Exhibit
      10.9

    
 

    STOCK
      OPTION PLAN

    INCENTIVE
      STOCK OPTION AGREEMENT

    


    THIS
      INCENTIVE STOCK OPTION AGREEMENT entered into as of ________ ____, 20__ between
      WAKO LOGISTICS GROUP, INC., a Delaware corporation (the "Company"), and
      _____________ (the "Optionee").

    


    W
      I T N E S S E T H:

    


    1. The
      Company, in accordance with the allotment made by the Administrator and subject
      to the terms and conditions of the 2005 Stock Incentive Plan of the Company
      (the
      "Plan"),
      grants to the Optionee an option (“Option”)
      to
      purchase an aggregate of __________ (______) shares of the common stock, $0.001
      par value per share, of the Company ("Common
      Stock")
      at an
      exercise price of $______ per share, being at least equal to the fair market
      value of such shares of Common Stock on the date hereof (110% of the fair market
      value in the event the Optionee is a Ten Percent Holder (as defined under the
      Plan)). This Option is intended to constitute an incentive stock option
      (“Incentive
      Stock Option”)
      within
      the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
      (the
      "Code"),
      although the Company makes no representation or warranty as to such
      qualification.

    


    2. The
      term
      of this Option shall be ____ years from the date hereof, subject to the earlier
      termination as provided in the Plan. 

    


    3. 
Subject
      to the limitations of this Agreement and as provided in the Plan, this Option
      shall be exercisable for the number of shares of Common Stock indicated
      according to the following schedule:

    


      

    
      	 	
              Percentage
                of Option Exercisable

            	
               

            	
              Date

            	 
	 	
               

            	
               

            	
               

            	 
	 	
               

            	
               

            	
               

            	 
	 	
               

            	
               

            	
               

            	 


    

     

    The
      right
      to purchase shares of Common Stock under this Option shall be cumulative, so
      that if the full number of shares purchasable in a period shall not be
      purchased, the balance may be purchased at any time or from time to time
      thereafter, but not after the expiration of the Option. In no event may a
      fraction of a share of Common Stock be purchased under this Option.
      Notwithstanding any of the foregoing, to the extent that the aggregate fair
      market value (determined as of the date of grant) of shares of Common Stock
      with
      respect to which Incentive Stock Options are exercisable by the Optionee during
      any calendar year under all plans of the Company exceeds $100,000, the options
      or portions thereof which exceed such limit (according to the order in which
      they were granted) shall be treated as Non-Qualified Options (as defined under
      the Plan). It should be understood that there is no assurance that this Option
      will, in fact, be treated as an Incentive Stock Option. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. 
This
      Option shall be exercised by delivering a signed, completed exercise notice
      in
      the form of Exhibit
      A,
      hereto,
      as the same may be modified from time to time by determination of the Company
      in
      its discretion to the Company at 200 Howard Avenue, Suite 232, Des Plaines,
      IL
      60018, Attention: David L. Koontz, stating that the Optionee is exercising
      the
      Option hereunder, specifying the number of shares being purchased and
      accompanied by payment in full of the aggregate purchase price therefor
in
      cash
      (by certified or bank check or such other instrument as the Company may accept)
      or, unless otherwise provided in this Agreement, by one or more of the
      following: (i) in the form of unrestricted Common Stock already owned by the
      Optionee, that is acceptable to the Administrator, based in any such instance
      on
      the fair market value of the Common Stock on the date the Option is exercised;
      (ii) by certifying ownership of shares of Common Stock owned by the Optionee
      to
      the satisfaction of the Administrator for later delivery to the Company as
      specified by the Company; (iii) by irrevocably authorizing a third party to
      sell
      shares of Common Stock (or a sufficient portion of the shares) acquired upon
      exercise of the Option and remitting to the Company a sufficient portion of
      the
      sale proceeds to pay the entire exercise price and any tax withholding resulting
      from such exercise; or (iv) by any combination of cash and/or any one or more
      of
      the methods specified in clauses (i), (ii) and (iii). Notwithstanding the
      foregoing, a form of payment shall not be permitted to the extent it would
      cause
      the Company to recognize a compensation expense (or additional compensation
      expense) with respect to the Stock Option for financial reporting
      purposes.

    


    5. 
The
      Company may withhold cash and/or shares of Common Stock to be issued to the
      Optionee in the amount which the Company determines is necessary to satisfy
      its
      obligation to withhold taxes or other amounts incurred by reason of the grant,
      exercise or disposition of this Option or the disposition of the underlying
      shares of Common Stock. Alternatively, the Company may require the Optionee
      to
      pay the Company such amount, in cash, promptly upon demand.

