Form of Stock Option Agreement


    

      EXHIBIT
        10.2

       

      STOCK
        OPTION AGREEMENT

       

      AGREEMENT
        made as of the _____ day of _____, 2006 between UPSNAP INC., a Nevada
        corporation (hereinafter referred to as the “Corporation”),
        and
        _____________ (hereinafter referred to as the “Optionee”).

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        the Corporation desires, in connection with the [employment/
        consulting/directorship] of the Optionee and in accordance with its Omnibus
        Stock and Incentive Plan (the “Plan”),
        to
        provide the Optionee with an opportunity to acquire common stock, $.001 par
        value (hereinafter referred to as “Common
        Stock”),
        of
        the Corporation on favorable terms and thereby increase his proprietary interest
        in the continued progress and success of the business of the
        Corporation;

       

      NOW,
        THEREFORE, in consideration of the premises, the mutual covenants herein
        set
        forth and other good and valuable consideration, the Corporation and the
        Optionee hereby agree as follows:

       

      1.     Grant
        of Subject Option.
        Pursuant to a determination by the Committee of the Board of Directors of
        the
        Corporation authorized to administer the Plan made effective as of [DATE]
        (the
“Date
        of Grant”),
        the
        Corporation, subject to the terms of the Plan and this Agreement, hereby
        grants
        to the Optionee as a matter of separate inducement and agreement, and in
        addition to and not in lieu of salary or other compensation for services,
        the
        right to purchase (hereinafter referred to as the “Subject
        Option”)
        an
        aggregate of [NUMBER] shares of Common Stock, subject to adjustment as provided
        in Section 8 hereof (such shares, as adjusted, shall hereinafter be referred
        to
        as the “Shares”).
        The
        Subject Option is not intended to qualify as an incentive stock option under
        Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
        The
        Subject Option is subject to all the terms and conditions of the Plan (including
        certain repurchase rights in favor of the Corporation) and in the event of
        any
        inconsistency between this Agreement and the Plan, the provisions of the
        Plan
        shall prevail. Optionee hereby acknowledges receipt of a copy of the Plan
        and
        agrees to be bound by all terms and provisions thereof. Capitalized terms
        not
        otherwise defined herein but defined in the Plan shall have the same meaning
        herein.

       

      2.     Purchase
        Price.
        The
        purchase price of shares of Common Stock covered by the Subject Option will
        be
        $[PRICE] per share, subject to adjustment as provided in Section 8
        hereof.

       

      3.     Exercise
        of Subject Option.
        The
        Subject Option shall be exercisable on the terms and conditions hereinafter
        set
        forth:

       

      (a)     The
        Subject Option shall become exercisable cumulatively as to the following
        percentages of the number of Shares originally subject thereto (after giving
        effect to 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      any
        adjustment pursuant to Section 9 of the Plan). There will be no vesting of
        the
        Subject Option until the anniversary date indicated:

       

      
        	 	
                (i)

              	
                25%
                  of Shares on or after one year from the Date of
                  Grant;

              


      

       

      
        	 	
                (ii)

              	
                50%
                  of Shares on or after two years from the Date of
                  Grant;

              


      

       

      
        	 	
                (iii)

              	
                75%
                  of Shares on or after three years from the Date of Grant;
                  and

              


      

       

      
        	 	
                (iv)

              	
                100%
                  of Shares on or after four years from the Date of
                  Grant.

              


      

       

      Notwithstanding
        the foregoing, the Subject Option shall become fully exercisable (without
        regard
        to the foregoing dates) immediately upon the occurrence of any of the following
        events: a Change in Control (in accordance with the provisions of Section
        8
        hereof) or the termination by the Corporation of Optionee’s
        [employment/consulting/directorship] other than for Cause (without regard
        for
        the provisions of Section 6 hereof regarding the extent to which a Subject
        Option may be exercised upon such termination). In the case a person serving
        solely as a director, the forgoing acceleration shall not occur by reason
        of the
        failure of the Optionee to be nominated or re-elected as a director upon
        the
        expiration of a term. A termination shall be for “Cause”
if
        the
        Optionee:

