used in Sections 13(d) and 14(d) of the
                Securities Exchange Act of 1934, as amended) becomes the “Beneficial
                Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly,
                of securities of the Company representing 50% or more of the total
                voting
                power represented by the Company’s then outstanding voting securities
                (excluding for this purpose the Company or its Affiliates or any
                employee
                benefit plan of the Company) pursuant to a transaction or a series
                of
                related transactions which the Board of Directors does not approve;
                or

            


    

    


    
      	 	
              (ii)

            	
              Merger/Sale
                of Assets. A merger or consolidation of the Company whether or not
                approved by the Board of Directors, other than a merger or consolidation
                which would result in the voting securities of the Company outstanding
                immediately prior thereto continuing to represent (either by remaining
                outstanding or by being converted into voting securities of the surviving
                entity or the parent of such corporation) at least 50% of the total
                voting
                power represented by the voting securities of the Company or such
                surviving entity or parent of such corporation outstanding
                immediately after such merger or consolidation, or the stockholders
                of the
                Company approve an agreement for the sale or disposition by the Company
                of
                all or substantially all of the Company’s assets;
                or

            


    

    


    
      	 	
              (iii)

            	
              Change
                in Board Composition. A change in the composition of the Board of
                Directors, as a result of which fewer than a majority of the directors
                are
                Incumbent Directors. “Incumbent Directors” shall mean directors who either
                (A) are directors of the Company as of the date of this Agreement, or
                (B) are elected, or nominated for election, to the Board of Directors
                with the affirmative votes of at least a majority of the Incumbent
                Directors at the time of such election or nomination (but shall not
                include an individual whose election or nomination is in connection
                with
                an actual or threatened proxy contest relating to the election of
                directors to the Company). 

            


    

    


    
      	 	
              4.

            	
              TERM
                OF OPTION.

            


    

    


    This
      Option shall terminate ten years from the date of this Agreement, but shall
      be
      subject to earlier termination as provided herein or in the Plan.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    If
      the
      Participant ceases to be an employee, director or consultant of the Company
      or
      of an Affiliate (for any reason other than the death or Disability of the
      Participant or termination of the Participant for Cause, the Option may be
      exercised, if it has not previously terminated, within three months after the
      date the Participant ceases to be an employee, director or consultant of the
      Company or an Affiliate, or within the originally prescribed term of the Option,
      whichever is earlier, but may not be exercised thereafter. In such event, the
      Option shall be exercisable only to the extent that the Option has become
      exercisable and is in effect at the date of such cessation of
      service.

    


    Notwithstanding
      the foregoing, in the event of the Participant’s Disability or death within
      three months after the termination of service, the Participant or the
      Participant’s Survivors may exercise the Option within one year after the date
      of the Participant’s termination of service, but in no event after the date of
      expiration of the term of the Option.

    


    In
      the
      event the Participant’s service is terminated by the Company or an Affiliate for
      Cause, the Participant’s right to exercise any unexercised portion of this
      Option shall cease immediately as of the time the Participant is notified his
      or
      her service is terminated for Cause, and this Option shall thereupon terminate.
      Notwithstanding anything herein to the contrary, if subsequent to the
      Participant’s termination, but prior to the exercise of the Option, the Board of
      Directors of the Company determines that, either prior or subsequent to the
      Participant’s termination, the Participant engaged in conduct which would
      constitute Cause, then the Participant shall immediately cease to have any
      right
      to exercise the Option and this Option shall thereupon terminate.

    


    In
      the
      event of the Disability of the Participant, as determined in accordance with
      the
      Plan, the Option shall be exercisable within one year after the Participant’s
      termination of service or, if earlier, within the term originally prescribed
      by
      the Option. In such event, the Option shall be exercisable:

    


    
      	 	
              (a)

            	
              to
                the extent that the Option has become exercisable but has not been
                exercised as of the date of Disability;
                and

            


    

    


    
      	 	
              (b)

            	
              in
                the event rights to exercise the Option accrue periodically, to the
                extent
                of a pro rata portion through the date of Disability of any additional
                vesting rights that would have accrued on the next vesting date had
                the
                Participant not become Disabled. The proration shall be based upon
                the
                number of days accrued in the current vesting period prior to the
                date of
                Disability.

