Exhibit
No. 10.2


LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 
 2008
STOCK OPTION PLAN
 
 
 1.      
      Purposes of the
Plan.  The purposes of this Stock Option Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company's business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant.
 
 2.    
        Definitions.  As
used herein, the following definitions shall apply:
 
 (a)           "Administrator" means
the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 hereof.
 
 (b)           "Applicable Laws"
means the requirements relating to the administration of stock option plans
under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any foreign country or jurisdiction where
Options are granted under the Plan.
 
 (c)           "Board" means the
Board of Directors of the Company.
 
 (d)           "Code" means the
Internal Revenue Code of 1986, as amended.
 
 (e)           "Committee" means a
committee of Directors appointed by the Board in accordance with Section 4 of
the Plan.
 
 (f)           "Common Stock" means
the common stock of the Company.
 
 (g)           "Company" means
Liberty Capital Asset Management, Inc., a Delaware corporation.
 
 (h)           "Consultant" means any
natural person, including an advisor, engaged by the Company or any Parent or
Subsidiary to render services to such entity.
 
 (i)           "Director" means a
member of the Board.
 
 (j)           “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the
Code.
 
 (k)           "Employee" means any
person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company.  A Service Provider shall not cease to
be an Employee in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company or between the Company, its
Parent, any Subsidiary, or any successor. For purposes of Incentive Stock
Options, no such leave may exceed ninety days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract.  If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, then three (3) months following the 91st day of such leave
any Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option.  Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.
  1
 Exhibit
No. 10.2
  (l)           "Exchange Act" means
the Securities Exchange Act of 1934, as amended.
 
 (m)           "Fair Market Value"
means, as of any date, the value of Common Stock
 determined
as follows:
 
 (i)       
    If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;
 
 (ii)           If
the Common Stock is not then listed or admitted to trading on a stock exchange
or a Nasdaq market system which reports closing sale prices, the Fair Market
Value of a Share of Common Stock shall be the average of the closing bid and
asked prices of the Common Stock in the over-the-counter market on the last
market trading day prior to the day of determination, or;
 
 (iii)           In
the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator.
 
 (n)           "Incentive Stock
Option" means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.
 
 (o)           "Nonstatutory Stock
Option" means an Option not intended to qualify as an Incentive Stock
Option.
 
 (p)           “Notice of Grant”
means a written notice evidencing certain terms and conditions of an individual
Option grant.  The Notice of Grant is part of the Option
Agreement.
 
 (q)           "Officer" means a
person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.
 
 (r)           "Option" means a stock
option granted pursuant to the Plan.
  2
 Exhibit
No. 10.2
  (s)           "Option Agreement"
means an agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant.  The Option Agreement is
subject to the terms and conditions of the Plan.
 
 (t)     
      "Optioned Stock" means
the Common Stock subject to an Option.
 
 (u)           "Optionee" means the
holder of an outstanding Option granted under the Plan.
 
 (v)           "Parent" means a
"parent corporation," whether now or hereafter existing, as defined in Section
424(e) of the Code.
 
 (w)           "Plan" means this 2008
Stock Option Plan.
 
 (x)            "Plan Effective Date"
means November 1, 2008, the date on which the Plan was adopted by the
Board.
 
 (y)           "Section 16(b)" means
Section 16(b) of the Exchange Act.
 
 (z)    
       "Service Provider"
means an Employee, Director or Consultant.
 
 (aa)          "Share" means a share
of the Common Stock, as adjusted in accordance with Section 11 of the
Plan.
 
 (ab)          "Subsidiary" means a
"subsidiary corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code.
 
 3.        
   Stock Subject to the
Plan.  Subject to the provisions of Section 11 of the Plan, the
maximum aggregate number of Shares which may be optioned and sold under the Plan
is 4,000,000 Shares. The Shares may be authorized, but unissued or reacquired
Common Stock.
 
 If an
Option expires or becomes unexercisable without having been exercised in full,
the unpurchased Shares which were subject thereto shall become available for
future grant or sale under the Plan (unless the Plan has terminated); provided
however, that Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.
 
 4.        
    Administration of the
Plan.
 
 (a)           Procedure.  The
Plan shall be administered by the Board or a Committee appointed by the Board,
which Committee shall be constituted to comply with Applicable
Laws.
 
