Exhibit
10.2





NON-QUALIFIED STOCK OPTION
AGREEMENT





THIS STOCK OPTION AGREEMENT (the
“Agreement”) entered into as of_______ (the “Grant Date”) between Upstream
Worldwide, Inc. (the “Company”) and __________ (the “Optionee”).





WHEREAS, by action taken by the Board
of Directors (the “Board”) it has adopted the 2008 Equity Incentive Plan (the
“Plan”); and





WHEREAS, pursuant to the Plan, it has
been determined that in order to enhance the ability of the Company to attract
and retain qualified employees, consultants and directors, the Company has
granted the Optionee the right to purchase the common stock of the Company
pursuant to stock options.





NOW THEREFORE, in consideration of the
mutual covenants and promises hereafter set forth and for other good and
valuable consideration, receipt of which is acknowledged, the parties hereto
agree as follows:





1.           Grant of Non-Qualified
Options.  The Company irrevocably granted to the Optionee, as a
matter of separate agreement and not in lieu of salary or other compensation for
services, the right and option to purchase all or any part of ______ shares of
authorized but unissued or treasury common stock of the Company (the “Options”)
on the terms and conditions herein set forth.  The Options are not
intended to be Incentive Stock Options as defined by Section 422 of the Internal
Revenue Code of 1986 (the “Code”).  This Agreement replaces any stock
option agreement previously provided to the Optionee, if any, with respect to
these Options. Of the Options: ____________ options were granted for service as
a director and ____________ options were granted for service on a
committee.





2.           Price.  The
exercise price of the Options is $___________ per share.





3.           Vesting - When
Exercisable.





(a)          The
Options shall vest _________________________,subject to
the Optionee’s continued service in the capacity for which the Options were
granted on the vesting date.  Any fractional vesting shall be rounded
up to the extent necessary.  Notwithstanding any other provision in
this Agreement, the Options shall vest immediately on the occurrence of a Change
of Control as defined under the Plan. Additionally, all Options shall vest
immediately on the date the Company publicly announces, by press release, by
disclosure in a filing with the Securities and Exchange Commission or otherwise
(the “Public Announcement”), its intention to sell substantially all of the
Company’s assets or to enter into a merger or consolidation as described in
clauses (ii) and (iii) under the definition of Change of Control in the
Plan.  If the Optionee exercises the Options within 10 calendar days
from the date of the Public Announcement, the Optionee shall be deemed a record
holder of the shares underlying the Options as of the record date of the Change
of Control.


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(b)          Subject
to Sections 3(c) and 4 of this Agreement, Options may be exercised prior to
vesting and remain exercisable until 6:00 p.m. New York time for five years from
the Grant Date (the “Expiration Date”).





(c)          However,
notwithstanding any other provision of this Agreement at the option of the
Board, all Options, whether vested or unvested shall be immediately forfeited in
the event of:





(1)           The
Optionee purchases or sells securities of the Company not in accordance with the
Company’s inside information guidelines then in effect;





(2)           The
Optionee breaches any duty of confidentiality including that required by the
Company’s inside information guidelines then in effect;





(3) The
Optionee competes with the Company; or





(4)           The
Optionee recruits Company personnel for another entity after ceasing to perform
services for the Company.





4.           Termination of
Relationship.





(a)           If
for any reason, except death or disability as provided below, the Optionee
ceases performing services for the Company in the capacity for which the Options
were granted, all rights granted hereunder shall terminate effective three
months from that date.





(b)           If
the Optionee shall die while performing services for the Company in the capacity
for which the Options were granted, the Optionee’s estate or any Transferee, as
defined herein, shall have the right within one year from the date of the
Optionee’s death to exercise the Optionee’s vested Options subject to Section
3(c).  For the purpose of this Agreement, “Transferee” shall mean a
person to whom such shares are transferred by will or by the laws of descent and
distribution.





(c)           If
the Optionee becomes disabled within the meaning of Section 22(e)(3) of the
Code, while performing services for the Company in the capacity for which the
Options were granted, all rights granted hereunder shall terminate effective one
year from that date.





