Unassociated Document


    Exhibit
      10.2

    
 

    KESSELRING
      HOLDING CORPORATION

    EMPLOYEE
      NONSTATUTORY STOCK OPTION AGREEMENT

    
      


    

    


    This
      Employee Nonstatutory
      Stock Option Agreement ("Agreement") is made and
      entered into as of the date set forth below, by and between KESSELRING HOLDING
      CORPORATION, a Delaware corporation (the "Company"), and the
      following employee of the Company ("Optionee"):

    


    In
      consideration of the covenants
      herein set forth, the parties hereto agree as follows:

    


    1.  Option
      Information.

    
      	
               

            	
              (a)

            	
              Date
                of Option:

            	
              December
                12, 2007

            


    

    
      	
               

            	
              (b)

            	
              Optionee:

            	
              Douglas
                Badertscher

            


    

    
      	
               

            	
              (c)

            	
              Number
                of Shares:

            	
              2,500,000
                of which 625,000 shall vest on

            


    

    
      	
               

            	
              November
                15, 2007, 625,000 shall vest on February 15, 2008, 625,000 shall
                vest on
                May 15, 2008 and 625,000 shall vest on August 15,
                2008

            


    

    
      	
               

            	
              (d)

            	
              Exercise
                Price:

            	
              $0.30

            


    

    


    2.  Acknowledgements.

    (a)
      Optionee is an employee of the
      Company.

    


    
      	
               

            	
              (b)
                The Board of Directors (the "Board" which term shall
                include an authorized committee of the Board of Directors) and
                shareholders of the Company have heretofore adopted a 2007 Incentive
                Stock
                Plan (the "Plan"), pursuant to which this Option is being
                granted; and

            


    

    


    
      	
               

            	
              (c)
                The Board has authorized the granting to Optionee of a nonstatutory
                stock
                option ("Option") to purchase shares of common stock of
                the Company ("Stock") upon the terms and conditions
                hereinafter stated and pursuant to an exemption from registration
                under
                the Securities Act of 1933, as amended (the "Securities
                Act") provided by Rule 701
                thereunder.

            


    

    


    3.  Shares;
      Price.  Company hereby grants to Optionee the right to purchase,
      upon and subject to the terms and conditions herein stated, the number of shares
      of Stock set forth in Section 1(c) above (the "Shares") for
      cash (or other consideration as is authorized under the Plan and acceptable
      to
      the Board of Directors of the Company, in their sole and absolute discretion)
      at
      the price per Share set forth in Section 1(d) above (the "Exercise
      Price).

    


    4.  Term
      of Option;
      Continuation of Service.  This Option shall expire, and all rights
      hereunder to purchase the Shares shall terminate, five (5) years from the date
      hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof
      upon, and as of the date of, the termination of Optionee's employment if such
      termination occurs prior to the end of such five (5) year period. Nothing
      contained herein shall confer upon Optionee the right to the continuation of
      his
      or her employment by the Company or to interfere with the right of the Company
      to terminate such employment or to increase or decrease the compensation of
      Optionee from the rate in existence at the date hereof.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    5.  Vesting
      of
      Option.  Subject to the provisions of Sections 7 and 8 hereof,
      this Option shall become exercisable as set forth under Section 1(c) of this
      Agreement.

    


