Exhibit 10.2












	
COMMUNICATE.COM, INC.
	
	 

	
	
Incentive Stock Option Agreement
	
	
Granted under the 2007 Stock Incentive Plan
	



	
1. 		
Grant of Option.

	



     This agreement evidences the grant by Communicate.com, Inc., a Nevada corporation (the “Company”), effective on November 9th 2007 (the “Grant Date” or the “Effective Date”) to
Mark Melville, an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms set forth herein and in the Company’s 2007 Stock Incentive Plan (the “Plan”) and the employee’s
Employment Agreement dated November 9th, 2007 (the “Employment Agreement”), a total of 1,000,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”) at a
price per share equal to the market closing price of the Common Stock on the Effective Date (as defined in the Employment Agreement). Unless earlier terminated, this option shall expire at 5:00 p.m., Pacific time, on the date that is the fifth
anniversary of the Effective Date (the “Final Exercise Date”).


     It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the
“Code”). Should the grant for any reason not be or become eligible to be treated as an incentive stock option under U.S. or Canadian law, it shall be deemed a non-qualified stock option under U.S. or Canadian law. Except as otherwise
indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

	
2. 		
Vesting Schedule.

	



     This option will become exercisable (“vest”) as to (i) 33.333% of the Shares on the first anniversary of the Effective Date and (ii) an additional 8.333 % of the Shares on the last day of each successive
three-month period thereafter, until all such Shares have vested. 


     The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all
Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option hereunder or under the Plan.

	
3. 		
Exercise of Option.

	



     (a) Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full
in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than one hundred whole shares.


     (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he 






or she exercises this option, is, and has been at all times
since the Grant Date, an employee or officer of, or consultant or advisor to,
the Company or any parent or subsidiary of the Company as defined in Section
424(e) or (f) of the Code (an “Eligible Participant”).

     (c) Termination of
Relationship with the Company. If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in paragraphs (d) below,
the right to exercise this option shall terminate thirty (30) days after such
cessation (but in no event after the Final Exercise Date), provided that
this option shall be exercisable only to the extent that the Participant was
entitled to exercise this option on the date of such cessation. Notwithstanding
the foregoing, if the Participant, prior to the Final Exercise Date, violates
the provisions of any employment contract, or is terminated for Just Cause (as
set forth in the Employment Agreement), violates any confidentiality and
nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such violation;
provided this option shall terminate immediately without notice upon a
discharge for Just Cause.

     (d) Exercise Period Upon Death
or Disability. If the Participant dies or becomes disabled (within the
meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while
he or she is an Eligible Participant and the Company has not terminated such
relationship for “Just Cause” as specified in paragraph (c) above, this option
shall be exercisable, within the period of two months following the date of
death or disability of the Participant, by the Participant (or in the case of
death by an authorized transferee), provided that this option shall be
exercisable only to the extent that this option was exercisable by the
Participant on the date of his or her death or disability, and further provided
that this option shall not be exercisable after the Final Exercise Date.

	4. 	
      Company Right of First
Refusal.



     (a) Notice of Proposed
Transfer. If the Participant proposes to sell, assign, transfer, pledge,
hypothecate or otherwise dispose of, by operation of law or otherwise
(collectively, “transfer”) any Shares acquired upon exercise of this option,
then the Participant shall first give written notice of the proposed transfer
(the “Transfer Notice”) to the Company. The Transfer Notice shall name the
proposed transferee and state the number of such Shares the Participant proposes
to transfer (the “Offered Shares”), the price per share and all other material
terms and conditions of the transfer.

     (b) Company Right to
Purchase. For 30 days following its receipt of such Transfer Notice, the
Company shall have the option to purchase all or part of the Offered Shares at
the price and upon the terms set forth in the Transfer Notice. In the event the
Company elects to purchase all or part of the Offered Shares, it shall give
written notice of such election to the Participant within such 30-day period.
Within 10 days after his receipt of such notice, the Participant shall tender to
the Company at its principal offices the certificate or certificates
representing the Offered Shares to be purchased by the Company, duly endorsed in
blank by the Participant or with duly endorsed stock powers attached thereto,
all in a form suitable for transfer of the Offered Shares to the Company.
Promptly following receipt of such certificate or certificates, the Company
shall deliver or mail to the Participant a check in payment of the purchase
price for such Offered Shares; provided that if the terms of payment set
forth in the 

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Transfer Notice were other than cash against delivery, the
Company may pay for the Offered Shares on the same terms and conditions as were
set forth in the Transfer Notice; and provided further that any delay in
making such payment shall not invalidate the Company’s exercise of its option to
purchase the Offered Shares.

