Exhibit
10.2

    MEDIANET
GROUP TECHNOLOGIES, INC.

     

    Non-Qualified Stock Option
Agreement

     

    This
Non-Qualified Stock Option Agreement
certifies that, pursuant to the MediaNet Group Technologies, Inc. (the
“Company”) 2010 Omnibus Equity
Compensation Plan (the “Plan”), the Compensation Committee has granted an
option to purchase shares of common stock, par value $.001 per share (the
“Common Stock”) of MediaNet Group Technologies, Inc. as stated below. 
Capitalized terms used herein and not defined shall have the meaning ascribed to
such terms in the Plan.

     

    
      
        
          
            	
                    Optionee:

                  	
                    Mark
      L. Mroczkowski

                  
	 
      	 
      
	
                    Address:

                  	
                    8157
      Saint Andrews Circle

                  
	 
      	
                    Orlando,
      FL 32835

                  
	 
      	 
      
	
                    Number
      of Shares

                  	
                    5
      million shares of the Common Stock (the

                  
	
                    Subject
      to the Option

                  	
                    “Option
      Shares”)

                  
	 
      	 
      
	
                    Option
      Exercise Price:

                  	
                    US$.001
      per share of Common Stock (the “Per

                  
	 
      	
                    Share
      Exercise Price.

                  
	 
      	 
      
	
                    Grant
      Date:

                  	
                    September
      30, 2010 (the “Grant Date”)

                  
	 
      	 
      
	 
      	
                    MEDIANET
      GROUP TECHNOLOGIES, INC.

                  
	 
      	 
      
	
                    Dated:  As
      of September 30, 2010

                  	
                    By: 

                  	 
      
	 
      	 
      	
                    Name:
      Michael Hansen

                  
	 
      	 
      	
                    Title:
      CEO

                  


          

        

      

    

    


    The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof as described in Exhibit A attached
hereto and made a part hereof.  The undersigned hereby acknowledges receipt
of a copy of the MediaNet Group Technologies, Inc. Omnibus Equity Compensation Plan,
a copy of which is attached hereto as Exhibit B, and agrees
to be bound by the terms of such Plan.

     

    
      	 
      	
              OPTIONEE

            
	 
      	 
      
	
              Dated:  As
      of September 30, 2010

            	
                

            
	 
      	
              Name:
      Mark L. Mroczkowski

            


    


    
      
         


      

      
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    EXHIBIT
A

    


    Terms and conditions of the
Non-Qualified Stock Option Agreement for Employees

    


    Grant of
Option.  MediaNet Group Technologies, Inc., a Nevada corporation
(the “Company”), hereby grants to the Optionee, as of the Grant Date an option
(the “Option”), pursuant to the Plan, to purchase the Option Shares at the Per
Share Exercise Price, purchasable as set forth in and subject to the terms and
conditions of this Option and the Plan.  Except where the context otherwise
requires, the term “Company” shall include all future subsidiaries of the
Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of
1986, as amended or replaced from time to time (the “Code”).

     

    Non-Qualified Stock
Option.  The Option shall constitute and be treated at all times by
the Optionee and the Company as a "non-qualified stock option" for U.S. Federal
income tax purposes and shall not constitute and shall not be treated as an
"incentive stock option" as defined under Section 422(b) of the
Code.

     

    Exercise of Option and
Provisions for Termination; Vesting Schedule.  The Option shall vest
as follows: one million of the Option Shares will vest and become exercisable on
the September 30, 2010; 500,000 of the Option Shares will vest and become
exercisable at the end of each of eight successive calendar quarters
thereafter.  Except as otherwise provided in this Agreement, this Option
may be exercised at any time during the period (the “Exercise Period”)
commencing on September 30, 2010 and terminating on September 30, 2020 (the
“Expiration Date”).  This Option may not be exercised at any time on or
after the Expiration Date.

     

    Exercise
Procedure.  Subject to the conditions set forth in this Agreement
and the Plan, this Option shall be exercised by the Optionee’s delivery of
written notice of exercise to the General Counsel of the Company, specifying the
number of Option Shares to be purchased and the purchase price to be paid
therefor (the “Purchase Price”).  Such notice must be signed and dated and
be accompanied by payment in full of the Purchase Price in accordance with
Section 4 of this Agreement.  Such exercise shall be effective upon receipt
by the General Counsel of the Company of such written notice together with the
Purchase Price.  The Optionee may purchase less than the number of Shares
covered hereby, provided that no partial exercise of this Option may be for any
fractional Share.

