Exhibit 10.2
                   STOCK OPTION AGREEMENT

                    THIS   STOCK   OPTION  AGREEMENT   (this
"Agreement"),  made this   10th   day  of August,  2005,  by
and  between  Digital  Lifestyles Group,  Inc.,  a  Delaware
corporation  (the  "Company") and Andy Teng,  an  individual
having a residence of Diamond Bar, California ("Optionee").


                    W I T N E S S E T H:
                    --------------------

                    WHEREAS,    pursuant  to  an  Employment
Agreement,   dated as of even date herewith, by and  between
the  Company and Optionee (the "Employment  Agreement"), the
Company  desires  to  afford  Optionee  the  opportunity  to
acquire  the  Company's common stock, $0.03  par  value  per
share  ("Common Stock"),  so that Optionee may have a direct
proprietary interest in the Company's success; and

                  WHEREAS, the Compensation Committee of the
Board  of  Directors  of the Company (the  "Committee")  has
approved    the  grant  of  the  stock  option  contemplated
hereunder.

                   NOW,    THEREFORE,   in consideration  of
the  covenants and agreements herein contained, the  parties
hereto hereby agree as follows:

                   1. Grant of Option.  Subject  to the term
and   conditions   set forth  herein,  the  Company   hereby
grants  to  Optionee,  during  the  period commencing on the
date  of  this Agreement and ending on the close of business
on  the  day  of the third (3rd)  anniversary  of  the  date
hereof (the "Termination Date"), the right and  option  (the
right  to  purchase  any one share of Common Stock hereunder
being  an "Option") to purchase from the Company, at a price
of  $0.20  per  share (the "Option Price"), an aggregate  of
3,000,000  shares  of Common Stock (the  "Option   Shares"),
on a fully diluted basis, as of the Effective
Date (as defined in the Employment Agreement).

                   2.  Limitation  on  Exercise  of  Option.
Subject  to  the terms and conditions set forth herein,  the
Option will vest and become exercisable as to 8.333% of  the
Option   Shares  subject  to the  Options on and  after  the
first  monthly  anniversary of the Effective Date and as  to
any  additional  8.333%  of such  shares  on  each   monthly
anniversary   thereafter  until the Option is  100%  vested;
provided,   that,   Optionee  is  still   employed   by  the
Company  on  such  anniversary dates.   Notwithstanding  the
foregoing,  upon  a  Change in Control (as  defined  in  the
Employment   Agreementthe  Company's  2004  Stock  Incentive
Option),   the  unvested portion of the Option shall  become
automatically   vested  and  exercisable;  provided,   that,
Optionee   is  employed by the Company on the date  of  such
Change in Control.

<PAGE>

                    3.    Termination  of  Employment.   Any
unvested  Options  held  by  Optionee  upon  termination  of
employment for any reason shall terminate and cease  to   be
exercisable   and   any   vested   Options   shall    remain
exercisable   and outstanding for 1890 days  following  such
termination   (but  in  no  event beyond  the  term  of  the
Option), and shall thereafter  terminate.  Nothing  in  this
Agreement shall confer upon Optionee any right or obligation
to continue in the employ of the Company or limit in any way
the right of the Company or Optionee to terminate Optionee's
employment at any time and for any reason (or no reason).

                  4. Method of Exercising Option.

                   (a)  Options,  to the extent  vested  and
exercisable,  may be exercised,  in whole or  in  part,   by
giving  written  notice of  exercise to the Company in  such
form  as  may  be   approved by the  Company   which   shall
specify, among other  items,  the number of shares of Common
Stock  to  be  purchased,  any restrictions imposed  on  the
Option  Shares,  and any  representations,   warranties  and
agreements  regarding  Optionee's   investment  intent   and
access  to information as may be required by the Company  to
comply   with   applicable   law.   Such  notice  shall   be
accompanied  by  the payment in full of  the  Option  Price.
Such payment shall be made in cash or by check.