    6.  Exercise.  This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix A, (b) a check or cash in the amount of the Exercise
      Price of the Shares covered by the notice (or such other consideration as has
      been approved by the Board of Directors consistent with the Plan) and (c) a
      written investment representation as provided for in Section 13 hereof.
      Notwithstanding anything to the contrary contained in this Option, this Option
      may be exercised by presentation and surrender of this Option to the Company
      at
      its principal executive offices with a written notice of the holder’s intention
      to effect a cashless exercise, including a calculation of the number of shares
      of Common Stock to be issued upon such exercise in accordance with the terms
      hereof (a “Cashless Exercise”).  In the event of a Cashless Exercise,
      in lieu of paying the Exercise Price in cash, the holder shall surrender this
      Option for that number of shares of Common Stock determined by multiplying
      the
      number of Shares to which it would otherwise be entitled by a fraction, the
      numerator of which shall be the difference between the then current Market
      Price
      per share of the Common Stock and the Exercise Price, and the denominator of
      which shall be the then current Market Price per share of Common
      Stock.  For example, if the holder is exercising 100,000 Options with
      a per Warrant exercise price of $0.75 per share through a cashless exercise
      when
      the Common Stock’s current Market Price per share is $2.00 per share, then upon
      such Cashless Exercise the holder will receive 62,500 shares of Common
      Stock.  Market Price is defined as the average of the last reported
      sale prices on the principal trading market for the Common Stock during the
      five
      (5) trading days immediately preceding such date.  This Option shall
      not be assignable or transferable, except by will or by the laws of descent
      and
      distribution, and shall be exercisable only by Optionee during his or her
      lifetime, except as provided in Section 8 hereof.

    


    7.  Termination
      of
      Employment.  If Optionee is terminated "for cause" or the Optionee
      resigns without “good reason”, as such terms are defined in the certain Amended
      and Restated Employment Agreement entered by and between the Company and
      Optionee (the “Employment Agreement”), this Option shall automatically terminate
      as to all Shares covered by this Option that have not vested in accordance
      with
      Section 1(c) prior to such termination.  If the Optionee is terminated
“without cause” or if the Employment Agreement is terminated for “good reason”
by the Optionee, as such terms are defined in the Employment Agreement, then
      the
      Optionee shall continue to have rights as set forth under this Agreement with
      respect to all Shares covered by this Option regardless of whether such Options
      have vested pursuant to Section 1(c).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Unless
      earlier terminated, all rights
      under this Option shall terminate in any event on the expiration date of this
      Option as defined in Section 4 hereof.

    


    8.  Death
      of
      Optionee.  If the Optionee shall die while in the employ of the
      Company, Optionee's personal representative or the person entitled to Optionee's
      rights hereunder may at any time within six (6) months after the date of
      Optionee's death, or during the remaining term of this Option, whichever is
      the
      lesser, exercise this Option and purchase Shares to the extent, but only to
      the
      extent, that Optionee could have exercised this Option as of the date of
      Optionee's death; provided, in any case, that this Option may be so exercised
      only to the extent that this Option has not previously been exercised by
      Optionee.

    


    9.  No
      Rights as
      Shareholder.  Optionee shall have no rights as a shareholder with
      respect to the Shares covered by any installment of this Option until the
      effective date of issuance of the Shares following exercise of this Option,
      and
      no adjustment will be made for dividends or other rights for which the record
      date is prior to the date such stock certificate or certificates are issued
      except as provided in Section 10 hereof.

    


    10.  Recapitalization.  Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having been "effected without receipt of consideration by the
      Company".

    


    In
      the event of a proposed dissolution
      or liquidation of the Company, a merger or consolidation in which the Company
      is
      not the surviving entity, or a sale of all or substantially all of the assets
      or
      capital stock of the Company (collectively, a
      "Reorganization"), this option shall fully vest.

    


    If
      the Company shall be the surviving
      entity in any merger or consolidation, this Option thereafter shall pertain
      to
      and apply to the securities to which a holder of Shares equal to the Shares
      subject to this Option would have been entitled by reason of such merger or
      consolidation, and the installment provisions of Section 5 shall continue to
      apply.

    


    In
      the event of a change in the shares
      of the Company as presently constituted, which is limited to a change of all
      of
      its authorized Stock without par value into the same number of shares of Stock
      with a par value, the shares resulting from any such change shall be deemed
      to
      be the Shares within the meaning of this Option.

