Exhibit 10.2

                            ORDERPRO LOGISTICS, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT

     THIS STOCK OPTION AGREEMENT is made and entered into as of this ____ day of
______________,  ____,  by  and  between  OrderPro  Logistics,  Inc.,  a  Nevada
corporation  ("Company"),  and  ________________________________   (referred  to
herein as the "Optionee"), with reference to the following recitals of facts:

     WHEREAS,   the  Board  has   authorized  the  granting  to  Optionee  of  a
     nonstatutory  stock option ("Option") to purchase shares of common stock of
     the  Company  (the  "Shares")  upon the  terms and  conditions  hereinafter
     stated; and

     WHEREAS, the Board has heretofore adopted a 2002 Incentive and Nonstatutory
     Stock  Option  Plan (the  "Plan"),  pursuant  to which this Option is being
     granted;

     WHEREAS,  it is  the  intention  of  the  parties  that  this  Option  be a
     Nonstatutory Stock Option;

NOW, THEREFORE,  in consideration of the covenants herein set forth, the parties
hereto agree as follows:

1. SHARES;  PRICE.  The Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated,  ___________  Shares
for cash (or other  consideration  acceptable  to the Board of  Directors of the
Company, in their sole and absolute discretion) at the price of $____ per Share,
such price being  determined in accordance with the Plan. This option is void if
the Plan is not approved by a majority of the Company's  Shareholders  within 12
months before or after the date the Plan was adopted by the  Company's  Board of
Directors.

2. TERM OF OPTION; CONTINUATION OF EMPLOYMENT. This Option shall expire, and all
rights hereunder to purchase the Shares shall terminate, ten (10) years from the
date hereof.  This Option shall earlier  terminate subject to Paragraphs 5 and 6
hereof if, and as of the date, Optionee ceases to be an employee,  director,  or
consultant  of the  Company.  Nothing  contained  herein  shall be  construed to
interfere in any way with the right of the Company to terminate  the  employment
or  engagement,  as  applicable,  of Optionee  or to  increase  or decrease  the
compensation of Optionee from the rate in existence at the date hereof.

3. VESTING OF OPTION.  Subject to the  provisions  of Paragraphs 5 and 6 hereof,
this  Option  shall vest and become  exercisable  during the term of  Optionee's
employment  or  engagement  in  whole or in part  beginning  on the date of this
Agreement.

4. EXERCISE.  This Option shall be exercised by delivery to the Company of (a) 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
purchase price of the Shares covered by the notice,  and (c) a written statement
as provided for in Paragraph 11 hereof.  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.

5. TERMINATION OF EMPLOYMENT OR ENGAGEMENT.  If Optionee shall cease to serve as
an employee,  director,  or  consultant  of the Company for any reason,  whether
voluntarily or  involuntarily,  other than by his or her death or the conclusion
of the term of a written  consulting  agreement,  provided such term exceeds one

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year,  Optionee  shall have the right at any time within  thirty (30) days after
date Optionee ceases to be an employee,  director, or consultant of the Company,
or the remaining  term of this Option,  whichever is the lesser,  to exercise in
whole or in part this  Option to the extent,  but only to the extent,  that this
Option  was  exercisable  as of the last day of  employment  or  engagement,  as
applicable,  and had not previously been exercised;  provided,  however, that if
Optionee's  termination  of  employment  or  engagement  was caused by permanent
disability  disabled  (within the meaning of Section  22(e)(3) of the Code), the
foregoing thirty (30) day period shall be extended to six (6) months.

Notwithstanding  anything  herein to the contrary,  all rights under this Option
shall expire in any event on the date specified in Paragraph 2 hereof.

6. DEATH OF OPTIONEE. If the Optionee shall die while an employee,  director, or
consultant  of the Company,  Optionee's  personal  representative  or the person
entitled to  Optionee's  rights  hereunder  may at any time during the remaining
term of this Option, 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.

7. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a stockholder with
respect to the Shares  covered by any  installment of this Option until the date
of the issuance of a stock  certificate to Optionee,  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
Paragraph 8 hereof.

8.  RECAPITALIZATION.  Subject to any required action by the stockholders of the
Company,  the number of Shares  covered by this Option,  and the price per Share
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 affected  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  of the  Company,  this  Option  shall
terminate  immediately prior to the consummation of such proposed action, unless
otherwise  provided  by the  Board.  The  Board  may,  at its sole and  absolute
discretion and without  obligation,  declare that this Option shall terminate as
of a date  fixed  by the  Board  and  grant  Optionee  the  right  for a  period
commencing thirty (30) days prior to and ending  immediately prior to such date,
or during  the  remaining  term of this  Option,  whichever  occurs  sooner,  to
exercise this Option as to all or any part of the Shares,  without regard to the
installment  provision of Paragraph 3;  provided,  however,  that such  exercise
shall be subject to the consummation of such dissolution,  liquidation,  merger,
consolidation or sale.

