EXHIBIT
        4.2

       

      NON-QUALIFIED
        STOCK OPTION AGREEMENT

       

      THIS
        NON-QUALIFIED STOCK OPTION AGREEMENT is made as of November 13, 2008, by
        and
        between Yatinoo, Inc., a Delaware corporation having its principal executive
        offices at 510 Turnpike Street, Suite 103, Andover, MA 01845 (the “Grantor”),
        and [_____________________] an individual residing at
        [___________________________] (“Optionee”).

      


      WITNESSETH:

       

      WHEREAS,
        the
        Yatinoo, Inc. 2008 Employee Stock Incentive Plan was adopted by the Board
        of
        Directors (the “Board”) and the stockholders of the Grantor as of November 13,
        2008;

      


      WHEREAS,
        the
        Grantor desires to provide the Optionee with an opportunity to acquire or
        increase his proprietary interest in the business of the Grantor, and, through
        stock ownership, to possess an increased personal interest in its continued
        success and progress; and

      


      WHEREAS,
        the
        Grantor desires to increase the incentive of the Optionee to exert his utmost
        efforts to improve the business and increase the assets of the
        Grantor;

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants set forth in this Agreement and for
        other
        good and valuable consideration, the Grantor hereby grants the Optionee an
        option to purchase shares of common stock of the Grantor, $0.001 par value
        per
        share (the “Common
        Stock”),
        upon
        the following terms and conditions:

       

      1.    Option.

       

      Pursuant
        to the Yatinoo, Inc. 2008 Employee Stock Incentive Plan (the “Plan”),
        the
        Grantor hereby grants to the Optionee a non-qualified stock option (the
“Option”),
        not
        intended to qualify under Section 422 of the Internal Revenue Code of 1986,
        as
        amended, on the terms and conditions contained in the Plan, to purchase up
        to an
        aggregate of [_________] fully paid and non-assessable shares of Common Stock
        (the “Shares”).
        

       

      2.    Purchase
        Price.

       

      The
        purchase price (“Purchase
        Price”)
        for
        the Option shall be $4.00 per share. The Grantor shall pay all original issue
        or
        transfer taxes on the exercise of the Option and all other fees and expenses
        necessarily incurred by the Grantor in connection therewith.

       

      3.    Exercise
        of the Option.

       

      (a)    Except
        as
        otherwise set forth herein, no Option shall be exercisable until it has vested
        in accordance with the provisions of subsection (b) below. Any Option which
        vests and thereby becomes exercisable hereunder may be exercised in whole
        or in
        part, from time to time and at any time, until the Option lapses or terminates.
        If the Optionee’s exercise of any Option

       


      
        
           

        

        
          -
            1 -

          
            

          

        

        
           

        

      

       

      would
        require the Grantor to issue a fractional Share, the Grantor will not be
        required to issue such fractional Share but it shall pay the Optionee in
        cash
        the value of such fractional Share. Except as set forth in Section 5, all
        unexercised Options (whether or not vested) shall lapse and forever terminate
        on
        November 13, 2008.

       

      (b)    Options
        for the purchase of the Shares shall vest as follows: one-third (rounded
        to the
        nearest Share), or _________ Shares, shall vest and become exercisable on
        each
        of the three anniversary dates from the date of grant, starting on November
        13,
        2009 with the final one-third to vest on November 13, 2011. Notwithstanding
        the
        foregoing, in the event of a Material Transaction (as defined in Section
        8.1 of
        the Plan) the Option shall be assumed by the surviving entity with appropriate
        adjustments as determined by the Board of Directors of the Company, but in
        any
        event shall accelerate and be fully vested and immediately exercisable upon
        completion of the Material Transaction.