       

      
        	 	
                (i)

              	
                shall
                  have been convicted of a felony;

              


      

       

      
        	 	
                (ii)

              	
                shall
                  have engaged in an act or acts of personal dishonesty intended
                  to result
                  in personal enrichment at the expense of the
                  Corporation;

              


      

       

      
        	 	
                (iii)

              	
                shall
                  have engaged in gross negligence or willful misconduct with respect
                  to the
                  Corporation or its subsidiaries or affiliates, or has intentionally
                  engaged in any other conduct that is materially injurious (or would
                  be
                  reasonably likely to be materially injurious if made public) to
                  the
                  Corporation, monetarily or
                  otherwise.

              


      

       

      
        	 	
                (iv)

              	
                shall
                  have committed any act involving material dishonesty or material
                  disloyalty with respect to the Corporation or any of its subsidiaries
                  or
                  affiliates; or

              


      

       

      
        	 	
                (v)

              	
                shall
                  have engaged in any other malfeasance or act of moral turpitude
                  that
                  inflicts material harm (or would be reasonably likely to inflict
                  material
                  harm if made public) upon the reputation of the Corporation or
                  any of its
                  subsidiaries or affiliates;

              


      

       

      (b)     The
        Subject Option may be exercised pursuant to the provisions of this Section
        3, by
        notice and payment (including, but not limited to, a cashless exercise) to
        the
        Corporation as provided below.

       

      4.     Term
        of Subject Option.
        The
        term of the Subject Option shall be a period of ten (10) years from the Date
        of
        Grant. This Subject Option, to the extent unexercised, shall expire


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      on
        the
        day immediately prior to the tenth anniversary of the Date of Grant. The
        holder
        of the Subject Option shall not have any rights to dividends or any other
        rights
        of a stockholder with respect to any shares of Common Stock subject to the
        Subject Option until such shares shall have been issued to him (as evidenced
        by
        the appropriate entry on the books of a duly authorized transfer agent of
        the
        Corporation) provided that the date of issuance shall not be earlier than
        the
        date this Subject Option is exercised and provision of the purchase price
        of the
        shares of Common Stock (with respect to which this Subject Option is being
        exercised) is made to the Corporation pursuant to the provisions contained
        herein.

       

      5.     Non
        transferability of Subject Option.
        The
        Subject Option shall not be assignable or transferable otherwise than by
        will or
        by the laws of descent and distribution, or as provided in the Plan, and
        the
        Subject Option may be exercised during the lifetime of the Optionee only
        by him.
        More particularly, but without limiting the generality of the foregoing,
        the
        Subject Option may not be assigned, transferred (except as provided in the
        next
        preceding sentence) or otherwise disposed of, or pledged or hypothecated
        in any
        way, and shall not be subject to execution, attachment or other process.
        Any
        assignment, transfer, pledge, hypothecation or other disposition of the Subject
        Option attempted contrary to the provisions of this Agreement, or any levy
        of
        execution, attachment or other process attempted upon the Subject Option,
        will
        be null and void and without effect. Any attempt to make any such assignment,
        transfer, pledge, hypothecation or other disposition of the Subject Option
        or
        any attempt to make any such levy of execution, attachment or other process
        will
        cause the Subject Option to terminate immediately upon the happening of any
        such
        event; provided, however, that any such termination of the Subject Option
        under
        the foregoing provisions of this Section 5 will not prejudice any rights
        or
        remedies which the Corporation or any Parent or Subsidiary may have under
        this
        Agreement or otherwise.