Subject  to any  required  action by the  stockholders  of the  Company,  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 vesting provisions of Section 3
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  Shares without par value

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into the same number of Shares with a par value,  the Shares  resulting from any
such  change  shall be  deemed  to be the  Shares  within  the  meaning  of this
Agreement.

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 share 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 or consolidation,  or any issue by the Company of shares of
stock of any class or securities convertible into shares of stock of any class.

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.

9. TAXATION UPON EXERCISE OF OPTION. Optionee understands that, upon exercise of
this Option,  Optionee may  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. Withholding for federal or
state income and  employment  tax purposes  will be made,  if and as required by
law, from Optionee's then current compensation, or, if such current compensation
is  insufficient to satisfy  withholding tax liability,  the Company may require
Optionee to make cash  payment to cover such  liability  as a  condition  of the
exercise of this Option.

10. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. The Board 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.  Notwithstanding  the foregoing  provisions of this Paragraph
10, no  modification  shall,  without the consent of the Optionee,  alter to the
Optionee's detriment or impair any rights of Optionee hereunder.

11. INVESTMENT INTENT;  RESTRICTIONS ON TRANSFER. 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 Paragraphs 5 and 6 hereof) shall furnish to the Company a written
statement to such effect, satisfactory to the Company in form and substance. The
Company,  at its option,  may include a legend on each certificate  representing
Shares  issued  pursuant to any exercise of this Option,  stating in effect that
such  Shares  have not been  registered  under the  Securities  Act of 1933,  as
amended (the "Act"), and that the transferability thereof is restricted.  If the
Shares represented by this Option are registered under the 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.

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

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the  accuracy of such  information,  and further  represents  that  Optionee has
either such  experience  and  knowledge in  investment,  financial  and business
matters  or has  investments  similar  to the  stock of the  Company  such  that
Optionee  is capable of  evaluating  the  merits and risks  thereof  and has the
capacity to protect his or her own interest in connection therewith.

12. REGISTRATION RIGHTS.

     a. PIGGYBACK  REGISTRATION  RIGHTS.  If the Company at any time proposes to
     register  any of its  securities  under  the  Act,  including  under an S-8
     Registration  Statement,  an SB-2 Registration  Statement or otherwise,  it
     will each such time give written  notice to all holders of  outstanding  or
     exercised  options of its intention so to do. Upon the written request of a
     holder or holders of any such outstanding or exercised options given within
     thirty (30) days after receipt of any such notice, the Company will use its
     best  efforts  to cause all such  outstanding  or  exercised  options,  the
     holders  of which  shall  have so  requested  registration  thereof,  to be
     registered under the Act (with the securities which the Company at the time
     propose to  register),  all to the extent  requisite  to permit the sale or
     other  disposition  by  the  prospective  Sellers  of  the  outstanding  or
     exercised options so registered;  provided,  however, that the Company may,
     as a condition  precedent to its effecting such registration,  require each
     prospective  Seller to agree with the Company and the managing  underwriter
     or  underwriters  of the  offering to be made by the Company in  connection
     with such registration that such Seller will not sell any securities of the
     same class or  convertible  into the same class as those  registered by the
     Company  (including any class into which the  securities  registered by the
     Company are convertible) for such reasonable period after such registration
     becomes effective as shall then be specified in writing by such underwriter
     or underwriters if in the opinion of such  underwriter or underwriters  the
     Company's offering would be materially adversely affected in the absence of
     such an agreement.

     b.  PROCEDURES.  In  connection  with the  registration  of any  securities
     pursuant to Section 12.a. hereof, the Company and the Optionee covenant and
     agree as follows:

          (i) The Company shall pay all costs,  fees,  and expenses  incurred by
          the  Company  and the  Optionee in  connection  with the  Registration
          Statement and the offering thereunder  including,  without limitation,
          the  Company's  legal fees and expenses of counsel,  accounting  fees,
          printing  expenses,  and blue sky fees  and  expenses  (but  excluding
          discounts or selling  commissions of any  underwriter or broker dealer
          acting on behalf of the company or the Optionee).