       

      4.    Manner
        of Exercise.

       

      Options
        that are exercisable may be exercised in whole or in part at any time during
        the
        option period by giving written notice to the Grantor specifying the number
        of
        Shares to be purchased, accompanied by payment in full of the purchase price,
        in
        cash or by check. Payment in full or in part may be made at the election
        of the
        Optionee (i) in the form of Common Stock owned by the Optionee (based on
        the
        Fair Market Value (as that term is defined in the Plan) of the Stock on the
        trading day before the Option is exercised) which is not the subject of any
        pledge or security interest which have been owned for more than 6 months
        or were
        purchased in the open market, (ii) by a “same day sale” commitment from a
        broker-dealer registered with FINRA to forward the exercise price of the
        Option
        directly to the Grantor; (iii) by cancellation of indebtedness of the Grantor
        to
        the Optionee; (iv) by waiver of consideration due to Optionee for services
        rendered; (v) by tender of a full recourse promissory note by the Optionee;
        (vi)
        by a combination of the foregoing, provided that the combined value of all
        cash
        and cash equivalents and the Fair Market Value of any shares surrendered
        to the
        Grantor is at least equal to such exercise price and except, with respect
        to
        (ii) above, such method of payment will not cause a disqualifying disposition
        of
        all or a portion of the Common Stock received upon exercise of an Incentive
        Option. An Optionee shall have the right to dividends and other rights of
        a
        stockholder with respect to shares of Common Stock purchased upon exercise
        of an
        Option at such time as the Optionee has given written notice of exercise
        and has
        paid in full for such shares and has satisfied such conditions that may be
        imposed by the Grantor with respect to the withholding of taxes. 

       

      Subject
        to the terms and conditions hereof, the Options shall be exercisable by notice
        to the Grantor on the form provided by the Grantor, a copy of which is attached
        hereto. In the event that the Options are being exercised by any person or
        persons other than the Optionee, the notice shall be accompanied by proof,
        satisfactory to the Grantor, of the right of such person or persons to exercise
        any right under this Agreement and the Plan.

       

      5.    Termination
        of Employment.

       

      (a)    In
        the
        event that the Optionee ceases to be an employee a member of the Board (a
        “Director”)
        or
        otherwise have a relationship with the Grantor (collectively,
“Employment”)


      
        
           

        

        
          -
            2 -

          
            

          

        

        
           

        

      


      (otherwise
        than by reason of his death or “total disability” (as defined in the Plan) or
        for Cause (as that term is defined in the Grantor’s by-laws), the Option may be
        exercised (if and to the extent that the Optionee was entitled to do so at
        the
        date of cessation of Employment) at any time within three months after such
        termination, but in no event after the expiration of the term of the Option.
        

      


      (b)    Intentionally
        left blank. 

      


      (c)    In
        the
        event of the death or total disability of the Optionee while employed or
        within
        three months after the cessation of being employed with the Grantor, the
        Option
        may be exercised (if and to the extent that the deceased Optionee was entitled
        to do so at the date of his death or total disability) by a legatee or legatees
        of the Optionee under such Optionee’s last will and testament or by his personal
        representatives or distributees, at any time within twelve months after his
        death or total disability, but in no event after the expiration of the term
        of
        the Option. 

       

      6.    Assignability
        of the Option.

       

      Except
        as
        specifically provided herein, the Optionee may not give, grant, sell, exchange,
        transfer legal title, pledge, assign or otherwise encumber or dispose of
        the
        Option herein granted or any interest therein, otherwise than by will or
        the
        laws of descent and distribution, and the Option herein granted shall be
        exercisable in whole or in part during the Optionee’s lifetime only by the
        Optionee or his guardian or legal representative. Any attempt to transfer,
        assign, pledge or otherwise dispose of, or to subject to execution, attachment
        or similar process, any Option contrary to the provisions hereof shall be
        void
        and ineffective and shall give no right to the purported
        transferee.

       

      7.    Stock
        as Investment.

       

      By
        accepting the Option herein granted, the Optionee agrees for himself and
        his
        heirs and legatees that, unless the Shares are sold pursuant to an effective
        registration statement under the Securities Act of 1933 (the “Securities
        Act”)
        or an
        exemption from registration, all Shares purchased hereunder shall be acquired
        for investment purposes only and not for sale or distribution, and upon the
        issuance of any or all of the Shares issuable under the Option, the Optionee,
        or
        his heirs or legatees receiving such Shares, shall deliver to the Grantor
        a
        representation in writing, that unless such Shares have been registered for
        resale they are being acquired in good faith for investment purposes only
        and
        not for sale or distribution. The Optionee hereby agrees that (s)he shall
        not be
        permitted to sell more than 25% of his vested options in any 12 month period.
        Grantor may place a “stop transfer” order with respect to such Shares with its
        transfer agent and place an appropriate restrictive legend on the stock
        certificate evidencing such Shares.