       

      6.     Exercise
        Upon Cessation of Employment.

       

      (a)     If
        the
        Optionee at any time ceases to be an employee, consultant, or director of
        the
        Corporation by reason of his discharge for Cause, the Subject Option shall,
        at
        the time of such termination, terminate and the Optionee shall forfeit all
        rights hereunder. If, however, the employee, consultant, or director for
        any
        other reason (other than permanent and total disability or death) ceases
        to be
        such an Optionee, the Subject Option may, subject to the provisions of Section
        5
        hereof, be exercised by the Optionee to the same extent the Optionee would
        have
        been entitled under Section 3 hereof to exercise the Subject Option immediately
        prior to such cessation, at any time within one (1) month after such cessation,
        at the end of which period the Subject Option to the extent not then exercised,
        shall terminate and the Optionee shall forfeit all rights hereunder. In no
        event, however, may the Subject Option be exercised after the expiration
        of the
        term provided in Section 4 hereof.

       

      (b)     The
        Subject Option shall not be affected by any change of duties or position
        of the
        Optionee so long as he continues to be an Optionee of the
        Corporation.

       

      7.     Exercise
        Upon Death or Disability.

       

      (a)     If
        the
        Optionee dies while he is employed or serving, as a consultant or director
        of
        the Corporation, and on or after the first date upon which he would have
        been
        entitled 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      to
        exercise the Subject Option under the provisions of Section 3 hereof, the
        Subject Option may, subject to the provisions of Section 5 hereof, be exercised
        with respect to all or any part of the shares of Common Stock as to which
        the
        deceased Optionee had not exercised the Subject Option at the time of his
        death
        (but only to the extent the Subject Option was exercisable at the date of
        his
        death), by the estate of the Optionee (or by the person or persons who acquire
        the right to exercise the Subject Option by written designation of the Optionee)
        at any time within the period ending one (1) year after the date of the
        Optionee’s death (in no event, however, after the expiration of the term
        provided in Section 4 hereof), at the end of which period the Subject Option,
        to
        the extent not then exercised, shall terminate and the estate or other
        beneficiaries shall forfeit all rights hereunder.

       

      (b)     In
        the
        event that the employment or consulting or directorship by the Corporation
        is
        terminated by reason of the permanent and total disability of the Optionee
        on or
        after the first date upon which he would have been entitled to exercise the
        Subject Option under the provisions of Section 3 hereof, the Subject Option
        may,
        subject to the provisions of Section 5 hereof, be exercised with respect
        to all
        or any part of the shares of Common Stock as to which he had not exercised
        the
        Subject Option at the time of his disability (but only to the extent the
        Subject
        Option was exercisable at such time) by the Optionee at any time within the
        period ending one (1) year after the date of such termination of employment
        (in
        no event, however, after the expiration of the term provided in Section 4
        hereof), at the end of which period the Subject Option, to the extent not
        then
        exercised, shall terminate and the Optionee shall forfeit all rights hereunder
        even if the Optionee subsequently returns to the employ of the
        Corporation.

      
               
        8.  Merger,
        Consolidation or Change in Control of the Corporation.
        Upon
        (a) the merger or consolidation of the Corporation with or into another
        corporation (pursuant to which the stockholders of the Corporation immediately
        prior to such merger or consolidation will not, as of the date of such merger
        or
        consolidation, own a beneficial interest in shares of voting securities of
        the
        corporation surviving such merger or consolidation having at least a majority
        of
        the combined voting power of such corporation’s then outstanding securities), if
        the agreement of merger or consolidation does not provide for (i) the
        continuance of this Subject Option or (ii) the substitution of new option(s)
        for
        this Subject Option, or for the assumption of such Subject Option by the
        surviving corporation, (b) the dissolution, liquidation or sale of substantially
        all the assets of the Corporation or (c) a Change in Control of the Corporation,
        the Optionee shall have the right immediately prior to the effective date
        of
        such merger, consolidation, dissolution, liquidation, sale of assets or Change
        in Control of the Corporation to exercise this Subject Option (to the extent
        not
        exercised and not otherwise expired) in whole or in part without regard to
        any
        installment provision that may have been made part of the terms and conditions
        of this Subject Option. The Corporation, to the extent practicable, shall
        give
        advance notice to the Optionee of such merger, consolidation, dissolution,
        liquidation, sale of assets or Change in Control of the Corporation. If such
        an
        event occurs, to the extent a Subject Option is not exercised, it shall be
        forfeited as of the effective time of any such event (but not in the case
        of a
        Change in Control of the Corporation). Exercise of a Subject Option may be
        conditioned on the consummation of a transaction described in this Section.
        For
        purposes hereof, “Change
        of Control”
means
        any of the following events: 