     

    Payment of Purchase
Price.  Payment of the Purchase Price for the Shares purchased upon
the exercise of this Option shall be made by delivery to the Company of one or
some combination of the following items of consideration with a value on the
date of exercise equal to the Purchase Price of the subject Shares:

     

    cash;

     

    a
certified check or bank check;

     

    a cash
equivalent instrument that is reasonably acceptable to the Company;
or

     

    shares of
Common Stock (provided that the such shares of Common Stock have been held by
the Optionee (or any other person or persons exercising the Option) for at least
six months).

     

    Delivery of Option
Shares:  Compliance with Securities Law, Etc.

     

    General.  The
Company shall, upon payment of the option price for the number of Option Shares
purchased and paid for, make prompt delivery of such Option Shares to the
Optionee, provided
that if any law or regulation require the Company to take any action with
respect to such Option Shares before the issuance thereof, then the date of
delivery of such Option Shares shall be extended for the period necessary to
complete such action.

     

    Listing Qualifications,
Securities Law Compliance, Etc.  Notwithstanding anything to the
contrary in this Agreement, no shares of Common Stock purchased upon exercise of
the Option, and no certificate representing such shares, shall be issued or
delivered if (a) such shares have not been admitted to listing upon official
notice of issuance on each stock exchange, if any, upon which shares of that
class are then listed, or (b) in the opinion of counsel to the Company,
such issuance or delivery would (i) cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
other requirement of law or any requirement of any stock exchange regulations or
listing agreement to which the Company is a party, or of any administrative or
regulatory body having jurisdiction over the Company or (ii) require
registration (apart from any registrations as have been theretofore completed by
the Company covering such shares) under any federal, state, or other securities
or similar law.


    
      
         


      

      
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    No Special Employment or
Similar Rights.  Nothing contained in the Plan or this Option shall
be construed or deemed by a person under any circumstances to bind the Company
to continue the employment or other relationship of the Optionee with the
Company for the period within which this Option may be exercised or
otherwise.

     

    Rights as a
Shareholder.  The Optionee shall have no rights as a shareholder
with respect to any Option Shares which may be purchased by exercise of this
Option (including, without limitation, any rights to receive dividends or
non-cash distributions with respect to such Option Shares) unless and until a
certificate representing such Option Shares is duly issued and delivered to the
Optionee.  No adjustment shall be made for dividends or other rights for
which the record date is prior to the date such certificate is
issued.

     

    Adjustment
Provisions.

     

    General.  If,
through or as a result of any consolidation of shares of Common Stock, merger or
consolidation of the Company or its Subsidiaries or sale or other disposition by
the Company or its Subsidiaries of all or a portion of its assets, any other
change in the Company's or its Subsidiaries' corporate structure, or any
distribution to shareholders other than a cash dividend results in the
outstanding shares of Common Stock, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
shares of Common Stock or other securities of the Company, or for shares of
Common Stock or other securities of any other Company; or new, different or
additional shares or other securities of the Company or of any other Company
being received by the holders of outstanding shares of Common Stock, the
Optionee shall, with respect to this Option or any unexercised portion hereof,
be entitled to the rights and benefits, and be subject to the limitations, set
forth in the Plan.

     

    Board Authority to Make
Adjustments.  Any adjustments under this Section 8 will be made by
the Board of Directors, whose determination as to what adjustments, if any, will
be made and the extent thereof will be final, binding and conclusive.  No
fractional Shares will be issued pursuant to this Option on account of any such
adjustments.

     

    Withholding Taxes. 
The Company’s obligation to deliver Option Shares upon the exercise of
this Option shall be subject to the Optionee’s satisfaction of all applicable,
federal, state and local income and employment tax withholding
requirements.

     

    Financial Restatements Due
to Intentional Misconduct or Gross Negligence.

     

    (a)           In
the event that the Board of Directors determine (the “Board Determination”) that
the Optionee’s intentional misconduct or gross negligence directly or indirectly
caused or contributed to a restatement of the Company’s consolidated financial
statements due to the material non-compliance of the Company with any financial
reporting requirement under the U.S. federal securities laws, whether such
restatement is required by law or the Board of Directors determines, in its
discretion, such restatement is necessary or desirable to serve the best
interests of the Company, then any vested and unvested Options then held by the
Optionee that were granted during the three month period prior to or the nine
month period following the first public issuance or filing with the Securities
Exchange Commission (whichever occurs first) of the incorrect financial
statements shall be immediately cancelled and rendered null and void without any
payment therefor. In addition, for any Options that were exercised during the
nine month period following the first public issuance or filing with the
Securities Exchange Commission (whichever occurs first) of the incorrect
financial statements (the “Covered Options”), the Optionee shall be required to
repay or otherwise reimburse the Company, upon demand, an amount in cash or
shares of Common Stock having a value equal to the amount described in clause
(i), (ii) or (iii) below, depending on whether the Optionee still holds the
Option Shares acquired upon exercise of the Covered Options:


    
      