       

      8.    Restriction
        on Issuance of Shares.

       

      The
        Grantor shall not be required to issue or deliver any certificate for Shares
        purchased upon the exercise of the Option unless (a) the issuance of such
        Shares
        has been registered with the Securities and Exchange Commission under the
        Securities Act, or counsel to the Grantor shall have given an opinion that
        such
        registration is not required; (b) approval, to the extent

       


      
        
           

        

        
          -
            3 -

          
            

          

        

        
           

        

      


      required,
        shall have been obtained from any state regulatory body having jurisdiction
        thereof; and (c) permission for the listing of such shares shall have been
        given
        by any national securities exchange on which the Common Stock of the Grantor
        is
        at the time of issuance listed.

       

      9.    Adjustment
        on Changes in Capitalization.

       

      (a)    In
        the
        event of changes in the outstanding Common Stock of the Grantor by reason
        of
        stock dividends, stock splits, reverse stock splits, recapitalizations, mergers,
        consolidations, combinations or exchanges of shares, separations,
        reorganizations or liquidations, the number of shares of Common Stock as
        to
        which the Option may be exercised shall be correspondingly adjusted by the
        Grantor, and the Purchase Price shall be adjusted so that the product of
        the
        Purchase Price immediately after such event multiplied by the number of options
        subject to this Agreement immediately after such event shall be equal to
        the
        product of the Purchase Price multiplied by the number of shares subject
        to this
        Agreement immediately prior to the occurrence of such event.

       

      (b)    In
        the
        event of any consolidation or merger of the Grantor with or into another
        company, or the conveyance of all or substantially all of the assets of the
        Grantor to another company for solely stock and/or securities, the unexercised
        portion of the Option granted hereunder shall upon exercise thereafter entitle
        the holder thereof to such number of Shares or other securities or property
        to
        which a holder of Shares would have been entitled to upon such consolidation,
        merger or conveyance; and in any such case appropriate adjustment, as determined
        by the Board (or the board of directors of a successor entity) shall be made
        as
        set forth above with respect to any future changes in the capitalization
        of the
        Grantor or its successor entity. 

       

      (c)    Any
        adjustment in the number of Shares shall apply proportionately to only the
        unexercised portion of the Options granted hereunder. If fractions of a Share
        would result from any such adjustment, the Grantor (or successor entity)
        may,
        but is not required to, issue fractional shares in accordance with the Delaware
        General Corporation Law. 

       

      
        	10.	
                Rights
                  of Optionee.
                  

              


      

       

      The
        grant
        of the Option (or any other Option under this Agreement or any other agreement)
        in any year shall give the Optionee neither any right to similar grants in
        future years nor any right to be retained in the employ of the Grantor, such
        employment being terminable to the same extent as if the Plan and this Agreement
        were not in effect. The right and power of the Grantor to dismiss or discharge
        any employee is specifically and unqualifiedly unimpaired by this Agreement.
        Neither the Optionee nor any other person legally entitled to exercise any
        rights under this Agreement shall be entitled to any of the rights or privileges
        of a stockholder of the Grantor with respect to any Shares which may be issuable
        upon any exercise pursuant to this Agreement, unless and until the stock
        records
        of the Grantor reflect the issuance of such Shares.

       

      
        	11.	
                Notices. 

              


      

       

      Each
        notice or other communication relating to this Agreement shall be in writing
        and
        delivered in person or by registered mail to the Grantor at its office, 510
        Turnpike Street, Suite 103, Andover, MA 01845, to the attention of the Chief
        Financial Officer. All notices to the

       


      
        
           

        

        
          -
            4 -

          
            

          

        

        
           

        

      


      Optionee
        or other person or persons then entitled to exercise any right pursuant to
        this
        Agreement shall be delivered to the Optionee or such other person or persons
        at
        the Optionee’s address specified below the Optionee’s signature to this
        Agreement or at such other address as the Optionee or such other person may
        specify in writing to the Grantor by a notice delivered in accordance with
        this
        paragraph.

       

      
        	12.	
                Effect
                  Upon Employment.

              


      

       

      This
        Agreement does not give Optionee any right to continued service to the
        Grantor.

       

      
        	13.	
                Binding
                  Effect.

              


      

       

      Except
        as
        herein otherwise expressly provided, this Agreement shall be binding upon
        and
        inure to the benefit of the parties hereto, their successors legal
        representatives and assigns.

