Filed by Bowne Pure Compliance



 




Exhibit 10.2


THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING
SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144, OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY
SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT.


OPTION TO PURCHASE COMMON
STOCK

OF

NEUTRON ENTERPRISES, INC.


Void after October 11, 2012


This certifies
that, for value received,
                                                
(“Holder”) is entitled, subject to the terms set forth below, to
purchase from NEUTRON ENTERPRISES, INC., a Nevada corporation (the
“Company”), shares of the common stock, $.001 par value per share,
of the Company (“Common Stock”), as constituted on October 12,
2007 (the “Option Issue Date”), with the Notice of Exercise
attached hereto duly executed, and simultaneous payment therefor in lawful
money of the United States or as otherwise provided in Section 3 hereof,
at the Exercise Price then in effect. The number, character and Exercise Price
of the shares of Common Stock issuable upon exercise hereof are subject to
adjustment as provided herein.


1. Term of
Option. This Option shall be exercisable, in whole or in part, on the date
hereof and ending at 5:00 p.m. EST on October 11, 2012 (the “Option
Termination Date”) and shall be void thereafter.


2. Number
of Shares, Exercise Price, Restrictions, Repurchase Right, and Escrow.


2.1 Number of
Shares. The number of shares of Common Stock which may be purchased
pursuant to this Option shall be
                                                
shares (the “Shares”), subject, however, to adjustment pursuant
to Section 11 hereof.


2.2 Exercise
Price. The Exercise Price at which this Option, or portion thereof, may be
exercised shall be $0.50 per Share, subject, however, to adjustment pursuant to
Section 11 hereof.





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2.3
Restrictions. Transfer of the Shares issued upon exercise of this Option is
subject to the following restrictions:


(a) From the Option Issue Date through April 11,
2008, the Holder shall not offer to sell, sell, or contract to sell or, lend,
pledge, hypothecate or otherwise transfer or dispose of, directly or
indirectly, any Shares; and


(b) Subject to Section 2.4 below, from and including
April 12, 2008 through October 11, 2008, the Holder shall not offer
to sell, sell, or contract to sell or, lend, pledge, hypothecate or otherwise
transfer or dispose of, directly or indirectly, [50% of the number of shares
granted] Shares.


2.4 Repurchase Right.


(a) If, prior to April 12, 2008, Holder’s
employment with or services to the Company are terminated by the Company for
Cause, and Holder has exercised this Option, in whole or in part, as of the
date of such termination, the Company shall have the right, but not the
obligation, to purchase up to all of the Shares issued to Holder at a purchase
price equal to the Exercise Price of the Shares (the “Repurchase
Price”). The Company shall exercise such right within forty-five
(45) days after such termination.


(b) If, on or after April 12, 2008 and prior to
October 12, 2008, Holder’s employment by or services to the Company
are terminated by the Company for Cause, and Holder has exercised this Option,
in whole or in part, as of the date of such termination, the Company shall have
the right, but not the obligation, to purchase that number of Shares in excess
of [50% of the number of shares granted] at the Repurchase Price. The
Company shall exercise such right within forty-five (45) days after such
termination.


(c) If, prior to October 12, 2008, Holder ceases to
be employed by or provide services to the Company due to Holder’s
resignation, and Holder has exercised this Option, in whole or in part, as of
the date of such resignation or during the thirty (30) day period
thereafter, the Company shall have the right, but not the obligation, to
purchase that number of Shares in excess of [50% of the number of shares
granted] at the Repurchase Price. The Company shall exercise such right
within forty-five (45) days after such resignation.


2.5 Escrow.


(a) If Holder exercises this Option, in whole or in part,
prior to October 12, 2008, or in the event Holder has resigned from the
Company, prior to November 11, 2008, a certificate representing the Shares
issuable upon such exercise shall be issued in the name of Holder and shall be
escrowed with the Secretary of the Company (the “Escrow Agent”).
Each deposited certificate shall be accompanied by a Stock Power


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duly endorsed in
blank by Holder. The deposited certificates shall remain in escrow until such
time or times as the restrictions imposed under Section 2.3 and repurchase
rights under Section 2.4 have terminated. Upon delivery of the
certificates to the Escrow Agent, Holder shall be issued an instrument of
deposit acknowledging the number of Shares delivered in escrow to the Escrow
Agent.