         


      

      
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    (i)           to
the extent that such Option Shares have been sold, the difference between the
aggregate proceeds received from such sale of such Option Shares over the
aggregate Option Exercise Price for such Option Shares,

     

    (ii)          to
the extent that such Option Shares have been transferred otherwise than for
value (ex. a transfer by gift, a transfer upon death), the difference between:
(x) the greatest of (a) the Fair Market Value (as defined in the Plan) of such
Option Shares on the date the Covered Options were exercised, (b) the Fair
Market Value of such Option Shares on the date the Option Shares underlying the
Covered Options were transferred and (c) the Fair Market Value of such Option
Shares on the date of the Board Determination and (y) the aggregate Option
Exercise Price with respect to such Option Shares; and/or

     

    (iii)         to
the extent that such Option Shares have not been sold or otherwise transferred
at the time the Company demand is made, the difference between: (x) the greater
of (a) the Fair Market Value of such Option Shares on the date the Covered
Options were exercised and (b) the Fair Market Value of such Option Shares on
the date of the Board Determination and (y) the aggregate Option Exercise Price
with respect to such Option Shares.

     

    (b)          This
section does not constitute the Company’s exclusive remedy for the Optionee’s
commission of intentional misconduct or gross negligence.  The Company may
seek any additional legal or equitable remedy, including injunctive relief, for
any such violations. The provisions in this section are essential economic
conditions to the Company’s grant of Options to the Optionee. By receiving the
grant of Options hereunder, the Optionee agrees that the Company may deduct from
any amounts it owes the Optionee from time to time (such as wages or other
compensation, deferred compensation credits, vacation pay, any severance or
other payments owed following a Termination of Employment, as well as any other
amounts owed to the Optionee by the Company) to the extent of any amounts the
Optionee owes the Company under this section. The provisions of this section and
any amounts repayable by the Optionee hereunder are intended to be in addition
to any rights to repayment the Company may have under Section 304 of the
Sarbanes-Oxley Act of 2002 and other applicable law.

     

    Representations. 
The Optionee represents, warrants and covenants that:

     

    Any
Option Shares purchased upon the exercise of this Option shall be acquired for
the Optionee’s account for investment only, and not with a view to, or for sale
in connection with, any distribution of the Option Shares in violation of the
Securities Act, or any rule or regulation under the Securities Act.

     

    The
Optionee has had such opportunity as he or she has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit
the Optionee to evaluate the merits and risks of his or her investment in the
Company.

     

    The
Optionee is able to bear the economic risk of holding such Option Shares
acquired pursuant to the exercise of this Option for an indefinite
period.

     

    The
Optionee understands the tax consequences of the granting of the Option, the
acquisition of rights to exercise the Option with respect to any Option Shares,
the exercise, release or other disposal of the Option and purchase of Option
Shares hereunder, and the subsequent sale or other disposition of any Option
Shares acquired hereunder.  In addition, the Optionee understands that the
Company may be required to pay, or account for taxes in respect of any
compensation income, or other income or gain realized by the Optionee upon
exercise of the Option granted hereunder.  To the extent that the Company
is required to pay, account for or withhold any such taxes, then, unless both
the Optionee and the Company have otherwise agreed upon alternate arrangements,
the Optionee hereby agrees that the Company may deduct from any payments of any
kind otherwise due to the Optionee an amount equal to the total taxes required
to be so paid, accounted for or withheld (as permitted by law), or if such
payments are inadequate to satisfy such taxes, or if no such payments are due or
to become due to the Optionee, then the Optionee agrees to provide the Company
with cash funds or make other arrangements satisfactory to the Company regarding
such payment.  It is understood that all matters with respect to the total
amount of taxes to be withheld in respect of any such compensation income shall
be determined by the Company in its sole discretion.


    
      
         


      

      
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    By making
payment upon exercise of this option, the Optionee shall be deemed to have
reaffirmed, as of the date of such payment, the representations made in this
Section 12.

     

    Restrictions on Transfer of
Option Shares.

     

    The
Optionee hereby acknowledges and agrees that the Option shall not be
transferable by the Optionee other than by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the Optionee only
by him or by his guardian or legal representative.

     

    The
Optionee hereby acknowledges that in connection with any public offering of the
Company’s Common Stock, the underwriters for the Company may require that the
Company's officers, directors, and/or certain other shareholders not sell their
Shares for a certain period of time before or after the effectiveness of any
registration statement of the Company filed in connection with such
offering.  The Optionee hereby agrees that upon the Company's request in
connection with any such public offering, that the Optionee will not, directly
or indirectly, offer, sell, contract to sell, make subject to any purchase
option, or otherwise dispose of any Option Shares for a period requested by the
underwriter or its representative, not to exceed ten (10) days before and 90
days after the date of the effectiveness of any such registration statement,
without the prior written consent of the underwriter or its
representative.