      
         

        (a)  A
          sale,
          consolidation, merger, acquisition or affiliation which results in the
          stockholders of the Corporation (determined immediately prior to the
          consummation of

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        the
          transaction) holding immediately after consummation of such transaction
          less
          than 45% of the total outstanding capital stock of the surviving or successor
          corporation in the transaction (the “Surviving
          Corporation”);
          or

         

        (b)  A
          sale,
          consolidation, merger, or acquisition in which the Corporation becomes
          accountable to, or a part of, a newly created company or controlling
          organization where at least 51% of the members of the Board of the newly
          created
          Company or controlling organization were not members of the Corporation’s Board
          immediately prior to such sale, consolidation, merger, or acquisition;
          or

         

        (c)  A
          sale or
          other disposition by the Corporation of all or substantially all of the
          assets
          of the Corporation. 

         

      

      9.     Registration.
        The
        shares of Common Stock subject hereto and issuable upon the exercise hereof
        may
        not be registered under the Securities Act of 1933, as amended, and, if required
        by the Corporation, the Optionee will give a representation as to his investment
        intent with respect to such shares and as to such other facts as the Committee
        may deem necessary prior to their issuance as set forth in Section 10
        hereof.

       

      The
        Corporation may register or qualify the shares covered by the Subject Option
        for
        sale pursuant to the Securities Act of 1933, as amended, at any time prior
        to or
        after the exercise in whole or in part of the Subject Option, but the
        Corporation is under no obligation to register any of its shares or any transfer
        thereof.

       

      10.     Method
        of
        Exercise of Subject Option.

       

      (a)     Subject
        to the terms and conditions of this Agreement, the Subject Option shall be
        exercisable by notice in the manner set forth in Exhibit A hereto (the
“Notice”)
        and
        provision for payment to the Corporation in accordance with the procedure
        prescribed herein. Each such Notice shall:

       

      
        	 	
                (i)

              	
                state
                  the election to exercise the Subject Option and the number of Shares
                  in
                  respect of which it is being
                  exercised;

              


      

       

      
        	 	
                (ii)

              	
                contain
                  a representation and agreement as to investment intent, if required
                  by
                  counsel to the Corporation with respect to such Shares, in form
                  satisfactory to counsel for the
                  Corporation;

              


      

      
      

       

      
        	 	
                (iii)

              	
                be
                  signed by the Optionee or the person or persons entitled to exercise
                  the
                  Subject Option and, if the Subject Option is being exercised by
                  any person
                  or persons other than the Optionee, be accompanied by proof, satisfactory
                  to counsel for the Corporation, of the right of such person or
                  persons to
                  exercise the Subject Option; and

              


      

       

      
        	 	
                (iv)

              	
                be
                  received by the Corporation on or before the date of the expiration
                  of
                  this Subject Option. In the event the date of expiration of this
                  Subject
                  Option falls on a day which is not
                  a 

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  (iv)

                	
                  regular
                    business day in Davidson, North Carolina, then such written notice
                    must be
                    received at such office on or before the last regular business
                    day prior
                    to such date of expiration.

                


        

      

       

      (b)     Payment
        of the purchase price of any shares of Common Stock, in respect of which
        the
        Subject Option shall be exercised, shall be made by the Optionee or such
        person
        or persons at the place specified by the Corporation at the time the Notice
        is
        delivered to the Corporation (i) by delivering to the Corporation a certified
        or
        bank cashier’s check payable to the order of the Corporation, (ii) by delivering
        to the Corporation properly endorsed certificates of shares of Common Stock
        (or
        certificates accompanied by an appropriate stock power) with signature
        guaranties by a bank or trust company, (iii) by having withheld from the
        total
        number of shares of Common Stock to be acquired upon the exercise of this
        Subject Option a specified number of such shares of Common Stock, (iv) by
        any
        form of “cashless” exercise or (v) by any combination of the above. The
        Committee shall have discretion to interpret this provision to ensure that
        it is
        fairly administered.