            


    

    


    In
      the
      event of the death of the Participant while an employee, director or consultant
      of the Company or of an Affiliate, the Option shall be exercisable by the
      Participant’s Survivors within one year after the date of death of the
      Participant or, if earlier, within the originally prescribed term of the Option.
      In such event, the Option shall be exercisable:

    


    
      	 	
              (x)

            	
              to
                the extent that the Option has become exercisable but has not been
                exercised as of the date of death;
                and

            


    

    


    
      	 	
              (y)

            	
              in
                the event rights to exercise the Option accrue periodically, to the
                extent
                of a pro rata portion through the date of death of any additional
                vesting
                rights that would have accrued on the next vesting date had the
                Participant not died. The proration shall be based upon the number of days
                accrued in the current vesting period prior to the Participant’s date of
                death.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              5.

            	
              METHOD
                OF EXERCISING OPTION.

            


    

    


    Subject
      to the terms and conditions of this Agreement, the Option may be exercised
      by
      written notice to the Company or its designee, in substantially the form of
      Exhibit A
      attached
      hereto. Such notice shall state the number of Shares with respect to which
      the
      Option is being exercised and shall be signed by the person exercising the
      Option. Payment of the purchase price for such Shares shall be made in
      accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares
      as soon as practicable after the notice shall be received, provided, however,
      that the Company may delay issuance of such Shares until completion of any
      action or obtaining of any consent, which the Company deems necessary under
      any
      applicable law (including, without limitation, state securities or “blue sky”
laws). The Shares as to which the Option shall have been so exercised shall
      be
      registered in the Company’s share register in the name of the person so
      exercising the Option (or, if the Option shall be exercised by the Participant
      and if the Participant shall so request in the notice exercising the Option,
      shall be registered in the Company’s share register in the name of the
      Participant and another person jointly, with right of survivorship) and shall
      be
      delivered as provided above to or upon the written order of the person
      exercising the Option. In the event the Option shall be exercised, pursuant
      to
      Section 4 hereof, by any person other than the Participant, such notice shall
      be
      accompanied by appropriate proof of the right of such person to exercise the
      Option. All Shares that shall be purchased upon the exercise of the Option
      as
      provided herein shall be fully paid and nonassessable.

    


    
      	 	
              6.

            	
              PARTIAL
                EXERCISE.

            


    

    


    Exercise
      of this Option to the extent above stated may be made in part at any time and
      from time to time within the above limits, except that no fractional share
      shall
      be issued pursuant to this Option.

    


    
      	 	
              7.

            	
              NON-ASSIGNABILITY.

            


    

    


    The
      Option shall not be transferable by the Participant otherwise than by will
      or by
      the laws of descent and distribution or pursuant to a qualified domestic
      relations order as defined by the Code or Title I of the Employee Retirement
      Income Security Act or the rules thereunder. Except as provided above in this
      paragraph, the Option shall be exercisable, during the Participant’s lifetime,
      only by the Participant (or, in the event of legal incapacity or incompetency,
      by the Participant’s guardian or representative) and shall not be assigned,
      pledged or hypothecated in any way (whether by operation of law or otherwise)
      and shall not be subject to execution, attachment or similar process. Any
      attempted transfer, assignment, pledge, hypothecation or other disposition
      of
      the Option or of any rights granted hereunder contrary to the provisions of
      this
      Section 7, or the levy of any attachment or similar process upon the Option
      shall be null and void.

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              8.

            	
              NO
                RIGHTS AS STOCKHOLDER UNTIL EXERCISE.

            


    

    


    The
      Participant shall have no rights as a stockholder with respect to Shares subject
      to this Agreement until registration of the Shares in the Company’s share
      register in the name of the Participant. Except as is expressly provided in
      the
      Plan with respect to certain changes in the capitalization of the Company,
      no
      adjustment shall be made for dividends or similar rights for which the record
      date is prior to the date of such registration.