 (b)           Powers of the
Administrator.  Subject to the provisions of the Plan and, in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:
  3
 Exhibit
No. 10.2
  (i)       
     to determine the Fair Market Value;
 
 (ii)      
     to select the Service Providers to whom Options
may from time to time be granted hereunder;
 
 (iii)           to
determine the number of shares of Common Stock to be covered by each Option
granted hereunder;
 
 (iv)           to
approve forms of agreement for use under the Plan;
 
 (v)           to
determine the terms and conditions of any Option granted
hereunder.  Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option
or the shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall
determine;
 
 (vi)           to
reduce the exercise price of any Option to the then current Fair Market Value if
the Fair Market Value of the Common Stock covered by such Option has declined
since the date the Option was granted;
 
 (vii)          to
prescribe, amend and. rescind rules and regulations relating to the
Plan;
 
 (viii)        to
modify or amend each Option (subject to Section 13(c) of the Plan) including the
discretionary authority to extend the post-termination exercisability of Options
longer than is otherwise provided for in the Plan.
 
 (ix)           to
allow Optionees to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Option that
number of Shares having a Fair Market Value equal to the minimum amount required
to be withheld. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be
determined.  All elections by an Optionee to have Shares withheld for
this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;
 
 (x)       
   to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option previously granted by
the Administrator;
 
 (xi)           to
construe and interpret the terms of the Plan; and
 
 (xii)          to
make all the other determinations deemed necessary or advisable for
administering the Plan.
 
 (c)           Effect of Administrator's
Decision.  All decisions, determinations and interpretations of
the Administrator shall be final and binding on all Optionees.
  4
 Exhibit
No. 10.2
  5.          
  Eligibility.
 
 (a)           Nonstatutory
Stock Options may be granted to Service Providers. Incentive Stock Options may
be granted only to Employees.
 
 (b)           Each
Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option.  However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were granted. The
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.
 
 (c)           Neither
the Plan nor any Option shall confer upon any Optionee any right with respect to
continuing the Optionee's relationship as a Service Provider with the Company,
nor shall they interfere in any way with the Optionee’s right or the Company's
right to terminate such relationship at any time, with or without
cause.
 
 6.     
      Term of
Plan.  Subject to Section 17 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless sooner terminated under Section 13 of the
Plan.
 
 7.       
    Term of
Option.  The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof. In the case of an Incentive Stock Option granted
to an Optionee who, at the time the Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Incentive Stock Option
shall be ten (10) years from the date of grant or such shorter term as may be
provided in the Option Agreement.
 
 8.       
     Option Exercise Price and
Consideration.
 
 (a)         
  Exercise
Price.  The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be such price as is determined by
the Administrator, but shall be subject to the following:
 
 (i)    
       In the case of an Incentive Stock
Option
 
 (A)           granted
to an Employee who, at the time of the grant of such Incentive Stock Option,
owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the exercise price
shall be no less than 110% of the Fair Market Value per Share on the date of
grant.
  5
 Exhibit
No. 10.2
  (B)           granted
to any Employee other than an Employee described in the preceding subparagraph,
the per Share exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.
 
 (ii)           In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator.  In the case of a Nonstatutory Stock
Option intended to qualify as “performance-based compensation” within the
meaning of Section 162(m) of the Code, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of the
grant.
 
 (iii)           Notwithstanding
the foregoing, Options may be granted with a per Share exercise price of less
than 100% of Fair Market Value on the date of grant pursuant to a merger or
other corporate transaction.
 
 (b)           Waiting Period and Exercise
Dates.  At the time an Option is granted, the Administrator
shall fix the period within which the Option may be exercised and shall
determine any conditions that must be satisfied before the Option may be
exercised.
 
 (c)           Form of
Consideration.  The consideration to be paid for the Shares to
be issued upon exercise of an Option, including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock Option,
shall be determined at the time of grant) and may consist entirely of (1) cash,
(2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option have been owned by the Optionee for more
than six months on the date of surrender and (y) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (5) consideration received by the Company
under a cashless exercise program adopted by the Company in connection with the
Plan, (6) a reduction in the amount of any Company liability to the Optionee,
including any liability attributable to the Optionee’s participation in any
Company-sponsored deferred compensation program or arrangement, (7) any
combination of the foregoing methods of payment, or (8) such other consideration
and method of payment for the issuance of Shares to the extent permitted by
Applicable Laws.  In making its determination as to the type of
consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.
 
 9.    
        Exercise of
Option.
 
 (a)        Procedure for Exercise;
Rights as a Shareholder.  Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement.  An Option may not be exercised for a fraction of a
Share.
 