       

      (c)     The
        Subject Option shall be deemed to have been exercised with respect to any
        particular shares of Common Stock if, and only if, the preceding provisions
        of
        this Section 10 and the provisions of Section 11 hereof shall have been complied
        with, in which event the Subject Option shall be deemed to have been exercised
        on the date the Notice of exercise of the Subject Option was received by
        the
        Corporation. Anything in this Agreement to the contrary notwithstanding,
        any
        notice of exercise given pursuant to the provisions of this Section 10 shall
        be
        void and of no effect if all the preceding provisions of this Section 10
        and the
        provisions of Section 11 shall not have been complied with.

       

      (d)    The
        certificate or certificates for shares of Common Stock as to which the Subject
        Option shall be exercised will be registered in the name of the Optionee
        (or in
        the name of the Optionee’s estate or other beneficiary if the Subject Option is
        exercised after the Optionee’s death), or if the Subject Option is exercised by
        the Optionee and if the Optionee so requests in the notice exercising the
        Subject Option, will be registered in the name of the Optionee and another
        person jointly, with right of survivorship and will be delivered as soon
        as
        practical after the date the Notice (and full payment) is received by the
        Corporation, but only upon compliance with all of the provisions of this
        Agreement.

       

      (e)     If
        the
        Optionee fails to accept delivery of and pay for all or any part of the number
        of Shares specified in such Notice upon tender or delivery thereof, his right
        to
        exercise the Subject Option with respect to such undelivered Shares may be
        terminated in the sole 

      discretion
        of the Board of Directors of the Corporation. The Subject Option may be
        exercised only with respect to full Shares.

       

      (f)     The
        Corporation shall not be required to issue or deliver any certificate or
        certificates for shares of its Common Stock purchased upon the exercise of
        any
        part of this Subject Option prior to the payment to the Corporation, upon
        its
        demand, of any amount requested by the Corporation for the purpose of satisfying
        its liability, if any, to withhold state or local income or earnings tax
        or any
        other applicable tax or assessment (plus interest or penalties thereon, if
        any,
        caused by a delay in making such payment) incurred by reason of the exercise
        of
        this Subject Option or the transfer of shares thereupon. Such payment shall
        be
        made by the

      
         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

       

      Optionee
        in cash or, with the consent of the Corporation and to the extent permitted
        by
        the Plan, by tendering to the Corporation shares of Common Stock equal in
        value
        to the amount of the required withholding. In the alternative, the Corporation
        may, at its option, satisfy such withholding requirements by withholding
        from
        the shares of Common Stock to be delivered to the Optionee pursuant to an
        exercise of this Subject Option a number of shares of Common Stock equal
        in
        value to the amount of the required withholding.

       

      (g)     The
        Corporation may as a condition to the exercise of a Subject Option prior
        to the
        Initial Public Offering require that the Optionee enter into a stockholders
        agreement to which at least a majority of the shares of Common Stock is then
        subject..

       

      11.   Approval
        of Counsel.
        The
        exercise of the Subject Option and the issuance and delivery of shares of
        Common
        Stock pursuant thereto shall be subject to approval by the Corporation’s counsel
        of all legal matters in connection therewith, including, but not limited
        to,
        compliance with the requirements of the Securities Act of 1933, as amended,
        and
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        thereunder, and the requirements of any stock exchange upon which the Common
        Stock may then be listed.