    


    
      	 	
              9.

            	
              ADJUSTMENTS.

            


    

    


    The
      Plan
      contains provisions covering the treatment of Options in a number of
      contingencies such as stock splits and mergers. Provisions in the Plan for
      adjustment with respect to stock subject to Options and the related provisions
      with respect to successors to the business of the Company are hereby made
      applicable hereunder and are incorporated herein by reference.  

    


    
      	 	
              10.

            	
              TAXES.

            


    

    


    The
      Participant acknowledges that upon exercise of the Option the Participant will
      be deemed to have taxable income measured by the difference between the then
      fair market value of the Shares received upon exercise and the price paid for
      such Shares pursuant to this Agreement. The Participant acknowledges that any
      income or other taxes due from him or her with respect to this Option or the
      Shares issuable pursuant to this Option shall be the Participant’s
      responsibility.

    


    The
      Participant agrees that the Company may withhold from the Participant’s
      remuneration, if any, the minimum statutory amount of federal, state and local
      withholding taxes attributable to such amount that is considered compensation
      includable in such person’s gross income. At the Company’s discretion, the
      amount required to be withheld may be withheld in cash from such remuneration,
      or in kind from the Shares otherwise deliverable to the Participant on exercise
      of the Option. The Participant further agrees that, if the Company does not
      withhold an amount from the Participant’s remuneration sufficient to satisfy the
      Company’s income tax withholding obligation, the Participant will reimburse the
      Company on demand, in cash, for the amount under-withheld.

    


    
      	 	
              11.

            	
              PURCHASE
                FOR INVESTMENT.

            


    

    


    Unless
      the offering and sale of the Shares to be issued upon the particular exercise
      of
      the Option shall have been effectively registered under the Securities Act
      of
      1933, as now in force or hereafter amended (the “1933 Act”), the Company shall
      be under no obligation to issue the Shares covered by such exercise unless
      and
      until the following conditions have been fulfilled:

    


    
      	 	
              (a)

            	
              The
                person(s) who exercise the Option shall warrant to the Company, at
                the
                time of such exercise, that such person(s) are acquiring such Shares
                for
                their own respective accounts, for investment, and not with a view
                to, or
                for sale in connection with, the distribution of any such Shares,
                in which
                event the person(s) acquiring such Shares shall be bound by the provisions
                of the following legend which shall be endorsed upon the certificate(s)
                evidencing the Shares issued pursuant to such
                exercise:

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “The
      shares represented by this certificate have been taken for investment and they
      may not be sold or otherwise transferred by any person, including a pledgee,
      unless (1) either (a) a Registration Statement with respect to such shares
      shall
      be effective under the Securities Act of 1933, as amended, or (b) the Company
      shall have received an opinion of counsel satisfactory to it that an exemption
      from registration under such Act is then available, and (2) there shall have
      been compliance with all applicable state securities laws;” and

    


    
      	 	
              (b)

            	
              If
                the Company so requires, the Company shall have received an opinion
                of its
                counsel that the Shares may be issued upon such particular exercise
                in
                compliance with the 1933 Act without registration thereunder. Without
                limiting the generality of the foregoing, the Company may delay issuance
                of the Shares until completion of any action or obtaining of any
                consent,
                which the Company deems necessary under any applicable law (including
                without limitation state securities or “blue sky”
                laws).

            


    

    


    
      	 	
              12.

            	
              RESTRICTIONS
                ON TRANSFER OF SHARES.

