Filed by Automated Filing Services Inc. (604) 609-0244 - Lexington Energy Services Inc. - Exhibit 10.2






Exhibit 10.2

2007 NON-QUALIFIED STOCK COMPENSATION PLAN

	1. 	
      PURPOSE OF PLAN

	 	 	 
		1.1 	
      This 2007 NON-QUALIFIED STOCK COMPENSATION PLAN (the
      "Plan") of Lexington Energy Services Inc., a Nevada corporation (the
      "Company") for employees, directors and consultants of the Company, is
      intended to advance the best interests of the Company by providing those
      persons who have a substantial responsibility for its management and
      growth with additional incentive and by increasing their proprietary
      interest in the success of the Company, thereby encouraging them to
      maintain their relationships with the Company. Further, the availability
      and offering of common stock under the Plan supports and increases the
      Company's ability to attract and retain individuals of exceptional talent
      upon whom, in large measure, the sustained progress, growth and
      profitability of the Company depends.

	 	 	 
	2. 	
      DEFINITIONS

	 	 	 
		2.1 	
      For Plan purposes, except where the context might clearly
      indicate otherwise, the following terms shall have the meanings set forth
      below:

	 	 	 
			
      "Board" shall mean the Board of Directors of the
      Company.

	 	 	 
			
      "Committee" shall mean the Compensation Committee, or
      such other committee appointed by the Board, which shall be designated by
      the Board to administer the Plan, or the Board if no committees have been
      established. The Committee shall be composed of one or more persons as
      from time to time are appointed to serve by the Board. Each member of the
      Committee, while serving as such, shall be a disinterested person with the
      meaning of Rule 16b-3 promulgated under the Securities Exchange Act of
      1934.

	 	 	 
			
      "Common Shares" shall mean the Company's Common Shares,
      $.001 par value per share, or, in the event that the outstanding Common
      Shares are hereafter changed into or exchanged for different shares of
      securities of the Company, such other shares or securities.

	 	 	 
			
      "Company" shall mean Garuda Capital Corp., a Nevada
      corporation, and any parent or subsidiary corporation of Garuda Capital
      Corp.

	 	 	 
			
      "Common Stock" shall mean shares of common stock which
      are issued by the Company pursuant to Section 5, below.

	 	 	 
			
      "Common Stockholder" means the employee of, Consultant,
      or director of the Company or other person to whom shares of Common Stock
      are issued pursuant to this Plan.

	 	 	 
			
      "Common Stock Agreement" means an agreement executed by a
      Common Stockholder and the Company as contemplated by Section 5, below,
      which imposes on the shares of Common Stock held by the Common Stockholder
      such restrictions as the Board or Committee deem appropriate.

	 	 	 
			
      “Consultant” means any person who is contracted to
      provide services to the Company as an independent contractor so long as
      such services are not







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intended to directly or indirectly
promote or maintain a market for the Company’s securities.

	3. 	
      ADMINISTRATION OF THE PLAN

	 	 	 
		3.1 	
      The Committee shall administer the Plan and accordingly,
      it shall have full power to grant Common Stock, construe and interpret the
      Plan, establish rules and regulations and perform all other acts,
      including the delegation of administrative responsibilities, it believes
      reasonable and proper.

	 	 	 
		3.2 	
      The determination of those eligible to receive Common
      Stock, and the amount, type and timing of each grant and the terms and
      conditions of the Common stock agreements shall rest in the sole
      discretion of the Committee, subject to the provisions of the
  Plan.

	 	 	 
		3.3 	
      The Board, or the Committee, may correct any defect,
      supply any omission or reconcile any inconsistency in the Plan in the
      manner and to the extent it shall deem necessary to carry it into
      effect.

	 	 	 
		3.4 	
      Any decision made, or action taken, by the Committee or
      the Board arising out of or in connection with the interpretation and
      administration of the Plan shall be final and conclusive.

	 	 	 
		3.5 	
      Meetings of the Committee shall be held at such times and
      places as shall be determined by the Committee. A majority of the members
      of the Committee shall constitute a quorum for the transaction of
      business, and the vote of a majority of those members present at any
      meeting shall decide any question brought before that meeting. In
      addition, the Committee may take any action otherwise proper under the
      Plan by the affirmative vote, taken without a meeting, of a majority of
      its members.

	 	 	 
		3.6 	
      No member of the Committee shall be liable for any act or
      omission of any other member of the Committee or for any act or omission
      on his own part, including, but not limited to, the exercise of any power
      or discretion given to him under the Plan, except those resulting from his
      own gross negligence or willful misconduct.

	 	 	 
		3.7 	
      The Company shall furnish the Committee with such
      clerical and other assistance as is necessary in the performance of its
      duties hereunder and such other pertinent information as the Committee may
      require.

	 	 	 
	4. 	
      SHARES SUBJECT TO THE PLAN

	 	 	 
		4.1 	
      The total number of shares of the Company available for
      grants of Common Stock under the Plan shall be one million (1,000,000)
      Common Shares, subject to adjustment in accordance with Article 7 of the
      Plan, which shares may be either authorized but unissued or reacquired
      Common Shares of the Company.