                   (b)  At  the  time of exercise,  Optionee
shall  pay  to the Company such amount as the Company  deems
necessary  to  satisfy its obligation to  withhold  Federal,
state  or local income or other taxes incurred by reason  of
the  exercise of Options granted  hereunder,  if  any.  Such
payment shall be made in cash or by check.

                    5.   Issuance  of  Shares.   Except   as
otherwise   provided  in  this  Agreement,  as  promptly  as
practicable  after receipt of such written  notification  of
exercise  and  full  payment of the Option   Price  and  any
required  income tax withholding,  the Company  shall  issue
or   transfer  to Optionee  the number of Option Shares with
respect  to  which   Options have been so   exercised,   and
shall  deliver to  Optionee a  certificate  or  certificates
therefor,  registered  in Optionee's name.

                   6.   Representations  and  Warranties  of
Optionee.   Optionee represents and warrants to the  Company
that:

                   (a)  Optionee  has  received  a copy  of,
and    has   read   and  understands,   the  terms  of  this
Agreement,   and  agrees  to  be  bound  by  its  terms  and
conditions. Optionee acknowledges that there may be  adverse
tax  consequences  upon  the  exercise  of  the  Options  or
disposition  of the shares of Common Stock once   exercised,
and  that  Optionee  should  consult a tax adviser prior  to
such time.

<PAGE>

                    (b)  Optionee  has  had  access  to  all
information   regarding the Company  and  its  present   and
prospective  business,  assets,  liabilities  and  financial
condition that Optionee  reasonably  considers important  in
making  the  decision  to purchase  the  Common  Stock,  and
Optionee has had ample opportunity to ask questions  of  the
Company's representatives  concerning such matters and  this
investment.

                  (c)  Optionee  is fully  aware of: (i) the
highly   speculative  nature  of  the   investment   in  the
Common   Stock;   (ii)  the   financial   hazards  involved;
(iii)  the  lack of liquidity of the Common  Stock  and  the
restrictions on  transferability  of the Common Stock (e.g.,
that  Optionee  may not be able to sell or  dispose  of  the
Common  Stock  or use them as collateral  for loans);   (iv)
the  qualifications and backgrounds of the management of the
Company;  and (v) the tax  consequences  of  investment   in
the  Common   Stock.  Optionee is capable of evaluating  the
merits  and  risks of this investment,  has the  ability  to
protect Optionee's  own  interests in this  transaction  and
is   financially  capable of bearing a total  loss  of  this
investment.

                  (e) At no time was Optionee presented with
or solicited by any publicly issued or circulated newspaper,
mail,   radio,    television  or  other  form   of   general
advertising or solicitation  in connection with  the  offer,
sale and purchase of the Common Stock.

                    (f)   Optionee  agrees  to   sign   such
additional documentation as may reasonably be required  from
time to time by the Company.

                   (g)  Optionee's  principal  residence  is
located in the State of California.

                    7.   Compliance  with  Securities  Laws.
Optionee understands and acknowledges  that the Common Stock
has   been    registered   with  the   Securities   Exchange
Commission    (the  "SEC")   under  the    Securities    Act
and   that,  notwithstanding  any other  provision   of  the
Agreement  to the  contrary,  the vesting and holding of the
Common  Stock is expressly conditioned upon compliance  with
the  Securities  Act and all  applicable  state   securities
laws.   Optionee  agrees to cooperate with  the  Company  to
ensure  compliance with such laws.

                    8.    Optionee.   Whenever    the   word
"Optionee"   is  used in any provision  of  this   Agreement
under  circumstances  where the  provision  should logically
be    construed   to   apply  to  the   beneficiaries,   the
executors,  the administrators,  or the person or persons to
whom  the Options may be transferred by will or by the  laws
of  descent and distribution, the word "Optionee"  shall  be
deemed to include such person or persons.

                   9.  Non-Transferability.  The Options are
not  transferable by Optionee otherwise than to a designated
beneficiary upon death or by will or the laws of descent and
distribution, and are exercisable during Optionee's lifetime
only  by  him/her.   No   assignment   or  transfer  of  the
Options,   or  of the rights represented  thereby,   whether
voluntary  or involuntary,  by operation of law or otherwise
(except  to a designated  beneficiary,  upon death, by  will
or  the laws of descent  and  distribution),  shall vest  in
the   assignee or  transferee  any interest or right  herein
whatsoever,   but   immediately   upon  such  assignment  or
transfer  the  Options  shall terminate  and  become  of  no
further effect.