            


    

    


    12.1 The
      Participant agrees that in the event the Company proposes to offer for sale
      to
      the public any of its equity securities and such Participant is requested by
      the
      Company and any underwriter engaged by the Company in connection with such
      offering to sign an agreement restricting the sale or other transfer of Shares,
      then it will promptly sign such agreement and will not transfer, whether in
      privately negotiated transactions or to the public in open market transactions
      or otherwise, any Shares or other securities of the Company held by him or
      her
      during such period as is determined by the Company and the underwriters, not
      to
      exceed 180 days following the closing of the offering, plus such additional
      period of time as may be required to comply with Marketplace Rule 2711 of the
      National Association of Securities Dealers, Inc. or similar rules thereto (such
      period, the “Lock-Up Period”). Such agreement shall be in writing and in form
      and substance reasonably satisfactory to the Company and such underwriter and
      pursuant to customary and prevailing terms and conditions. Notwithstanding
      whether the Participant has signed such an agreement, the Company may impose
      stop-transfer instructions with respect to the Shares or other securities of
      the
      Company subject to the foregoing restrictions until the end of the Lock-Up
      Period.

    


    12.2 The
      Participant acknowledges and agrees that neither the Company, its shareholders
      nor its directors and officers, has any duty or obligation to disclose to the
      Participant any material information regarding the business of the Company
      or
      affecting the value of the Shares before, at the time of, or following a
      termination of the employment of the Participant by the Company, including,
      without limitation, any information concerning plans for the Company to make
      a
      public offering of its securities or to be acquired by or merged with or into
      another firm or entity.

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      



    
      	 	
              13.

            	
              NO
                OBLIGATION TO MAINTAIN RELATIONSHIP.

            


    

    


    The
      Company is not by the Plan or this Option obligated to continue the Participant
      as an employee, director or consultant of the Company or an Affiliate. The
      Participant acknowledges: (i) that the Plan is discretionary in nature and
      may
      be suspended or terminated by the Company at any time; (ii) that the grant
      of
      the Option is a one-time benefit which does not create any contractual or other
      right to receive future grants of options, or benefits in lieu of options;
      (iii)
      that all determinations with respect to any such future grants, including,
      but
      not limited to, the times when options shall be granted, the number of shares
      subject to each option, the option price, and the time or times when each option
      shall be exercisable, will be at the sole discretion of the Company; (iv) that
      the Participant’s participation in the Plan is voluntary; (v) that the value of
      the Option is an extraordinary item of compensation which is outside the scope
      of the Participant’s employment contract, if any; and (vi) that the Option is
      not part of normal or expected compensation for purposes of calculating any
      severance, resignation, redundancy, end of service payments, bonuses,
      long-service awards, pension or retirement benefits or similar
      payments.

    


    
      	 	
              14.

            	
              NOTICES.

            


    

    


    Any
      notices required or permitted by the terms of this Agreement or the Plan shall
      be given by recognized courier service, facsimile, registered or certified
      mail,
      return receipt requested, addressed as follows:

    


    If
      to the
      Company:

    
      	 	
              Mediavest,
                Inc.

            
	 	
              2121
                Avenue of the Stars, Suite 2550

            
	 	
              Los
                Angeles, CA 90067

            


    

    


    


    If
      to the
      Participant:

    
      	 	
              [______]

            
	 	
              [______]

            
	 	
              [______]

            


    

    


    or
      to
      such other address or addresses of which notice in the same manner has
      previously been given. Any such notice shall be deemed to have been given upon
      the earlier of receipt, one business day following delivery to a recognized
      courier service or three business days following mailing by registered or
      certified mail.

    


    
      	 	
              15.

            	
              GOVERNING
                LAW.

            


    

    


    This
      Agreement shall be construed and enforced in accordance with the law of the
      State of New Jersey, without giving effect to the conflict of law principles
      thereof. 

    


    
      	 	
              16.

            	
              BENEFIT
                OF AGREEMENT.

            


    

    


    Subject
      to the provisions of the Plan and the other provisions hereof, this Agreement
      shall be for the benefit of and shall be binding upon the heirs, executors,
      administrators, successors and assigns of the parties hereto.

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              17.

            	
              ENTIRE
                AGREEMENT.