     (c) Shares Not Purchased By
Company. If the Company does not elect to acquire all of the Offered Shares,
the Participant may, within the 30-day period following the expiration of the
option granted to the Company under subsection (b) above, transfer the Offered
Shares which the Company has not elected to acquire to the proposed transferee,
provided that such transfer shall not be on terms and conditions more
favorable to the transferee than those contained in the Transfer Notice.
Notwithstanding any of the above, all Offered Shares transferred pursuant to
this Section 4 shall remain subject to the right of first refusal set forth in
this Section 4 and such transferee shall, as a condition to such transfer,
deliver to the Company a written instrument confirming that such transferee
shall be bound by all of the terms and conditions of this Section 4.

     (d) Consequences of
Non-Delivery. After the time at which the Offered Shares are required to be
delivered to the Company for transfer to the Company pursuant to subsection (b)
above, the Company shall not pay any dividend to the Participant on account of
such Offered Shares or permit the Participant to exercise any of the privileges
or rights of a stockholder with respect to such Offered Shares, but shall, in so
far as permitted by law, treat the Company as the owner of such Offered
Shares.

     (e) Exempt Transactions.
The following transactions shall be exempt from the provisions of this Section
4:

          (1)
any transfer of Shares to or for the benefit of any spouse, child or grandchild
of the Participant, or to a trust for their benefit;

          (2)
any transfer pursuant to an effective registration statement filed by the
Company under the Securities Act of 1933, as amended (the “Securities Act”);
and

          (3)
the sale of all or substantially all of the shares of capital stock of the
Company (including pursuant to a merger or consolidation);

provided, however, that in the case of a transfer
pursuant to clause (1) above, such Shares shall remain subject to the right of
first refusal set forth in this Section 4 and such transferee shall, as a
condition to such transfer, deliver to the Company a written instrument
confirming that such transferee shall be bound by all of the terms and
conditions of this Section 4.

          (f)
Assignment of Company Right. The Company may assign its rights to
purchase Offered Shares in any particular transaction under this Section 4 to
one or more persons or entities.

          (g)
Termination. The provisions of this Section 4 shall terminate upon the
earlier of the following events:

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          (1)
the closing of the sale of shares of Common Stock in an underwritten public
offering pursuant to an effective registration statement filed by the Company
under the Securities Act; or

          (2)
the sale of all or substantially all of the capital stock, assets or business of
the Company, by merger, consolidation, sale of assets or otherwise (other than a
merger or consolidation in which all or substantially all of the individuals and
entities who were beneficial owners of the Common Stock immediately prior to
such transaction beneficially own, directly or indirectly, more than 75% of the
outstanding securities entitled to vote generally in the election of directors
of the resulting, surviving or acquiring corporation in such transaction).

     (h) No Obligation to Recognize
Invalid Transfer. The Company shall not be required (1) to transfer on its
books any of the Shares which shall have been sold or transferred in violation
of any of the provisions set forth in this Section 4, or (2) to treat as owner
of such Shares or to pay dividends to any transferee to whom any such Shares
shall have been so sold or transferred.

     (i) Legends. The
certificate representing Shares shall bear a legend substantially in the
following form (in addition to, or in combination with, any legend required by
applicable federal and state securities laws and agreements relating to the
transfer of the Company securities):


	"The shares represented by this certificate are
      subject to a right of first refusal in favor of the Company, as provided
      in a certain stock option agreement with the Company." 






	5. 	
      Agreement in Connection with Public
    Offering.



     The Participant agrees, in
connection with an underwritten public offering of the Company’s securities
pursuant to a registration statement under the Securities Act, (i) not to sell,
make short sale of, loan, grant any options for the purchase of, or otherwise
dispose of any shares of Common Stock held by the Participant (other than those
shares included in the offering) without the prior written consent of the
Company or the underwriters managing such initial underwritten public offering
of the Company’s securities for a period of 180 days from the effective date of
such registration statement, and (ii) to execute any agreement reflecting clause
(i) above as may be requested by the Company or the managing underwriters at the
time of such offering.

	6. 	
      Nontransferability of
Option.



     This option may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
either voluntarily or by operation of law, except by will or the laws of descent
and distribution, and, during the lifetime of the Participant, this option shall
be exercisable only by the Participant.

	7. 	
      Provisions of the Plan.



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     In addition to the terms of the
Employment Agreement, this option is subject to the provisions of the Plan, a
copy of which is furnished to the Participant with this option.

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     IN WITNESS WHEREOF, the Company
has caused this option to be executed under its corporate seal by its duly
authorized officer. This option shall take effect as a sealed instrument.

	  	Communicate.com, Inc.
    
	  	  	  
	Dated: November 9, 2007 	By: /s/ C. Geoffrey Hampson 
	  	         
      Name:         C. Geoffrey
      Hampson 
	  	         
      Title:           Chief
      Executive Officer 


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PARTICIPANT’S ACCEPTANCE

     The undersigned hereby accepts
the foregoing option and agrees to the terms and conditions thereof. The
undersigned hereby acknowledges receipt of a copy of the Company’s 2007 Stock
Incentive Plan.

PARTICIPANT:

/s/ Mark Melville

Address:

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