<PAGE>

                  10.  Rights as Shareholder.  Optionee or a
transferee   of  the  Options   shall  have  no  rights   as
shareholder  with respect to any Option Shares until  he/she
shall   have   become the  holder of record of such   share,
and  no  adjustment   shall  be  made  for   dividends    or
distributions  or other  rights in respect of  such   Option
Shares  for which the record  date is prior to the date upon
which he shall become the holder of record thereof.

                  11. Adjustments.

                   (a)  Capitalization Adjustments.  In  the
event of any dividend or  other  distribution  (whether   in
the   form  of  cash,  Common  Stock,  other securities,  or
other  property), recapitalization, reclassification,  stock
split,   reverse   stock  split,  reorganization,    merger,
consolidation, split-up, spin-off, combination,  repurchase,
liquidation,   dissolution, or sale, transfer,  exchange  or
other   disposition  of  all or substantially   all  of  the
assets  or  stock of the Company,  or  exchange  of   Common
Stock  or  other  securities  of the  Company, issuance   of
warrants  or  other  rights  to  purchase  Common  Stock  or
other securities of the Company,  or other similar corporate
transaction  or  event (an "Event"), and  in  the  Company's
opinion,  such event affects the Common Stock such  that  an
adjustment  is determined by the Company to be   appropriate
in order to prevent  dilution or enlargement of the benefits
or  potential  benefits intended to be made available  under
this  Agreement,  then the Company  shall,  in such   manner
as  it may deem  equitable,  including,  without limitation,
adjust  any or all of the  following:  (i) the  number   and
kind of shares  of Common  Stock  (or  other  securities  or
property)  subject  to any outstanding  Options and (ii) the
Option  Price  with  respect to any Option.   The  Company's
determination  under  this  Section  13(a)  shall be made in
its sole discretion.

                   (b)  Termination  of  Options.  Upon  the
occurrence  of  an  Event  or  similar  corporate  event  or
transaction  in which  outstanding  Options are  not  to  be
assumed or otherwise  continued  following such an Event  or
similar corporate event or  transaction,  the  Company   may
provide   that  such  Option  shall be exercisable  (whether
or  not   vested) as to all shares  covered  thereby for  at
least   ten  (10)  days  prior  to such  Event  or   similar
corporate    event   or  transaction  and  shall  thereafter
terminate.

                     (c)    Future     Transactions.     The
existence   of   this   Option  Agreement  and  the  Options
granted   hereunder shall not affect or restrict in any  way
the right or power of the Company or the shareholders of the
Company    to    make    or   authorize   any    adjustment,
recapitalization,  reorganization or  other  change  in  the
Company's capital structure or its business,  any merger  or
consolidation  of the  Company,  any issue of  stock  or  of
options,  warrants or rights to purchase stock or of  bonds,
debentures,  preferred  or  prior  preference  stocks  whose
rights  are  superior to or affect the Common  Stock or  the
rights    thereof   or  which  are  convertible    into   or
exchangeable  for  Common  Stock,  or the  dissolution  or
  liquidation  of the  Company,  or any sale or transfer  of
all  or  any part of its assets or  business,  or any  other
corporate   act  or   proceeding,   whether  of  a   similar
character or otherwise.

                   12.  Compliance with Law. Notwithstanding
any  of the provisions hereof,  Optionee  hereby agrees that
he/she will not exercise the Options,  and that the  Company
will  not be  obligated  to issue or  transfer  any   shares
to  Optionee   hereunder,   if the exercise  hereof  or  the
issuance  or  transfer  of such shares  shall  constitute  a
violation  by  Optionee or the Company of any provisions  of
any  law or regulation of any  governmental  authority.  Any
determination  in  this connection by the Company  shall  be
final,  binding  and conclusive.  The Company  shall  in  no
event be obliged to register any securities pursuant to  the
Securities Act as now in effect or as hereafter amended)  or
to  take any other affirmative action in order to cause  the
exercise of the Options or the issuanceor transfer of shares
pursuant   thereto to comply with any law or  regulation  of
any governmental authority.