(d)           Notwithstanding
anything contained in this Section 4, the Options may not be exercised after the
Expiration Date.





5.           Profits on the Sale of
Certain Shares; Redemption.  If any of the events specified in
Section 3(c) of this Agreement occur within one year from the last date the
Optionee performs services for the Company in the capacity for which the Options
were granted (the “Termination Date”), all profits earned from the sale of the
Company’s securities, including the sale of shares of common stock underlying
the Options, during the two-year period commencing one year prior to the
Termination Date shall be forfeited and forthwith paid by the Optionee to the
Company.  Further, in such event, the Company may at its option redeem
shares of common stock acquired upon exercise of the Options by payment of the
exercise price to the Optionee.  The Company’s rights under this
Section 5 do not lapse one year from the Termination Date but are a contract
right subject to any appropriate statutory limitation period.


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6.           Method of
Exercise.  The Options shall be exercisable by a written notice
which shall:





(a)           state
the election to exercise the Options, the number of shares to be exercised, the
person in whose name the stock certificate or certificates for such shares of
common stock is to be registered, address and social security number of such
person (or if more than one, the names, addresses and social security numbers of
such persons);





(b)           if
applicable, contain such representations and agreements as to the holder’s
investment intent with respect to such shares of common stock as set forth in
Section 11 hereof;





(c)           be
signed by the person or persons entitled to exercise the Options and, if the
Options are being exercised by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the Company, of the right of
such person or persons to exercise the Options;





(d)           be
accompanied by full payment of the exercise price in United States dollars in
cash or by check.





(e)           be
accompanied by payment of any amount that the Company, in its sole discretion,
deems necessary to comply with any federal, state or local withholding
requirements for income and employment tax purposes.  If the Optionee
fails to make such payment in a timely manner, the Company may: (i) decline to
permit exercise of the Options or (ii) withhold and set-off against compensation
and any other amounts payable to the Optionee the amount of such required
payment. Such withholding may be in the shares underlying the Options at the
sole discretion of the Company.





The certificate or certificates for
shares of common stock as to which the Options shall be exercised shall be
registered in the name of the person or persons exercising the
Options.





7.           Sale of Shares Acquired Upon
Exercise of Options.  If the Optionee is an officer (as defined
by Section 16(b) of the Securities Exchange Act of 1934 (“Section 16(b)”)) or a
director of the Company, any shares of the Company’s common stock acquired
pursuant to the Options granted hereunder as set forth herein cannot be sold by
the Optionee until at least six months elapse from the Grant Date except in case
of death or disability or if the grant was exempt from the short-swing profit
provisions of Section 16(b).


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8.           Anti-Dilution
Provisions.  The Options shall have the anti-dilution rights
set forth in the Plan.





9.           Necessity to Become Holder
of Record.  Neither the Optionee, the Optionee’s estate, nor
any Transferee shall have any rights as a shareholder with respect to any shares
underlying the Options until such person shall have become the holder of record
of such shares.  No dividends or cash distributions, ordinary or
extraordinary, shall be provided to the holder if the record date is prior to
the date on which such person became the holder of record thereof.





10.         Reservation of Right to
Terminate Relationship.  Nothing contained in this Agreement
shall restrict the right of the Company to terminate the relationship of the
Optionee at any time, with or without cause.  The termination of the
relationship of the Optionee by the Company, regardless of the reason therefor,
shall have the results provided for in Sections 3 and 4 of this
Agreement.





11.         Conditions to Exercise of
Options.  In order to enable the Company to comply with the
Securities Act of 1933 (the “Securities Act”) and relevant state law, the
Company may require the Optionee, the Optionee’s estate, or any Transferee as a
condition of the exercising of the Options granted hereunder, to give written
assurance satisfactory to the Company that the shares subject to the Options are
being acquired for his/her own account, for investment only, with no view to the
distribution of same, and that any subsequent resale of any such shares either
shall be made pursuant to a registration statement under the Securities Act and
applicable state law which has become effective and is current with regard to
the shares being sold, or shall be pursuant to an exemption from registration
under the Securities Act and applicable state law.