            


    

    


    This
      Agreement, together with the Plan, embodies the entire agreement and
      understanding between the parties hereto with respect to the subject matter
      hereof and supersedes all prior oral or written agreements and understandings
      relating to the subject matter hereof. No statement, representation, warranty,
      covenant or agreement not expressly set forth in this Agreement shall affect
      or
      be used to interpret, change or restrict, the express terms and provisions
      of
      this Agreement, provided, however, in any event, this Agreement shall be subject
      to and governed by the Plan.

    


    
      	 	
              18.

            	
              MODIFICATIONS
                AND AMENDMENTS.

            


    

    


    The
      terms
      and provisions of this Agreement may be modified or amended as provided in
      the
      Plan.

    


    
      	 	
              19.

            	
              WAIVERS
                AND CONSENTS.

            


    

    


    Except
      as
      provided in the Plan, the terms and provisions of this Agreement may be waived,
      or consent for the departure therefrom granted, only by written document
      executed by the party entitled to the benefits of such terms or provisions.
      No
      such waiver or consent shall be deemed to be or shall constitute a waiver or
      consent with respect to any other terms or provisions of this Agreement, whether
      or not similar. Each such waiver or consent shall be effective only in the
      specific instance and for the purpose for which it was given, and shall not
      constitute a continuing waiver or consent.

    


    20. DATA
      PRIVACY.

    


    By
      entering into this Agreement, the Participant: (i) authorizes the Company and
      each Affiliate, and any agent of the Company or any Affiliate administering
      the
      Plan or providing Plan recordkeeping services, to disclose to the Company or
      any
      of its Affiliates such information and data as the Company or any such Affiliate
      shall request in order to facilitate the grant of options and the administration
      of the Plan; (ii) waives any data privacy rights he or she may have with respect
      to such information; and (iii) authorizes the Company and each Affiliate to
      store and transmit such information in electronic form.

    


    


    [Remainder
      of Page Intentionally Left Blank]

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
      duly authorized officer, and the Participant has hereunto set his or her hand,
      all as of the day and year first above written.

    
      	 	 	 
	 	MEDIAVEST,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name
	 	Title
	 	 
	 	 
	 	
              
Participant



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      A

    


    NOTICE
      OF
      EXERCISE OF NON-QUALIFIED STOCK OPTION

    


    


    TO: Mediavest,
      Inc.

    


    IMPORTANT
      NOTICE: This form of Notice of Exercise may only be used at such time as the
      Company has filed a Registration Statement with the Securities and Exchange
      Commission under which the issuance of the Shares for which this exercise is
      being made is registered and such Registration Statement remains
      effective.

    


    Ladies
      and Gentlemen:

    


    I
      hereby
      exercise my Non-Qualified Stock Option to purchase _________ shares (the
“Shares”) of the common stock, $0.0001 par value, of Mediavest, Inc. (the
      “Company”), at the exercise price of $________ per share, pursuant to and
      subject to the terms of that certain Non-Qualified Stock Option Agreement
      between the undersigned and the Company dated [______], 2007.

    


    I
      understand the nature of the investment I am making and the financial risks
      thereof. I am aware that it is my responsibility to have consulted with
      competent tax and legal advisors about the relevant national, state and local
      income tax and securities laws affecting the exercise of the Option and the
      purchase and subsequent sale of the Shares.

    


    I
      am
      paying the option exercise price for the Shares as follows:

    


    _____________________________________


    


    


    Please
      issue the Shares (check one):

    


    o
      to me; or 

    


    o
      to me and ____________________________,
      as joint tenants with right of survivorship,

    


    at
      the
      following address:

    


    
      	 	   
              	 
	 	   
              	 
	 	   
              	 


    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    


    My
      mailing address for shareholder communications, if different from the address
      listed above, is:

     

    


    
      	 	   
              	 
	 	   
              	 
	 	   
              	 


    

     

    
      	 	 	 
	 	 	Very truly yours,
	 
 	 
 	 
 
	 	  	 
	 	
              
Participant
              (signature)
	 	 
	 	 
	 	
              

              Print Name
	 	 
	 	 
	 	
              
Date
	 	 
	 	 
	 	
              
Social
              Security Number


    

     

    
      
        
        

      

      
        A-2