Exhibit
            10.12


            
            OPTION AGREEMENT
            (the "Agreement") made this 20th day of August, 2007
            between IP
            timize, Inc., a Minnesota corporation
            with offices at 2135 S. Cherry St.,
            Suite 200, Denver, CO. 80222 (the
            “Grantor ”),
            and (NAME) residing
            at,
            ______________________
            ,
            (STATE)
            (ZIP)
            (the "Holder"). The Holder and the Grantor are
            hereinafter collectively referred to as the "Parties" and individually as a
            "Party".

             


            
            W I T N E S S E T H


            


            
            WHEREAS
            , the Holder has been acting as an executive officer
            of the Grantor since 1998 and entered into an employment agreement with the Grantor
            effective October 1, 2005 which agreement did not provide for the issuance of stock
            options; and

             


            
            WHEREAS,
            the Holder desires to be issued an exclusive,
            non-transferable five year option (the “Option” .to purchase and aggregate
            of (XXX,XXX) shares of the Grantor’s Common Stock, no par value per share (the
            “Option Shares”); and

             


            
            WHEREAS,
            the Grantor is willing to grant the Option to the
            Holder to purchase the Option Shares on the terms and subject to the conditions set
            forth in this Agreement.


            
             


            
            NOW, THEREFORE,
            in consideration for the Option Payment as that term
            is defined in Section 1 below and other good and valuable consideration, the receipt
            and adequacy of which is hereby acknowledged and accepted, the Parties hereby jointly
            and severally represent, warrant, covenant and agree as follows:

             


            
            1.     
            Grant of
            Option. In consideration of the sum of
            $xxxx, the receipt and adequacy of which is hereby acknowledged and accepted by the
            Grantor (the "Option Payment"), the Grantor hereby irrevocably grants the Option to the
            Holder and the Holder hereby accepts the Option from the Grantor. The Option shall vest
            at the rate of XX,XXX Option
            Shares per calendar quarter
            (the
            commencing on September 1, 2007
            until fully vested; and shall be exercisable quarterly
            at any time and from time to time following a vested
            quarter commencing on January 1, 2008 for the first vesting quarter ending December 31,
            2007. The Option shall expire on the fifth anniversary of the date of this Agreement
            (the “Option Period”).


            


            
            2.      
            Exercise
            Price. During the Option Period, the
            Holder shall be entitled to exercise the Option and purchase the Option Shares from the
            Grantor at a price of $.XX per Option Share or an aggregate of $XXX,XXX (the "Exercise
            Price"). The Exercise Price, which represents the fair market value of the Option
            Shares as of the date of this Agreement, shall be payable in cash, by certified,
            cashiers or bank check or wire transfer on the Closing Dates (as that term is
            hereinafter defined) or by the Holder’s personal check which shall be subject to
            collection.


            


            
            3.     
            Exercise of the
            Option. The Option shall be exercisable
            by the Holder furnishing the Grantor with written notice of his intention to exercise
            the same (the "Option Notice"). The Option shall only be exercisable with respect to
            quarterly vested Option Shares. The Option Notice shall set a closing date not more
            than 20 days after the date of the Option Notice but not later than the expiration of
            the Option Period where of the vested Option Shares shall take place (a "Closing
            Date"). On a Closing Date, the purchase of the vested Option Shares shall take place at
            the offices of the Grantor or at such other place as the Parties shall mutually agree.
            In the event the Holder fails to exercise the Option and set a Closing Date before the
            expiration of the Option Period, the Grantor shall be entitled to retain the Option
            Payment without further notice to the Holder and this Agreement shall thereafter be and
            be deemed to be null and void and of no further force or effect.


            
             

            
            

            

            
            4.     
            Closing
            . On a Closing Date, the Grantor shall deliver a
            certificate or certificates representing the number of quarterly vested Option Shares
            to the Holder or the Holder's designated recipient(s) in such denominations as the
            Holder shall specify in writing against payment in full for all of the quarterly vested
            Option Shares. The Holder shall furnish the Grantor written notice at least five days
            in advance of the Closing Date as to the name and address of the recipient of the
            quarterly vested Option Shares and the denominations of the certificates representing
            the same.