(b) The Shares shall be subject to the following terms and
conditions relating to their release from escrow or their delivery to the
Company in connection with a repurchase:


(i) Subject to the termination of the repurchase rights
set forth in Section 2.4, on April 12, 2008, all restrictions shall
be removed from the certificates representing up to [50% of the number of
shares granted] Shares and the Secretary of the Company shall deliver to
Holder certificates representing such Shares free and clear of all restrictions
(except for any applicable securities law restrictions) within 10 business days
thereafter.


(ii) Subject to the termination of the repurchase rights
set forth in Section 2.4, on October 12, 2008, all restrictions shall
be removed from the certificates representing the Shares and the Secretary of
the Company shall deliver to Holder certificates representing such Shares free
and clear of all restrictions (except for any applicable securities law
restrictions) within 10 business days thereafter.


(iii) Should Company repurchase any Shares pursuant to
Section 2.4, then the escrowed certificates representing such repurchased
Shares shall be delivered to the Company for cancellation concurrently with
such repurchase. Upon such repurchase, Holder shall cease to have any further
rights or claims with respect to such Shares. To facilitate the performance or
observance by Holder of this Section 2.5(b)(iii), Holder hereby
irrevocably appoints (which appointment is coupled with an interest) the
Secretary as the attorney-in-fact of Holder to transfer any Shares so
repurchased to the Company, and Holder agrees that the transfer of stock
certificates with respect to such repurchased Shares shall be specifically
performable by the Company in a court of equity or law.


3. Exercise
of Option.


3.1 Payment of
Exercise Price. Subject to the terms hereof, the purchase rights
represented by this Option are exercisable by the Holder in whole or in part,
at any time, or from time to time, by the surrender of this Option and the
Notice of Exercise annexed hereto duly completed and executed on behalf of the
Holder, at the office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address
of the Holder appearing on the books of the Company) accompanied by payment of
the Exercise Price in full (i) in cash or by bank or certified check for
the Shares with respect to which this Option is exercised; (ii) by
delivery to the Company of shares of the Company’s Common Stock having a
Fair Market Value (as defined below) equal to the aggregate Exercise Price of
the Shares being purchased which Holder is the record and beneficial owner of
and which have been


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held by the Holder for at least six
(6) months; provided, however, that such method of payment is then
permitted under applicable law; (iii) if the sale of the Shares is covered
by an effective registration statement, by delivering to the Company a Notice
of Exercise together with an irrevocable direction to a broker-dealer
registered under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), to sell a sufficient portion of the Shares and
deliver the sales proceeds directly to the Company to pay the Exercise Price;
(iv) by reducing the number of shares of the Company’s Common Stock
otherwise issuable under this Option to Holder upon the exercise of the Option
by a number of shares of Common Stock having a Fair Market Value equal to such
aggregated exercise price; provided, however, that such method of payment is
then permitted under applicable law; or (v) by any combination of the
procedures set forth in subsections (i), (ii), (iii) and (iv) of this
Section 3.1.


3.2 Fair Market
Value. If previously owned shares of Common Stock are tendered as payment
of the Exercise Price, the value of such shares shall be the “Fair Market
Value” of such shares on the trading date immediately preceding the date
of exercise. For the purpose of this Agreement, the “Fair Market
Value” shall be:


(a) If the
Common Stock is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System (“NASDAQ”), the Fair
Market Value on any given date shall be the average of the highest bid and
lowest asked prices of the Common Stock as reported for such date or, if no bid
and asked prices were reported for such date, for the last day preceding such
date for which such prices were reported;


(b) If the
Common Stock is admitted to trading on a United States securities exchange or
the NASDAQ National Market System, the Fair Market Value on any date shall be
the closing price reported for the Common Stock on such exchange or system for
such date or, if no sales were reported for such date, for the last day
preceding such date for which a sale was reported;


(c) If the
Common Stock is traded in the over-the-counter market and not on any national
securities exchange nor in the NASDAQ Reporting System, the Fair Market Value
shall be the average of the mean between the last bid and ask prices per share,
as reported by the National Quotation Bureau, Inc., or an equivalent generally
accepted reporting service, or if not so reported, the average of the closing
bid and asked prices for a share as furnished to the Company by any member of
the National Association of Securities Dealers, Inc., selected by the Company
for that purpose; or


(d) If the
Fair Market Value of the Common Stock cannot be determined on the basis
previously set forth in this definition on the date that the Fair Market Value
is to be determined, the Board of Directors of the Company shall in good faith
determine the Fair Market Value of the Common Stock on such date.