    


    To
      the extent that the foregoing
      adjustments relate to shares or securities of the Company, such adjustments
      shall be made by the Board, whose determination in that respect shall be final,
      binding and conclusive. Except as hereinbefore expressly provided, Optionee
      shall have no rights by reason of any subdivision or consolidation of shares
      of
      Stock of any class or the payment of any stock dividend or any other increase
      or
      decrease in the number of shares of stock of any class, and the number and
      price
      of Shares subject to this Option shall not be affected by, and no adjustments
      shall be made by reason of, any dissolution, liquidation, merger, consolidation
      or sale of assets or capital stock, or any issue by the Company of shares of
      stock of any class or securities convertible into shares of stock of any
      class.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    The
      grant of this Option shall not
      affect in any way the right or power of the Company to make adjustments,
      reclassifications, reorganizations or changes in its capital or business
      structure or to merge, consolidate, dissolve or liquidate or to sell or transfer
      all or any part of its business or assets.

    


    11.  Taxation
      upon
      Exercise of Option.  Optionee understands that, upon exercise of
      this Option, Optionee will recognize income, for Federal and state income tax
      purposes, in an amount equal to the amount by which the fair market value of
      the
      Shares, determined as of the date of exercise, exceeds the Exercise Price.
      The
      acceptance of the Shares by Optionee shall constitute an agreement by Optionee
      to report such income in accordance with then applicable law and to cooperate
      with Company in establishing the amount of such income and corresponding
      deduction to the Company for its income tax purposes. In the event that the
      Company should become liable with respect to withholding for federal or state
      income and employment tax purposes (the “Tax Liability”) as a result of the
      Optionee’s exercise of this Option, the Optionee shall reimburse the Company for
      the Tax Liability prior to such Tax Liability becoming due.

    


    12.  Modification,
      Extension and Renewal of Options.  The Board or Committee, as
      described in the Plan, may modify, extend or renew this Option or accept the
      surrender thereof (to the extent not theretofore exercised) and authorize the
      granting of a new option in substitution therefore (to the extent not
      theretofore exercised), subject at all times to the Plan and the
      Code.  Notwithstanding the foregoing provisions of this Section 12, no
      modification shall, without the consent of the Optionee, alter to the Optionee's
      detriment or impair any rights of Optionee hereunder.

    


    13.  Investment
      Intent;
      Restrictions on Transfer.

    


    
      	
               

            	
              (a)  Optionee
                represents and agrees that if Optionee exercises this Option in whole
                or
                in part, Optionee will in each case acquire the Shares upon such
                exercise
                for the purpose of investment and not with a view to, or for resale
                in
                connection with, any distribution thereof; and that upon such exercise
                of
                this Option in whole or in part, Optionee (or any person or persons
                entitled to exercise this Option under the provisions of Sections
                7 and 8
                hereof) shall furnish to the Company a written statement to such
                effect,
                satisfactory to the Company in form and substance. If the Shares
                represented by this Option are registered under the Securities Act,
                either
                before or after the exercise of this Option in whole or in part,
                the
                Optionee shall be relieved of the foregoing investment representation
                and
                agreement and shall not be required to furnish the Company with the
                foregoing written statement.

            


    

    


    
      	
               

            	
              (b)  Optionee
                further represents that Optionee has had access to the financial
                statements or books and records of the Company, has had the opportunity
                to
                ask questions of the Company concerning its business, operations
                and
                financial condition, and to obtain additional information reasonably
                necessary to verify the accuracy of such
                information

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              (c)  Unless
                and until the Shares represented by this Option are registered under
                the
                Securities Act, all certificates representing the Shares and any
                certificates subsequently issued in substitution therefor and any
                certificate for any securities issued pursuant to any stock split,
                share
                reclassification, stock dividend or other similar capital event shall
                bear
                legends in substantially the following
                form:

            


    

    


    
      	
            	
              
                THESE
                  SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                  THE
                  SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                  OR
                  SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY
                  INTEREST
                  THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
                  OF IN THE
                  ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                  SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                  THEREFROM.