The Options are subject to the
requirement that, if at any time the Board shall determine, in its discretion,
that the listing, registration, or qualification of the shares of common stock
underlying the Options upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary as a condition of, or in connection with the issue or purchase of
shares underlying the Options, the Options may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected.





12.         Transfer.  No
transfer of the Options by the Optionee by will or by the laws of descent and
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of the letters
testamentary or such other evidence as the Board may deem necessary to establish
the authority of the estate and the acceptance by the Transferee or Transferees
of the terms and conditions of the Options.





13.         Duties of the
Company.  The Company will at all times during the term of
Options:





(a)           Reserve
and keep available for issue such number of shares of its authorized and
unissued common stock as will be sufficient to satisfy the requirements of this
Agreement;


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(b)           Pay
all original issue taxes with respect to the issue of shares pursuant hereto and
all other fees and expenses necessarily incurred by the Company in connection
therewith;





(c)           Use
its best efforts to comply with all laws and regulations which, in the opinion
of counsel for the Company, shall be applicable thereto.





14.         Parties Bound by
Plan.  The Plan and each determination, interpretation or other
action made or taken pursuant to the provisions of the Plan shall be final and
shall be binding and conclusive for all purposes on the Company and the Optionee
and the Optionee’s respective successors in interest.





15.         Severability.  In
the event any parts of this Agreement are found to be void, the remaining
provisions of this Agreement shall nevertheless be binding with the same effect
as though the void parts were deleted.





16.         Arbitration.  Any
controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in Broward county, Florida (unless the parties agree in writing to a
different location), before a single arbitrator in accordance with the rules of
the American Arbitration Association then in effect.  The decision and
award made by the arbitrator shall be final, binding and conclusive on all
parties hereto for all purposes, and judgment may be entered thereon in any
court having jurisdiction thereof.





17.         Benefit.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their legal representatives, successors and assigns.





18.         Notices and
Addresses.  All notices, offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by FedEx or similar
receipted delivery, or by facsimile delivery as follows:





The
      Optionee:
            ________


________


________





The
      Company:
            Upstream
      Worldwide, Inc.


200
      E. Broward Blvd., Suite 1200


Ft.
      Lauderdale, FL 33301


Attention:
      Chief Financial Officer


Facsimile:
      (954) 915-1525





with
      a copy to:
            Michael
      D. Harris, Esq.


Harris
      Cramer LLP


1555
      Palm Beach Lakes Blvd., Suite 310


West
      Palm Beach, FL 33401


Facsimile:  (561)
      659-0701


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or to
such other address as either of them, by notice to the other may designate from
time to time.  The transmission confirmation receipt from the sender’s
facsimile machine shall be evidence of successful facsimile
delivery.  Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.





19.         Attorney’s
Fees.  In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding is commenced to enforce the
provisions of this Agreement, the prevailing party shall be entitled to a
reasonable attorney’s fee, costs and expenses.





20.         Governing
Law.  This Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
governed or interpreted according to the laws of the State of Delaware without
regard to choice of law considerations.





21.         Oral
Evidence.  This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof.  Neither
this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.





22.         Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  The execution of this Agreement may be by actual or
facsimile signature.





23.         Section or Paragraph
Headings.  Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Agreement.





24.         Stop-Transfer
Orders.





(a)           The
Optionee agrees that, in order to ensure compliance with the restrictions set
forth in the Plan and this Agreement, the Company may issue appropriate “stop
transfer” instructions to its duly authorized transfer agent, if any, and that,
if the Company transfers its own securities, it may make appropriate notations
to the same effect in its own records.





(b)           The
Company shall not be required (i) to transfer on its books any shares of the
Company’s common stock that have been sold or otherwise transferred in violation
of any of the provisions of the Plan or the Agreement or (ii) to treat the owner
of such shares of common stock or to accord the right to vote or pay dividends
to any purchaser or other Transferee to whom such shares of common stock shall
have been so transferred.





[Signature
Page To Follow]


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IN WITNESS WHEREOF the parties hereto
have set their hand and seals the day and year first above written.





WITNESSES:
                                          
                                          
                                          COMPANYBy:Chief
      Financial OfficerOPTIONEE:




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