            


            
            5.     
            Representation, Warranties and Covenants of the
            Grantor. The Grantor hereby represents
            and warrants to and covenants with the Holder as follows:


            


            
                      A.     The
            Grantor is a corporation duly organized,
            validly existing and in good standing under the laws of the
            State of Minnesota, and has the
            corporate power and authority to own or lease its properties, carry on its business as
            now conducted, enter into this Agreement and
            perform its obligations hereunder
            in the time and manner contemplated;


            


            
            B.     The Grantor has the
            power, right and authority to execute and perform this Agreement and the execution,
            delivery and performance of this Agreement, in the time and manner herein specified,
            will not conflict with, result in a breach of, or constitute a default under any
            provisions of law, or any existing agreement, indenture or other instrument to which
            the Grantor is a party or by which the Option or the Option Shares may be bound or
            affected in any manner whatsoever;


            


            
            C.     The Option Shares
            when originally issued to the Holder will be duly and validly issued, fully paid and
            non-assessable with no personal liability attaching to the ownership
            thereof;


            


            
            D.     
            The execution and delivery of this Agreement, the
            performance of its obligations hereunder and the consummation of the transaction made
            the subject hereof have been approved by the
            Grantor’s Board of Directors, and no other
            corporate action or proceeding on the part of the
            Grantor is
            necessary to authorize this Agreement and the transactions contemplated hereby;
            and


            


            
            F. The representations and warranties of the Grantor
            herein contained shall be true and correct on and as of the Closing Date with the same
            force and effect as if made on and as of that date.


            


            
            6.   
            Representations, Warranties and Covenants of the
            Holder. The Holder hereby represents and
            warrants to and covenants with the Grantor as follows:


            
             


            
            2

            
            

            

            
                      A.     The
            Holder has the power, right and authority to execute and perform this Agreement and the
            execution, delivery and performance of this Agreement, in the time and manner herein
            specified, will not conflict with, result in a breach of, or constitute a default under
            any provisions of law, or any existing agreement, indenture or other instrument to
            which the Holder is a party;

             


            
            B.      
            The
            Holder
            acknowledges and accepts that
            the Option
            Shares are restricted securities as
            that term is defined under the Securities Act of 1033, as amended (the
            “Securities Act”). Accordingly, and only in the event the
            Holder
            exercises the Option, the
            Holder
            hereby acknowledges that
            until and unless the same are
            registered under the Securities Act: (i)
            he
            will be acquiring the
            Option
            Shares solely for his own account,
            for investment purposes and without a view towards the resale or distribution thereof;
            (ii) the Option
            Shares will be subject of stop
            transfer orders on the books and records of the
            Company’s
            transfer agent and shall be
            imprinted with a standard form of restrictive legend; and (iii
            ) any sale
            or transfer
            of the
            Option
            Shares will be accomplished only in
            accordance with the Securities Act and the rules and regulations of the
            Securities and Exchange
            Commission adopted
            thereunder;


            


            
            C.     The representations
            and warranties contained in this Section 6 shall supersede any and all previous written
            or oral statements made by the Grantor to the Holder with respect to the Option or the
            number of Option Shares;


            


            
            D.     The Holder has had
            access to such records of the Grantor as the Holder desires to examine and is relying
            and entering into this Agreement upon the Holder's own independent findings concerning
            the Grantor's business prospects and the value of the Option Shares, and not upon any
            representation, statement or warranty of the Grantor or any obligation of the Grantor
            to make any such representation, statement or warranty; and


            


            
            E.     The representations
            and warranties of the Holder herein contained shall be true and correct on and as of
            the Closing Date with the same force and effect as if made on and as of that
            date.


            


            
            7.     
            Representations; Performance of
            Obligations. All representations and
            warranties of the Grantor and the Holder in this Agreement shall remain true and
            correct as of a Closing Date and the Grantor and the Holder shall, on or before a
            Closing Date, have performed all of their respective obligations hereunder which by the
            terms hereof are to be performed by the Holder and/or the Grantor on or before a
            Closing Date.


            


            
            8.     
            Survival of Representations and
            Warranties. The representations and
            warranties of the Grantor and the Holder herein are material, shall be deemed to have
            been relied upon by the other Party and shall survive a Closing for 12 months,
            regardless of any investigation, and shall not merge in the performance of any
            obligation by any party hereto.


            


            
            9.     
            Expenses
            .     Regardless
            of whether or not the transaction contemplated herein is consummated, each Party shall
            promptly pay, shall be responsible for, and account for all costs and expenses incurred
            by it in connection with this Agreement and the transactions contemplated
            hereby.


            
             


            
            3

            
            

            

               
            10.     
            Termination
            . This Agreement may be terminated
            by either Party in accordance with the terms and conditions of a written consulting
            agreement between the Grantor and the Holder dated August 20, 2007, or by the failure
            of the Holder to exercise the Option and to close before the expiration of the Option
            Period.