       

      12.   Resale
        of Common Stock.

       

      (a)     If
        so
        requested by the Corporation, upon any permitted sale or transfer of the
        Common
        Stock purchased upon exercise of the Subject Option, the Optionee shall deliver
        to the Corporation an opinion of counsel satisfactory to the Corporation
        to the
        effect that either (i) the Common Stock to be sold or transferred has been
        registered under the Securities Act of 1933, as amended, and that there is
        in
        effect a current prospectus meeting the requirements of Section 10(a) of
        said
        Act which is being or will be delivered to the purchaser or transferee at
        or
        prior to the time of delivery of the certificates evidencing the Common Stock
        to
        be sold or transferred, or (ii) such Common Stock may then be sold without
        violating Section 5 of said Act.

       

      (b)     The
        Common Stock issued upon exercise of the Subject Option shall bear the following
        legend if required by counsel for the Corporation:

       

      THE
        SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933 (THE “ACT”)
        AND
        MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
        DISPOSED OF UNLESS THEY HAVE FIRST

      BEEN
        REGISTERED UNDER THE ACT, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE
        CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

       

      13.   Market
        Stand-Off Agreement.
        Upon
        the request of the Corporation or the underwriters managing any underwritten
        public offering of the Corporation’s securities, the Optionee agrees not to
        sell, make any short sale of, loan, grant any option for the purchase of,
        or
        otherwise dispose of shares acquired upon exercise of the Subject Option,
        without the prior written consent of the Corporation or such underwriters,
        for
        such period of time (not to exceed

       

      
        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

       

      180
        days)
        from the effective date of such registration as may be required by the
        Corporation or such underwriter.

       

      14.   Reservation
        of Shares.
        To the
        extent shares of Common Stock are not readily tradable over an established
        securities market, the Corporation shall at all times during the term of
        the
        Subject Option reserve and keep available such number of shares of the class
        of
        stock then subject to the Subject Option as will be sufficient to satisfy
        the
        requirements of this Agreement.

       

      15.   Limitation
        of Action.
        The
        Optionee and the Corporation each acknowledges that every right of action
        accruing to him or it, as the case may be, and arising out of or in connection
        with this Agreement against the Corporation, on the one hand, or against
        the
        Optionee, on the other hand, shall, irrespective of the place where an action
        may be brought, cease and be barred by the expiration of six months from
        the
        date of the act or omission in respect of which such right of action
        arises.

       

      16.   Notices.
        Each
        notice relating to this Agreement shall be in writing and delivered in person
        or
        by certified mail to the proper address. All notices to the Corporation or
        the
        Committee shall be addressed to them at the Corporation’s principal office. All
        notices to the Optionee shall be addressed to the Optionee or such other
        person
        or persons at the Optionee’s address above specified. Anyone to whom a notice
        may be given under this Agreement may designate a new address by notice to
        that
        effect.

       

      17.   Benefits
        of Agreement.
        This
        Agreement shall inure to the benefit of and be binding upon each successor
        and
        assign of the Corporation. All obligations imposed upon the Optionee and
        all
        rights granted to the Corporation under this Agreement shall be binding upon
        the
        Optionee’s heirs, legal representatives and successors.

       

      18.   Severability.
        In the
        event that any one or more provisions of this Agreement shall be deemed to
        be
        illegal or unenforceable, such illegality or unenforceability shall not affect
        the validity and enforceability of the remaining legal and enforceable
        provisions hereof, which shall be construed as if such illegal or unenforceable
        provision or provisions had not been inserted.

       

      19.   Governing
        Law.
        The
        validity, interpretation, construction and performance of this Agreement
        will be
        construed and governed in accordance with the laws of the State of North
        Carolina, without giving effect to the conflicts of laws principles
        thereof.

       

      20.   Jurisdiction.
        Service
        of Process. Any action or proceeding seeking to enforce any provision of,
        or
        based on any right arising out of, this Agreement may be brought in the courts
        of the State of North Carolina, County of Mecklenburg, or, if it has or can
        acquire jurisdiction, inthe
        United States District Court for the State of North Carolina, Western District.
        Each of the parties consents to the jurisdiction of such courts (and of the
        appropriate appellate courts) in any such action or proceeding and waives
        any
        objection to venue laid therein. Process in any action or proceeding referred
        to
        in the preceding sentence may be served on any party anywhere in the
        world.