       

      
        	14.	
                Agreement
                  Subject to Plan.

              


      

       

      Notwithstanding
        anything contained herein to the contrary, this Agreement is subject to,
        and
        shall be construed in accordance with, the terms of the Plan, which is
        incorporated by reference herein and made a part of this Agreement as if
        fully
        set forth herein. In the event of any inconsistency between the terms hereof
        and
        the terms of the Plan, the terms of the Plan shall govern.

       

      
        	15.	
                Withholding.

              


      

       

      Optionee
        agrees to cooperate with the Grantor to take all steps necessary or appropriate
        for the withholding of any applicable taxes by the Grantor under law or
        regulation in connection therewith. In the event the Optionee does not make
        the
        required withholding payment at the time of exercise, the Grantor may make
        such
        provisions and take such steps as it, in its sole discretion, may deem necessary
        or appropriate for the withholding of any taxes that the Grantor is required
        by
        any law or regulation of any governmental authority, whether federal, state
        or
        local, domestic or foreign, to withhold in connection with the exercise of
        any
        Option, including, but not limited to, (i) the withholding of payment of
        all or
        any portion of such Option until the Optionee reimburses the Grantor for
        the
        amount the Grantor is required to withhold with respect to such taxes, or
        (ii)
        the canceling of any number of shares of Common Stock issuable upon exercise
        of
        such Option in an amount sufficient to reimburse the Grantor for the amount
        it
        is required to so withhold, (iii) the selling of any property contingently
        credited by the Grantor for the purpose of exercising such Option, in order
        to
        withhold or reimburse the Grantor for the amount it is required to so withhold,
        and/or (iv) withholding the amount due from the Optionee’s wages if he is
        employed by the Grantor or any subsidiary thereof.

       

      
        	16.	
                Miscellaneous.

              


      

       

      This
        Agreement shall be construed under the laws of the State of Delaware, without
        application to the principles of conflicts of laws. Headings have been included
        herein for convenience of reference only, and shall not be deemed a part
        of the
        Agreement. 

       


      
        
           

        

        
          -
            5 -

          
            

          

        

        
           

        

      


      


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

       

      YATINOO,
        INC.

       

      By:

        
          

        

      

      Name:
        Khaled Akid

      Title:
        CEO

       

       

      OPTIONEE

       

       

      
        
          

        

      

      Name:

       

       

      Optionee
        Address:

       

       

      Optionee
        Social Security No.:

       

       

      
        

      

       

       

      



      
        
           

        

        
          -
            6 -

          
            

          

        

        
           

        

      

       

      LETTER
        OF STOCK OPTION EXERCISE

       

      Dated_________

       

      Yatinoo,
        Inc.

      510
        Turnpike Street, Suite 103

      Andover,
        MA 01845

      


      Attention:
        Chief Financial Officer

       

      Ladies
        and Gentlemen:

       

      I
        wish to
        purchase the following shares of common stock of Yatinoo, Inc. pursuant to
        the
        non-qualified stock option granted to me on November 13, 2008 under the Yatinoo,
        Inc. 2008 Employee Stock Incentive Plan:

       

      Number
        of
        Non-qualified Stock Option shares being purchased 

       

      hereby
        (the “Shares”): ________________________________

       

      The
        purchase price for the Shares is $[___] per Share. My check payable to Yatinoo,
        Inc. in the amount of $________ in payment of the purchase price is enclosed.*
        Please issue the stock certificate(s) for these Shares in my name as
        follows:

       

      _______________________________________________________

      **Name

       

      _______________________________________________________

       

      _______________________________________________________

      Address

       

      _______________________________________________________

      Social
        Security Number

       

      Sincerely
        yours,

       

      _______________________________

      Signature

       

      (    )                                                       

      Office
        Telephone/Home Telephone

       

       

      
        	*	
                If
                  stock is used in payment, please contact the CEO of the Company,
                  Khaled
                  Akid, at 978-222-9813.

              


      

      


      
        	**	
                If
                  you wish to have the Shares issued in your name and that of another
                  person
                  jointly, we suggest that the following form be used: “(Your name) and
                  (name of other person), as joint tenants with right of survivorship.”
                  

              


      

       

       

       

      -
        7
        -