    


    6. 
In
      the
      event of any disposition of the shares of Common Stock acquired pursuant to
      the
      exercise of this Option within two years from the date hereof or one year from
      the date of transfer of such shares to him, the Optionee shall notify the
      Company thereof in writing within 30 days after such disposition. In addition,
      the Optionee shall provide the Company on demand with such information as the
      Company shall reasonably request in connection with determining the amount
      and
      character of the Optionee's income, the Company's deduction and its obligation
      to withhold taxes or other amounts incurred by reason of such disqualifying
      disposition, including the amount thereof.

    


    7. 
Notwithstanding
      the foregoing, this Option shall not be exercisable by the Optionee unless
      (a) a
      Registration Statement under the Securities Act of 1933, as amended (the
      "Securities
      Act")
      with
      respect to the shares of Common Stock to be received upon the exercise of this
      Option shall be effective and current at the time of exercise or (b) there
      is an
      exemption from registration under the Securities Act for the issuance of the
      shares of Common Stock upon such exercise. The Optionee hereby represents and
      warrants to the Company that, unless such a Registration Statement is effective
      and current at the time of exercise of this Option, the shares of Common Stock
      to be issued upon the exercise of this Option will be acquired by the Optionee
      for his own account, for investment only and not with a view to the resale
      or
      distribution thereof. In any event, the Optionee shall notify the Company of
      any
      proposed resale of the shares of Common Stock issued to him upon exercise of
      this Option. Any subsequent resale or distribution of shares of Common Stock
      by
      the Optionee shall be made only pursuant to (x) a Registration Statement under
      the Securities Act which is effective and current with respect to the sale
      of
      shares of Common Stock being sold, or (y) a specific exemption from the
      registration requirements of the Securities Act, but in claiming such exemption,
      the Optionee shall, prior to any offer of sale or sale of such shares of Common
      Stock, provide the Company (unless waived by the Company) with a favorable
      written opinion of counsel satisfactory to the Company, in form, substance
      and
      scope satisfactory to the Company, as to the applicability of such exemption
      to
      the proposed sale or distribution. Such representations and warranties shall
      also be deemed to be made by the Optionee upon each exercise of this Option.
      Nothing herein shall be construed as requiring the Company to register the
      shares subject to this Option under the Securities Act or to keep any
      Registration Statement effective or current.

     

    
      
        
        

      

      
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    8. 
Notwithstanding
      anything herein to the contrary, if at any time the Administrator shall
      determine, in its discretion, that the listing or qualification of the shares
      of
      Common Stock subject to this Option on any securities exchange or under any
      applicable law, or the consent or approval of any governmental agency or
      regulatory body, is necessary or desirable as a condition to, or in connection
      with, the granting of an option or the issue of shares of Common Stock
      hereunder, this Option may not be exercised in whole or in part unless such
      listing, qualification, consent or approval shall have been effected or obtained
      free of any conditions not acceptable to the Administrator.

    


    9. 
The
      Company may affix appropriate legends upon the certificates for shares of Common
      Stock issued upon exercise of this Option and may issue such "stop transfer"
      instructions to its transfer agent in respect of such shares as it determines,
      in its discretion, to be necessary or appropriate to (a) prevent a violation
      of,
      or to perfect an exemption from, the registration requirements of the Securities
      Act or any applicable state securities law, (b) implement the provisions of
      the
      Plan, or this Agreement or any other agreement between the Company and the
      Optionee with respect to such shares of Common Stock, or (c) permit the Company
      to determine the occurrence of a "disqualifying disposition," as described
      in
      Section 421(b) of the Code, of the shares of Common Stock issued or transferred
      upon the exercise of this Option.

    


    10. 
Nothing
      in the Plan or herein shall confer upon the Optionee any right to continue
      in
      the employ of the Company, any parent or any of its subsidiaries, or interfere
      in any way with any right of the Company, any parent or its subsidiaries to
      terminate such employment at any time for any reason whatsoever without
      liability to the Company, any parent or any of its subsidiaries.

    


    11. 
The
      Company and the Optionee agree that they will both be subject to and bound
      by
      all of the terms and conditions of the Plan, a copy of which is available upon
      written request addressed to the Company's Chief Financial Officer, at its
      principal office and made a part hereof. Any capitalized term not defined herein
      shall have the meaning ascribed to it in the Plan. In the event of a conflict
      between the terms of this Agreement and the terms of the Plan, the terms of
      the
      Plan shall govern.

    


    12. 
The
      Optionee represents and agrees that he or she will comply with all applicable
      laws relating to the Plan and the grant and exercise of this Option and the
      disposition of the shares of Common Stock acquired upon exercise of the Option,
      including without limitation, federal and state securities and "blue sky"
      laws.