            


            
                 11.     
            Effect on Termination.
              In the event of termination of this Agreement
            as provided in Section 10, this Agreement shall forthwith become null and void and
            there shall be no further liability on the part of the Grantor or the Holder.
            Termination of this Agreement by either the Grantor or the Holder as a result of the
            breach of the terms and conditions hereof by the other shall not relieve any Party of
            any liability for a breach of, or for any misrepresentation under this Agreement, or be
            deemed to constitute a waiver of any available remedy (including specific performance
            if available) for any such breach or misrepresentation.

             


            
                
            12.     
            Amendment
            and
            Assignment.  This Agreement may not be amended except by
            an instrument in writing signed on behalf of each of the Parties hereto. This Agreement
            shall not be assignable under any circumstances.


            


            
                 13.     
            Binding
            Effect.  All of the terms and
            provisions of the Agreement shall be binding upon and inure to the benefit of and be
            enforceable by and against the respective heirs, representatives, executors,
            administrators, successors and assigns of the Parties hereto. 

              


            
                
            14.     
            Entire
            Agreement.  Each of the
            Parties hereto, covenants that this Agreement is intended to and does contain and
            embody herein all of the understandings and agreements, both written and oral, of the
            parties hereby with respect to the subject matter of this Agreement and that there
            exists no oral agreement or understanding express or implied, whereby the absolute,
            final and unconditional character and nature of this Agreement shall be in any way
            invalidated, impaired or affected. There are no representations, warranties or
            covenants other than those set forth herein.


            
             


            
                
            15.     Governing
            Law. This Agreement shall be
            governed by and interpreted under and construed in all respects in accordance with the
            laws of the State of Colorado, irrespective of the place of domicile or residence of
            either Party.


            
             


            
                
            16.     Arbitration
            . The Parties agree that in the event of a
            controversy arising out of the interpretation, construction, performance or breach of
            the Agreement, any and all claims arising out of or relating to this Agreement shall be
            settled by arbitration according to the Commercial Arbitration Rules of the American
            Arbitration Association located in the City of Denver, Colorado before a single
            arbitrator, except as provided below. The decision of the arbitrator(s) will be
            enforceable in any court of competent jurisdiction. The parties hereby agree and
            consent that service of process in any such arbitration proceeding outside the City of
            Denver, Colorado shall be tantamount to service in person within City of
            Denver, Colorado, and shall confer personal
            jurisdiction on the American Arbitration Association. In any dispute where a party
            seeks Fifty Thousand Dollars ($50,000.00) or more in damages, three (3) arbitrators
            will be employed, one selected by the Grantor, one by the Holder and the third by the
            two selected arbitrators. In resolving all disputes between the parties, the
            arbitrators will apply the law of the State of Colorado, except as may be modified by
            this Agreement. The arbitrators are, by this Agreement, directed to conduct the
            arbitration hearing no later than three (3) months from the service of the statement of
            claim and demand for arbitration unless good cause is shown establishing that the
            hearing cannot fairly and practically be so convened.


            
             


            
            4

            
            

            

            
             


            
             


            
                       
            The arbitrators will resolve any discovery disputes by such pre-hearing conferences as
            may be needed. Each Party hereby agrees and consents that the arbitrators and any
            counsel of record to the proceeding will have the power of subpoena process as provided
            by law. Notwithstanding the foregoing, if a dispute arises out of or related to this
            Agreement, or the breach thereof, before resorting to arbitration the Parties agree
            first to try in good faith to settle the dispute by mediation under the Commercial
            Mediation Rules of the American Arbitration Association.


            


            
            17.     
            Originals
            .  
            This Agreement may be executed in counterparts each of which so executed shall be
            deemed an original and constitute one and the same agreement.


            


            
            18.     
            Addresses of the
            Parties. Each Party shall at all times
            keep the other Party informed of his or its principal place of business if different
            from that stated herein, and promptly notify the other of any change, giving the
            address of the new principal place of business.


            


            
            19.     
            Notices
            . All notices, requests, demands and other
            communications hereunder shall be deemed to have been duly given if delivered in hand
            or transmitted by facsimile (if followed by a copy by mail within three (3) business
            days) or by priority overnight package delivery service or if telegraphed or mailed by
            certified or registered mail to the address appearing above.


            


            
            IN WITNESS WHEREOF,
            the Grantor and the Holder have executed this
            Agreement as of the date first set forth above.


            


            
            IPTIMIZE, INC.,

            a
            Minnesota
            corporation


            


            
            By:
            _______________________


            
            Name, President


            


            
            ___________________________

            Name, Individual


            
             


            
             


            
             


            
             


            
             


            
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