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EXHIBIT 10.2




NON-QUALIFIED STOCK OPTION AGREEMENT




PROLINK HOLDINGS CORP.




     AGREEMENT made as of the ___day of                      200_, between PROLINK HOLDINGS CORP. (the
“Company”), a Delaware corporation and                      (the “Participant”).



     WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its
common stock, $.0001 par value per share (the “Shares”), under and for the purposes set forth in
the Company’s 2006 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 first anniversary of the date of
this Agreement
	 	up to                      Shares
	 
	 	 
	On the second anniversary of the date of
this Agreement
	 	an additional                      Shares






 









 






	 	 	 
	On the third anniversary of the date of
this Agreement
	 	an additional                      Shares
	 
	 	 
	On the fourth anniversary of the date of
this Agreement
	 	an additional                      Shares






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



     1 [Notwithstanding the foregoing, in the event of a Change of Control (as defined
[below] [in the Plan]), ___% of the Shares which would have vested in each vesting installment
remaining under this Option will be vested for purposes of Section [24(B)] of the Plan 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







 




			
	1	 	If a provision regarding mandatory acceleration of
vesting upon a Change of Control is not included in the Plan and the company
would like to automatically accelerate all or a portion of a
participant’s options upon a Change of Control, then the bracketed
provisions should be inserted into this Option Agreement. Consider whether the
accelerated vesting should be full or partial, and if partial, consider whether
the acceleration should come from the next installments, last installments or
pro rata from remaining installments of an option grant.




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	 	(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 [insert date], 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.



     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” (as defined in the Plan), 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” (as defined in the Plan), 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




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	 	(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.





     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.



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     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.



     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.
2[; provided, however, that in the event of a Change of Control (as defined in [Section
3 above][the Plan])                     % of the Shares which would have vested in each vesting installment
remaining under this Option will be vested for purposes of Section [24(B)] of the Plan.]



     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





 




			
	2	 	Add this clause if accelerated vesting upon a
Change of Control is set forth in Section 3 of this Agreement.




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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:






“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



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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.



     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:



ProLink Holdings Corp.

410 South Benson Lane

Chandler, Arizona 85224

Attn: General Counsel





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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 Delaware,
without giving effect to the conflict of law principles thereof. For the purpose of litigating any
dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in
Arizona and agree that such litigation shall be conducted in the courts of Maricopa County, Arizona
or the federal courts of the United States for the District of Arizona.



     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.



     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



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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]




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     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.



	 	 	 	 	 	 	 
	 	 	PROLINK HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name
	 	 
	 

	 	 	 	Title	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Participant	 	 







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Exhibit A




NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION




TO: ProLink Holdings Corp.



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, $.0001 par value, of ProLink Holdings Corp. (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                     , 200_.



     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:



                                             



                                             



                                             



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     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







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