     

    
      
        
        

      

      
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    13. 
This
      Option is not transferable by the Optionee otherwise than by will or the laws
      of
      descent and distribution and may be exercised, during the lifetime of the
      Optionee, only by the Optionee or the Optionee's legal
      representatives.

    


    14. 
This
      Agreement shall be binding upon and inure to the benefit of any successor or
      assign of the Company and to any heir, distributee, executor, administrator
      or
      legal representative entitled to the Optionee's rights hereunder.

    


    15. 
This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the State of Delaware, without regard to the conflicts of law rules
      thereof.

    


    16. 
The
      invalidity, illegality or unenforceability of any provision herein shall not
      affect the validity, legality or enforceability of any other
      provision.

    


    17. 
The
      Optionee agrees that the Company may amend the Plan and the options granted
      to
      the Optionee under the Plan, subject to the limitations contained in the
      Plan.

    


    [REMAINDER
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.

     

    
      	 	 	 
	 	WAKO
              LOGISTICS GROUP, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: 
	 	Title:
              
	 	 
	 	
              
                

              

              [_______________],Optionee

            
	 	 
	 	
              
                

              

              (Street
                Address)

            
	 	 
	 	
              
                

              

              
                (City,
                  State and Zip Code)

              

            
	 	 
	 	
              
(Social
              Security Number)
	 	 
	 	 


    

    
 

    
      
        
        

      

      
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    EXHIBIT
      A

    


    WAKO
      LOGISTICS GROUP, INC.

    2005
      STOCK INCENCITIVE PLAN

    EXERCISE
      NOTICE INCENTIVE STOCK OPTIONS

    


    


    Wako
      Logistics Group, Inc.

    200
      Howard Avenue, Suite 232

    Des
      Plaines, Illinois, 60018, Attention; David Koontz

    


    1.
      Exercise of Option. Effective as of today, ________, ____, the undersigned
      (“Optionee”) hereby elects to exercise Incentive Stock Options to purchase
      ______ shares of the Common Stock (the “Shares”) of Wako Logistics Group, Inc.
      (the “Company”), under and pursuant to the Wako Logistics Group, Inc. 2005 Stock
      Incentive Plan, as the same may be amended from time to time (the “Plan”), and
      the Stock Option Agreement between the Company and Optionee dated as of
      ______________________, as the same may be amended from time to time (the
“Option Agreement”). 

    


    2.
      Delivery of Payment. Optionee herewith delivers to the Company the full purchase
      price of the Shares, as set forth in the Option Agreement.

    


    3.
      Representation of Optionee. Optionee acknowledges that Optionee has received,
      read and understood the Plan and the Option Agreement and agrees to abide by
      and
      be bound by their terms and conditions.

    


    4.
      Rights
      as Stockholder. Until the stock certificate evidencing the Shares is 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 stockholder shall exist with respect to the Shares,
      notwithstanding the exercise of the Option (as defined in the Option Agreement).
      No adjustment will be made for any dividend or other right for which the record
      date is prior to the date the stock certificate for the Shares is
      issued.

    


    5.
      Tax
      Consultation. Optionee understands that Optionee may suffer adverse tax
      consequences as a result of Optionee’s purchase or disposition of the Shares.
      Optionee represents that Optionee has consulted with any tax consultants
      Optionee deems advisable in connection with the purchase or disposition of
      the
      Shares and that Optionee is not relying on the Company for any tax advice.
      

    


    6.
      Certain Securities Law Matters. Without limiting the provisions of the Plan
      and/or the Option Agreement, Optionee understands and agrees that the Company
      shall be entitled to cause appropriate legends to be placed upon any
      certificate(s) evidencing ownership of the Shares that may be required by the
      Company in connection with state or federal securities laws, the Option
      Agreement and/or the Plan.

     

    
      
        
        

      

      
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    7.
      Successors and Assigns. The Company may assign any of its rights under this
      Exercise Notice to single or multiple assignees, and this Exercise Notice shall
      inure to the benefit of the successors and the assigns of the Company. Subject
      to any restrictions on transfer set forth or referred to in the Option Agreement
      and/or the Plan, this Exercise Notice shall be binding upon Optionee and his
      or
      her heirs, executors, administrators, successors and assigns.

    


    8.
      Interpretation. Any dispute regarding the interpretation of this Exercise Notice
      shall be determined by the Company’s Board of Directors or the Administrator (as
      defined in the Plan), whose determination shall be final and binding on the
      Company and on Optionee.

    


    Submitted
      by: ________________________

    (Optionee)

    


    Print
      Name: __________________________

    Address:
      ____________________________

     

     

    
      
        
        

      

      
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