 An Option
shall be deemed exercised when the Company receives: (i) written notice of
exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to which
the Option is exercised.  Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan.  Shares issued upon
exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her
spouse.  Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option.  The Company shall issue (or cause to be
issued) such Shares promptly after the Option is exercised.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 11 of
the Plan.
  6
 Exhibit
No. 10.2
  Exercise
of an Option in any manner shall decrease the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.
 
 (b)           Termination of Relationship
as a Service Provider.  If an Optionee ceases to be a Service
Provider, other than upon the Optionee's death or Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
three (3) months following the Optionee's termination.  If, on the
date of termination, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall revert to the
Plan.  If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the
Plan.
 
 (c)           Disability of
Optionee.  If an Optionee ceases to be a Service Provider as a
result of the Optionee's Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent
the Option is vested on the date of termination, (but in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement).  In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee’s termination.  If, on the date of termination, the
Optionee is not vested as to the entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
 
 (d)           Death of
Optionee.  If an Optionee dies while a Service Provider, the
Option may be exercised following the Optionee’s death within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of death (but in no event may the Option be exercised later
than the expiration of the term of such Option as set forth in the Option
Agreement) by the executor or administrator of the Optionee's estate or, if
none, by the person(s) entitled to exercise the Option under the Optionee's will
or the laws of descent or distribution.  In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following Optionee’s death.  If, at the time of death, the
Optionee is not vested as to the entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the
Plan.
  7
 Exhibit
No. 10.2
 
 10.           Non-Transferability of
Options.  Unless determined otherwise by the Administrator, an
Option may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.  If the Administrator makes an Option transferable, such
Option shall contain such additional terms and conditions as the Administrator
deems appropriate.
 
 11.           Adjustments Upon Changes in
Capitalization or Merger.
 
 (a)           Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration."  Such adjustment shall be made by
the Administrator, whose determination in that respect shall be final, binding
and conclusive.  Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.
 
 (b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as practicable prior to such proposed action.  The Administrator in
its discretion may provide for an Optionee to have the right to exercise his or
her Option until ten (10) days prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares as to which the Option would
not otherwise be exercisable.  In addition, the Administrator may
provide that any Company repurchase option applicable to any Shares purchased
upon exercise of an Option shall lapse as to all such Shares, provided the
proposed dissolution or liquidation takes place at the time and in the manner
contemplated.  To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.
 
 (c)           Merger.  In
the event of a merger of the Company with or into another corporation, or the
sale of substantially all of the assets of the Company, each outstanding Option
shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor
corporation.
  8
 Exhibit
No. 10.2
  In the
event that the successor corporation refuses to assume or substitute for the
Option, the Optionee shall fully vest in and have the right to exercise the
Option as to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable ("Acceleration of
Vesting").  If an Option becomes fully vested and exercisable in lieu
of assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing that the Option shall be
fully vested and exercisable for a period of fifteen (15) days from the date of
such notice, and the Option shall terminate upon the expiration of such
period.
 
 For the
purposes of this subsection (c), the Option shall be considered assumed if,
following the merger or sale of assets, the option confers the right to purchase
or receive, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether stock, cash,
or other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option, for each
Share of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
 
 12.           Date of
Grant.  The date of grant of an Option shall, for all purposes,
be the date on which the Administrator makes the determination granting such
Option, or such other date as is determined by the Board.  Notice of
the determination shall be given to each Service Provider to whom an Option is
so granted within a reasonable time after the date of such grant.
 
 13.           Amendment and Termination of
the Plan.
 
 (a)           Amendment and
Termination.  The Board may at any time amend, alter, suspend
or terminate the Plan.
 
 (b)           Shareholder
Approval.  The Board shall obtain shareholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable
Laws.
 
 (c)           Effect of Amendment or
Termination.  No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless mutually
agreed otherwise between the Optionee and the Administrator, which agreement
must be in writing and signed by the Optionee and the
Company.  Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.
  9
 Exhibit
No. 10.2
  14.           Conditions Upon Issuance of
Shares.
 
 (a)           Legal
Compliance.  Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
 
 (b)           Investment
Representations.  As a condition to the exercise of an Option,
the Administrator may require the person exercising such Option to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
 
 15.           Inability to Obtain
Authority.  The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.
 
 16.           Reservation of
Shares.  The Company, during the term of this Plan, shall at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
 
 17.           Shareholder
Approval.  The Plan has been approved by a majority of the
shareholders of the Company and is hereby adopted on November 1,
2008
 
 18.           Copies of the
Plan.  A copy of this Plan shall be delivered to each Optionee
at or before the time such Optionee executes an Option Agreement.
 
 19.           Effective
Date.  The Plan shall become effective on November 1,
2008.
   10