     

    Legends.  All
stock certificates representing Option Shares issued to the Optionee upon
exercise of this Option shall have affixed thereto legends substantially in the
following form, in addition to any other legends required by applicable state
law:

     

    “The
shares of stock represented by this certificate are subject to certain
restrictions on transfer contained in an Option Agreement, a copy of which will
be furnished upon request by the issuer.” 

     

    Termination of
Employment.  The Option shall lapse and cease to be exercisable
within three months following a Termination of Employment for any reason (the
“Termination Exercise Period”).  Upon a Termination of Employment of the
Optionee other than (i) by the Company for cause or (ii) by the Optionee without
good reason, the Option granted hereunder, to the extent not previously
exercisable and vested, shall become immediately exercisable and fully vested in
accordance with its terms.  Notwithstanding the foregoing, the
Termination Exercise Period shall be extended to three years and the Option
granted hereunder, to the extent not previously exercisable and vested, shall
become immediately exercisable and fully vested in accordance with its terms, in
the event employment shall have terminated:

     

    
      	
               
      

            	
              (i)

            	
              as
      a result of Retirement or Disability;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              as
      a result of death, or if death shall have occurred during the Termination
      Exercise Period.

            


    

     

    The
Compensation Committee reserves the right to cancel or suspend the Option
granted hereunder if the Optionee is terminated for cause or the Compensation
Committee determines that the Optionee is competing or has competed with the
Company as set forth in Sections 3.15 and 14.2 of the Plan.

     

    Effectiveness of the Grant
of the Option.  The grant of the Option by the Company to the
Optionee shall not become effective until the Optionee executes the cover page
of this Agreement and returns this Agreement with the executed cover page to the
Company.  In the event the Optionee fails to execute and return this
Agreement to the Company within one month after the Grant Date, this Agreement
shall immediately terminate in all respects and this Agreement shall immediately
cease to be an operative contract.

     

    Plan
Documents.  This Agreement is qualified in its entirety by
reference to the provisions of the Plan, as amended from time to time, which are
hereby incorporated herein by reference.  The interpretation and
construction by the Compensation Committee of the Plan, this Agreement, the
Option granted hereunder, and such rules and regulations as may be adopted by
the Compensation Committee for the purpose of administering the Plan, shall be
final, binding and conclusive.  Until the Option shall expire,
terminate, or be exercised in full, the Company shall, upon written request
therefor, send a copy of the Plan, in its then-current form, to the Optionee or
any other person or entity then entitled to exercise the
Options.


    
      
         


      

      
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    Miscellaneous.

     

    This
Agreement may (except as provided in the Plan) only be amended, altered or
modified by a written instrument signed by the parties hereto, or their
respective successors, and it may not be terminated (except as provided herein
or in the Plan).

     

    All
notices under this Option shall be mailed or delivered by hand to (i) the
Company at the address set forth below, (ii) the Optionee at the address set
forth on the first page of this option, or (iii) at such other address as may be
designated in writing by either of the parties to one another.

     

    
      
        	
                If
      to the Company:

              	
                Andreas
      Kusche

              
	 
      	
                MediaNet
      Group Technologies, Inc.

              
	 
      	
                5200
      Town Center Circle, Suite 601

              
	 
      	
                Boca
      Raton, FL 33486

              
	 
      	 
      
	
                If
      to the Optionee:

              	
                See
      address of Optionee on the cover page of this
  Agreement.

              


      

    

    


    Applicable
Law.  This Option shall be governed by and construed in
accordance with the laws of the State of Florida, but without regard to the
principle of conflict of laws thereof.  If any one or more provisions
of this Agreement shall be found to be illegal or unenforceable in any respect,
the validity and enforceability of the remaining provisions hereof shall not in
any way be affected or impaired thereby.  The parties hereto hereby
submit themselves to the exclusive jurisdiction of the state or Federal courts
located in Palm Beach County, Florida and (a) agree and acknowledge that any
claim, action or proceeding regarding the Company or this Agreement shall be
brought in such courts, and (b) hereby waive any objections to such venue,
including, without limitation, any objections based on such venue being an
inconvenient forum.

     

    Entire
Agreement.  This Agreement constitutes the entire agreement
between the Company and the Optionee and supersedes any prior agreements and
understandings, oral or written, between the Company and the Optionee concerning
the subject matter of this Agreement.

     

    Construction.  The
section headings contained in this Agreement are for reference only and shall
have no effect on the interpretation of any of the provisions of this
Agreement.

     

    Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company and upon the legal
representatives, executors, administrators, heirs, legatees and any permitted
assignee of the Optionee.


    
      
         


      

      
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