If the tender of previously owned
shares would result in an issuance of a whole number of Shares and a fractional
Share of Common Stock, the value of such fractional share shall be paid to the
Company in cash or by check by the Holder.


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3.3 Termination
of Employment or Service; Death.


(a) If
Holder’s employment or services are terminated by the Company for any
reason other than for Cause (as defined below), this Option may be exercised
only within two (2) years after the termination of employment or cessation
of service and prior to the Option Termination Date.


(b) If
Holder’s employment or services are terminated by the Company


for Cause (as defined below), then
this Option shall forthwith terminate.


For purposes of
this Option, the term “Cause” shall mean (i) if Holder
is a party to a written agreement with the Company, or provides services to the
Company pursuant to a written services agreement between the Company and a
third party, which contains a definition of “cause” or “for
cause” or words of similar import for purposes of termination of
employment or service thereunder by the Company, “cause” or
“for cause” as defined in such agreement; and (ii) in all
other cases (A) the Holder’s intentional and persistent failure,
dereliction, or refusal to perform such duties as are reasonably assigned to
him or her by the officers or directors of the Company; (B) the
Holder’s fraud, dishonesty or other deliberate injury to the Company in
the performance of his or her duties on behalf of, or for, the Company;
(C) the Holder’s conviction of a crime which constitutes a felony
involving moral turpitude, fraud or deceit in the jurisdiction in which the
Holder is employed, regardless of whether such crime involves the Company; or
(D) the willful commission by the Holder of a criminal or other act that
causes substantial economic damage to the Company or substantial injury to the
business reputation of the Company. For purposes of this Option, no act, or
failure to act, on the part of any person shall be considered
“willful” unless done or omitted to be done by the person other
than in good faith and without reasonable belief that the person’s action
or omission was in the best interest of the Company.


(c) If Holder
shall die while employed by or providing services to the Company and prior to
the Option Termination Date, this Option may be exercised only within two
(2) years after Holder’s death, prior to the Option Termination
Date, and only by the Holder’s personal representative or persons
entitled thereto under the Holder’s will or the laws of descent and
distribution.


(d) If Holder
ceases to be employed or provide services to the Company due to Holder’s
resignation, any part of this Option to which Holder is then entitled to
exercise may be exercised in accordance with the following schedule:


(i) If Holder
resigns prior to October 12, 2008, then Holder may exercise this Option to
purchase [50% of the Shares] Shares within 30 days of the
termination of employment or cessation of services and prior to the Option
Termination Date and the Option to purchase the remaining [50% of the
Shares] Shares shall forthwith terminate; and


(ii) If
Holder resigns on or after October 12, 2008, then Holder may exercise this
Option within 30 days of the termination of employment or cessation of
services and prior to the Option Termination Date.


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(e) This
Option may not be exercised for more Shares (subject to adjustment as provided
in Section 11 hereof) after the termination of the Holder’s
employment, cessation of services to the Company, or death, as the case may be,
than the Holder was entitled to purchase thereunder at the time of the
termination of the Holder’s employment, the cessation of services to the
Company, or death.


3.4 Exercise
Date; Delivery of Certificates. This Option shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and Holder shall be treated for all
purposes as the holder of record of such Shares as of the close of business on
such date. As promptly as practicable on or after such date and in any event
within ten (10) days thereafter, the Company at its expense shall issue
and deliver to the Holder a certificate or certificates for the number of
Shares issuable upon such exercise. In the event that this Option is exercised
in part, the Company at its expense will execute and deliver a new Option of
like tenor exercisable for the number of shares for which this Option may then
be exercised.


4. No
Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Option. In lieu of
any fractional share to which the Holder would otherwise be entitled, the
Company shall make a cash payment equal to the Exercise Price multiplied by
such fraction.


5. Replacement of Option. On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Option and, in the case of loss, theft or destruction, on
delivery of an indemnity agreement reasonably satisfactory in form and
substance to the Company or, in the case of mutilation, on surrender and
cancellation of this Option, the Company at its expense shall execute and
deliver, in lieu of this Option, a new Option of like tenor and amount.