              

            	
               

            


    

    


    and/or
      such other legend or legends as the Company and its counsel deem necessary
      or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

    


    14.  Stand-off
      Agreement.  Optionee agrees that, in connection with any
      registration of the Company's securities under the Securities Act pursuant
      to a
      public offering, and upon the request of the Company or any underwriter managing
      an underwritten offering of the Company's securities, Optionee shall not sell,
      short any sale of, loan, grant an option for, or otherwise dispose of any of
      the
      Shares (other than Shares included in the offering) without the prior written
      consent of the Company or such managing underwriter, as applicable, for a period
      of at least one year following the effective date of registration of such
      offering.

    


    15.  Notices.  Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, five (5) days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided by Optionee for
      his
      or her employee records.

    


    16.  Agreement
      Subject to
      Plan; Applicable Law.  This Option is made pursuant to the Plan
      and shall be interpreted to comply therewith. A copy of such Plan is available
      to Optionee, at no charge, at the principal office of the Company. Any provision
      of this Option inconsistent with the Plan shall be considered void and replaced
      with the applicable provision of the Plan. This Option has been granted,
      executed and delivered in the State of Delaware, and the interpretation and
      enforcement shall be governed by the laws thereof and subject to the exclusive
      jurisdiction of the courts therein.

    


    In
      Witness Whereof,
      the parties hereto have executed this Option as of the date first above
      written.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              COMPANY:

            	
              KESSELRING
                HOLDING CORPORATION,

              a
                Delaware corporation

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Cliff
              Wildes	 
	 	 	Name:
              Cliff Wildes	 
	 	 	Title:
              Chairman	 
	 	 	 	 


    

     

    
      	
              OPTIONEE:

            	 	 	 
	 	
              By:
                

            	/s/ Douglas
              Badertscher	 
	 	 	
              (signature)

            	 
	 	 	
              Name: Douglas
                Badertscher

            	 
	 	 	 	 


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    Appendix
      A

    


    NOTICE
      OF EXERCISE

    


    KESSELRING
      HOLDING CORPORATION

    _________________

    _________________

    _________________

    


    Re:
      Nonstatutory Stock
      Option

    


    1)           Notice
      is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
      that I elect to purchase the number of shares set forth below at the exercise
      price set forth in my option agreement:

    


    Nonstatutory
      Stock Option Agreement
      dated: ____________

    


    Number
      of shares being purchased:
      ____________

    


    Exercise
      Price:
      $____________

    


    A
      check in the amount of the aggregate
      price of the shares being purchased is attached.

    


    OR

    


    2)           I
      elect a cashless exercise pursuant to Section 6 of my Nonstatutory Stock Option
      Agreement.  The Average Market Price as of _______ was
      $_____.

    


    I
      hereby confirm that such shares are
      being acquired by me for my own account for investment purposes, and not with
      a
      view to, or for resale in connection with, any distribution thereof. I will
      not
      sell or dispose of my Shares in violation of the Securities Act of 1933, as
      amended, or any applicable federal or state securities laws. Further, I
      understand that the exemption from taxable income at the time of exercise is
      dependent upon my holding such stock for a period of at least one year from
      the
      date of exercise and two years from the date of grant of the
      Option.

    


    I
      understand that the certificate
      representing the Option Shares will bear a restrictive legend within the
      contemplation of the Securities Act and as required by such other state or
      federal law or regulation applicable to the issuance or delivery of the Option
      Shares.

    


    I
      agree to provide to the Company such
      additional documents or information as may be required pursuant to the Company's
      2007 Incentive Stock Plan.

     

    
      	 	 	 
	 	 	 	 
	 	
              By:
                

            	/s/ 	 
	 	 	
              (signature)

            	 
	 	 	Name: 	 
	 	 	 	 


    

     

     

     

    7