          (ii)  The  Company  shall  take  all  necessary  action  which  may be
          reasonably  required  in  qualifying  or  registering  the  securities
          included in the Registration Statement for offering and sale under the
          securities  or blue sky laws of all  states  reasonably  requested  by
          Optionee,  provided that the Company shall not be obligated to qualify
          as a foreign  corporation  to do  business  under the laws of any such
          jurisdiction.

          (iii) The Company shall  indemnify  Optionee and each person,  if any,
          who controls  Optionee  within the meaning of Section 15 of the Act or
          Section 20(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
          Act"),  against  all  loss,  claim,   damage,   expense  or  liability
          (including  all  expenses   reasonably   incurred  in   investigating,
          preparing or defending  against any claim  whatsoever) to which any of
          them may become  subject under the Act, the Exchange Act or otherwise,
          arising from the Registration Statement.

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          (iv) The Company  shall,  as soon as  practicable  after the effective
          date of the  Registration  Statement,  and in any event within fifteen
          (15) months  thereafter,  make  "generally  available  to its security
          holders"  (within  the  meaning of Rule 158 under the Act) an earnings
          statement (which need not be audited)  complying with Section 11(a) of
          the Act and  covering  a period of at least  twelve  (12)  consecutive
          months   beginning  after  the  effective  date  of  the  Registration
          Statement.

          (v) The  Company  shall  (A)  deliver  promptly  to  Optionee  and its
          counsel,  upon  request,  copies  of all  correspondence  between  the
          Commission and the Company, its counsel, or auditors and all memoranda
          relating to discussions  with the Commission or its staff with respect
          to the Registration Statement; and (B) permit Optionee and its counsel
          to perform such  investigation,  upon reasonable advance notice,  with
          respect to information  contained in or omitted from the  Registration
          Statement,  as it deems reasonably necessary to comply with applicable
          securities  laws or rules of the National  Association  of  Securities
          Dealers, Inc. Such investigation shall include, but not be limited to,
          access to financial and accounting  information and  opportunities  to
          discuss the  business of the Company with the  Company's  officers and
          independent   auditors,   all  to  such  reasonable  extent,  at  such
          reasonable  times  and as  often as  Optionee  and its  counsel  shall
          reasonably request.

          (vi) The Company  shall cause all  securities  of Optionee  registered
          pursuant  to a  Registration  Statement  to be listed on any  national
          securities  exchange or quoted on any  automated  quotation  system on
          which similar securities of the Company are listed or quoted.

13.   STAND-OFF   AGREEMENT.   Optionee  agrees  that  in  connection  with  any
registration of the Company's  securities,  that upon the request of the Company
or  any  underwriter   managing  an  underwritten   offering  of  the  Company's
securities,  that  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 hundred
eighty (180) days following the effective date of registration of such offering.

14. 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 US.  mail,
postage  prepaid,  addressed  to Optionee at the  address  last  provided to the
Company by Optionee for his or her employee records.

15. AGREEMENT  SUBJECT TO PLAN;  APPLICABLE LAW. This Agreement 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 Agreement  inconsistent with the Plan shall be considered void
and replaced with the applicable  provision of the Plan. This Agreement has been
granted,  executed and delivered in the State of Arizona, 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 Agreement as of the
date first above written.

                                  ORDERPRO LOGISTICS, INC.


                                      ------------------------------------
                                  By: Richard Windorski
                                  Its: Chief Executive Officer


                                      ------------------------------------
                                                                , Optionee

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Appendix A

                               NOTICE OF EXERCISE

OrderPro Logistics, Inc.
7400 North Oracle Road #372
Tucson, Arizona 85704



                              --------------------
                                     (date)

                          Re: Nonstatutory Stock Option

Notice is hereby  given  pursuant to Section 4 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:

         Stock Option dated:                              ______________________

         Number of shares being purchased:                ______________________

         Option Exercise Price:                           $_____________________

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

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.

Further,  I  understand  that,  as a result of this  exercise of rights,  I will
recognize income in an amount equal to the amount by which the fair market value
of the Shares  exceeds  the  exercise  price.  I agree to report  such income in
accordance   with  then   applicable  law  and  to  cooperate  with  Company  in
establishing the withholding and corresponding  deduction to the Company for its
income tax purposes.

I agree to provide to the Corporation  such additional  documents or information
as may be required pursuant to the Corporation's 2002 Incentive and Nonstatutory
Stock Option Plan.


                                       -----------------------------------------
                                                     (Signature)

                                       -----------------------------------------
                                               (Name of Optionee)