<PAGE>

                  13.     Notice.   Every  notice  or  other
communication   relating  to this  Agreement   shall  be  in
writing,   and shall be mailed to or delivered to the  party
for  whom  it is  intended  at such  address  as  may   from
time  to  time be designated  by it in a notice   mailed  or
delivered  to the other party as herein provided;  provided,
that,  unless and until some other address be so designated,
all notices or  communications  by  Optionee  to the Company
shall be mailed or delivered to the Company at its principal
executive office,  and all notices or communications by  the
Company  to Optionee may be given to Optionee personally  or
may  be  mailed  to him at his address as  recorded  in  the
records of the Company.

                  14.    Nonqualified  Stock  Options.   The
Options  granted hereunder are not intended to be  incentive
stock  options  within the meaning of  Section  422  of  the
Internal Revenue Code of 1986, as amended (the "Code").

                  15.  Binding Effect.  Subject  to  Section
11   hereof,  this Agreement  shall  be  binding   upon  the
heirs,   executors,  administrators  and successors  of  the
parties hereto.

                  16.   Governing Law.  This Agreement shall
be  construed in accordance with and governed by the laws of
the State of California,  without regard to its conflicts of
law principles.

                  17.    Severability.  If  any   provisions
of  this  Agreement  as applied  to any  circumstance  shall
be   adjudged   by a court to be  invalid  or unenforceable,
the same  shall in no way  affect  any other  provision   of
this  Agreement,  the application of such provision  in  any
other   circumstances or the validity or  enforceability  of
this Agreement.

                  18.  Entire  Agreement.    This  Agreement
constitutes the entire agreement  between the parties   with
respect  to the subject  matter  hereof and supersedes   all
prior   agreements  and  understandings,  written  or  oral,
with   respect   thereto.   Option  acknowledges  that  this
Agreement  fully  satisfies the Company's obligations  under
the  Employment Agreement with respect to the subject matter
hereof.

                  19. Amendment.   No term of this Agreement
may  be amended, nor may the observance of any term of  this
Agreement  be  waived (either generally or in  a  particular
instance and either retroactively or prospectively),  except
by  an instrument in writing and signed by the party against
whom such amendment or waiver is sought to be enforced.

<PAGE>

                   20. Counterparts.  This Agreement may  be
executed  in two or more counterparts, each of which   shall
be   deemed  an  original,  but all of which together  shall
constitute one and the same instrument.

                  21.    Jurisdiction.  Optionee    consents
to    the    personal  jurisdiction  of the  courts  of  the
County  of  Los Angeles and State of California and  of  the
United  States District Court for the Southern  District  of
California,  each   as  may  have  competent   jurisdiction,
with   respect   to  any   dispute  or controversy   arising
under or in connection  with this Agreement and agrees  that
process  issued out of any such court or in accordance  with
the rules of practice of such court may be served by mail or
other  form  of   substituted  service  to  at  the  address
provided   in the  Preamble.  Optionee  also agrees  not  to
bring  any  dispute  or  controversy  arising  under  or  in
connection   with  this  Agreement  in  any  other    court.
Optionee  waives  any  defense  of  inconvenient  forum   to
the  maintenance   of  any   dispute   or   controversy   so
brought   and  waives any bond, surety,  or other   security
that  may be required of any other party hereto with respect
such  dispute or controversy. Nothing contained herein shall
be  deemed to prevent the Company from effecting service  of
process upon Optionee in any other manner permitted  by  law
or  from  commencing   any  action  in  any   court   having
competent jurisdiction.

                    [signature page next]


<PAGE>


       IN  WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


                    DIGITAL LIFESTYLES GROUP, INC.



                      By: /s/ Jay Furrow
                      ----------------
                      Name:    Jay Furrow
                      Title: Director



                       /s/ Andy Teng
                       -------------------
                       Andy Teng