       

      21.   [Applicable
        to Options Granted Prior to Plan Approval by Stockholders] Condition of
        Award.
        Optionee understands that the Plan shall be effective upon its adoption by
        the
        Board, provided however that the shareholders of the Corporation approve
        the
        Plan within

       

      
        
          
            
            

          

          
             8

            
              

            

          

          
            
            

          

        

      

       

      twelve
        months of its adoption by the Board and that all Awards granted prior to
        such
        approval, including that reflected by this Agreement, shall be subject to
        such
        approval. If the stockholders do not so approve the Plan, the Plan shall
        terminate and all Awards previously issued, including that reflected by this
        Agreement, shall terminate as if they had never been awarded.

       

      22.   Employment.
        Nothing
        contained in this Agreement shall be construed as:

       

      (a)     a
        contract of employment between the Optionee and the Corporation,

       

      (b)    
as
        a
        right of the Optionee to be continued in the employ of the Corporation or
        any
        parent or subsidiary, or

       

      (c)     as
        a
        limitation on the right of the Corporation to discharge the Optionee at any
        time, with or without Cause.

       

      IN
        WITNESS WHEREOF, the Corporation has caused this Agreement to be executed
        in its
        name by its President or one of its Vice Presidents and its corporate seal
        to be
        hereunto affixed and attested by its Secretary or one of its Assistant
        Secretaries and the Optionee has hereunto set his hand all as of the date,
        month
        and year first above written.

       

      
        
          	 	
                   UPSNAP
                    Inc.

                   

                
	 	By: 	
                   

                
	 	 	
                  Name:

                
	 	 	
                  Title:

                
	 	
                   

                   

                
	 	 OPTIONEE


        

      

       

       

      
        	
                ATTEST:

                 

              	 
	
                Secretary
                  or Assistant Secretary 

              	 


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      STOCK
        OPTION EXERCISE FORM

       

      DATE:

       

      UPSNAP
        Inc.

       

      Dear
        Sirs:

       

      Pursuant
        to the provisions of the Stock Option Agreement dated [DATE,] whereby you
        have
        granted to me a stock option to purchase shares of Common Stock of UPSNAP
        Inc.
        (the “Corporation”),
        I
        hereby notify you that I elect to exercise my option to purchase [NUMBER]
        of the
        shares covered by such option at the price specified therein. In full payment
        of
        the price for the shares being purchased hereby, I am delivering to you herewith
        (e) a certified or bank cashier’s check payable to the order of the Corporation
        in the amount of $[AMOUNT,]* or (f) a certificate or certificates for [NUMBER]
        shares of Common Stock of the Corporation, and which have a fair market value
        as
        of the date hereof of $[AMOUNT] and a certified or bank cashier’s check, payable
        to the order of the Corporation, in the amount of $__________________.**
        Any
        such stock certificate or certificates are endorsed, or accompanied by an
        appropriate stock power, to the order of the Corporation, with my signature
        guaranteed by a bank or trust company or by a member firm of the New York
        Stock
        Exchange. I hereby acknowledge that I am purchasing these shares for investment
        purposes only and not for resale.

       

      
        
          	 	
                  Very
                    truly yours,

                   

                
	 	 
	 	
                  Name:

                
	 	
                  Address:

                


        

      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      OPTION
        NO. 2006 NQO-[ ]

       

      
        	
                UPSNAP
                  Inc.

              	 	 
	 	 	 
	
                STOCK
                  OPTION

              	 	 
	 	 	 
	
                Granted
                  To

              	 	 
	 	 	 
	
                Optionee

              	 	 
	 	 	 
	 	 	
                $

              
	
                Number
                  of Shares

              	 	
                Price
                  per Share

              
	 	 	 
	
                Date
                  Granted

              	 	 


      

       

      
        
          
          

        

        
          11