	 	 	 
	5. 	
      AWARD OF COMMON STOCK

	 	 	 
		5.1 	
      The Board or Committee from time to time, in its absolute
      discretion, may award Common Stock to employees of, consultants to, and
      directors of the Company, and such other persons as the Board or Committee
      may select. The owner of such Common Stock shall hold such stock subject
      to such vesting schedule as the Board or Committee may impose, as
      determined in the discretion of the Board or
Committee.







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	 	5.2 	
      Common Stock shall be issued only pursuant to a Common
      Stock Agreement, which shall be executed by the Common Stockholder and the
      Company and which shall contain such terms and conditions as the Board or
      Committee shall determine consistent with this Plan, including such
      restrictions on transfer as are imposed by the Common Stock
    Agreement.

	 	 	 
	 	5.3 	
      Upon delivery of the shares of Common Stock to the Common
      Stockholder, below, the Common Stockholder shall have, unless otherwise
      provided by the Board or Committee, all the rights of a stockholder with
      respect to said shares, subject to the restrictions in the Common Stock
      Agreement, including the right to receive all dividends and other
      distributions paid or made with respect to the Common Stock.

	 	 	 
	 	5.4. 	
      Notwithstanding anything in this Plan or any Common Stock
      Agreement to the contrary, no Common Stockholders may sell or otherwise
      transfer, whether or not for value, any of the Common Stock prior to the
      date on which the Common Stockholder is vested therein.

	 	 	 
	 	5.5 	
      All shares of Common Stock issued under this Plan
      (including any shares of Common Stock and other securities issued with
      respect to the shares of Common Stock as a result of stock dividends,
      stock splits or similar changes in the capital structure of the Company)
      shall be subject to such restrictions as the Board or Committee shall
      provide, which restrictions may include, without limitation, restrictions
      concerning voting rights, transferability of the Common Stock and
      restrictions based on duration of employment with the Company, Company
      performance and individual performance; provided that the Board or
      Committee may, on such terms and conditions as it may determine to be
      appropriate, remove any or all of such restrictions. Common Stock may not
      be sold or encumbered until all applicable restrictions have terminated or
      expire. The restrictions, if any, imposed by the Board or Committee or the
      Board under this Section 5 need not be identical for all Common Stock and
      the imposition of any restrictions with respect to any Common Stock shall
      not require the imposition of the same or any other restrictions with
      respect to any other Common Stock.

	 	 	 
	 	5.6 	
      In the discretion of the Board or Committee, the Common
      Stock Agreement may provide that the Company shall have the a right of
      first refusal with respect to the Common Stock and a right to repurchase
      the vested Common Stock upon a termination of the Common Stockholder's
      employment with the Company, the termination of the Common Stockholder's
      consulting arrangement with the Company, the termination of the Common
      Stockholder's service on the Company's Board, or such other events as the
      Board or Committee may deem appropriate.

	 	 	 
	 	5.7 	
      The Board or Committee shall cause a legend or legends to
      be placed on certificates representing shares of Common Stock that are
      subject to restrictions under Common Stock Agreements, which legend or
      legends shall make appropriate reference to the applicable
      restrictions.




	6. 	
      AMENDMENT AND TERMINATION OF PLAN

	 	 	 
		6.1 	
      The Board may at any time, and from time to time, suspend
      or terminate the Plan in whole or in part or amend it from time to time in
      such respects as the Board may deem appropriate and in the best interest
      of the Company.







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	7. 	
      MISCELLANEOUS PROVISIONS

	 	 	 
		7.1 	
      No person shall have any claim or right to be granted
      Common Stock under the Plan, and the grant of Common Stock under the Plan
      shall not be construed as giving a Common Stockholder the right to be
      retained by the Company.

	 	 	 
		7.2 	
      Any expenses of administering this Plan shall be borne by
      the Company.

	 	 	 
		7.3 	
      Without amending the Plan, grants may be made to persons
      who are foreign nationals or employed outside the United States, or both,
      on such terms and conditions, consistent with the Plan's purpose,
      different from those specified in the Plan as may, in the judgment of the
      Committee, be necessary or desirable to create equitable opportunities
      given differences in tax laws in other countries.

	 	 	 
		7.4 	
      In addition to such other rights of indemnification as
      they may have as members of the Board or the Committee, the members of the
      Committee shall be indemnified by the Company against all costs and
      expenses reasonably incurred by them in connection with any action, suit
      or proceeding to which they or any of them may be party by reason of any
      action taken or failure to act under or in connection with the Plan
      thereunder, and against all amounts paid by them in settlement thereof
      (provided such settlement is approved by independent legal counsel
      selected by the Company) or paid by them in satisfaction of a judgment in
      any such action, suit or proceeding, except a judgment based upon a
      finding of bad faith; provided that upon the institution of any such
      action, suit or proceeding a Committee member shall, in writing, give the
      Company notice thereof and an opportunity, at its own expense, to handle
      and defend the same, before such Committee member undertakes to handle and
      defend it on his own behalf.