6. Rights
of Stockholder. Except as otherwise contemplated herein, the Holder shall
not be entitled to vote or receive dividends or be deemed the holder of Common
Stock or any other securities of the Company that may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, or change of
stock to no par value, consolidation, merger, conveyance or otherwise) or to
receive notice of meetings, or to receive dividends or subscription rights or
otherwise until the Option shall have been exercised as provided herein.


7. Transfer
of Option.


7.1. Non-
Transferability. This Option shall not be assigned, transferred, pledged or
hypothecated in any way, nor subject to execution, attachment or similar
process, otherwise than by will or by the laws of descent and distribution. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
this Option contrary to the provisions


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hereof, and the levy of an
execution, attachment, or similar process upon the Option, shall be null and
void and without effect.


7.2. Compliance
with Securities Laws; Restrictions on Transfers. In addition to
restrictions on transfer of this Option and Shares set forth in
Section 7.1 above.


(a) The
Holder of this Option, by acceptance hereof, acknowledges that this Option and
the Shares to be issued upon exercise hereof are being acquired solely for the
Holder’s own account and not as a nominee for any other party, and for
investment (unless such shares are subject to resale pursuant to an effective
prospectus), and that the Holder will not offer, sell or otherwise dispose of
any Shares to be issued upon exercise hereof except under circumstances that
will not result in a violation of applicable federal and state securities laws.
Upon exercise of this Option, the Holder shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the Shares of
Common Stock so purchased are being acquired solely for the Holder’s own
account and not as a nominee for any other party, for investment (unless such
shares are subject to resale pursuant to an effective prospectus), and not with
a view toward distribution or resale.


(b) Neither
this Option nor any share of Common Stock issued upon exercise of this Option
may be offered for sale or sold, or otherwise transferred or sold in any
transaction which would constitute a sale thereof within the meaning of the
1933 Act, unless (i) such security has been registered for sale under the
1933 Act and registered or qualified under applicable state securities laws
relating to the offer and sale of securities; or (ii) exemptions from the
registration requirements of the 1933 Act and the registration or qualification
requirements of all such state securities laws are available and the Company
shall have received an opinion of counsel that the proposed sale or other
disposition of such securities may be effected without registration under the
1933 Act and would not result in any violation of any applicable state
securities laws relating to the registration or qualification of securities for
sale, such counsel and such opinion to be satisfactory to the Company. The
Holder of this Option, by acceptance hereof, acknowledges that the Company has
no obligation to file a registration statement with the Securities and Exchange
Commission or any state securities commission to register the issuance of the
Shares upon exercise hereof or the sale or transfer of the Shares after
issuance.


(c) All
Shares issued upon exercise hereof shall be stamped or imprinted with a legend
in substantially the following form (in addition to any legend required by
state securities laws).


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN
BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR
DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
EXEMPTION THEREFROM.


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THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS AS SET
FORTH IN THAT CERTAIN OPTION TO PURCHASE COMMON STOCK OF NEUTRON ENTERPRISES,
INC., DATED OCTOBER 12, 2007.


(d) Holder
recognizes that investing in the Option and the Shares involves a high degree
of risk, and Holder is in a financial position to hold the Option and the
Shares indefinitely and is able to bear the economic risk and withstand a
complete loss of its investment in the Option and the Shares. The Holder is a
sophisticated investor and is capable of evaluating the merits and risks of
investing in the Company. The Holder has had an opportunity to discuss the
Company’s business, management and financial affairs with the
Company’s management, has been given full and complete access to
information concerning the Company, and has utilized such access to its
satisfaction for the purpose of obtaining information or verifying information
and has had the opportunity to inspect the Company’s operation. Holder
has had the opportunity to ask questions of, and receive answers from the
management of the Company (and any person acting on its behalf) concerning the
Option and the Shares and the agreements and transactions contemplated hereby,
and to obtain any additional information as Holder may have requested in making
its investment decision.


(e) Holder
acknowledges and represents: (i) that he has been afforded the opportunity
to review and is familiar with the business prospects and finances of the
Company and has based his decision to invest solely on the information
contained therein and has not been furnished with any other literature,
prospectus or other information except as included in such reports;
(ii) Holder is acquiring the Options and Shares for investment purposes
only and not with a view toward distribution; (iii) he understands that no
federal or state agency has approved or disapproved the Option or Shares or
made any finding or determination as to the fairness of the Option and Common
Stock for investment; and (iv) that the Company has made no
representations, warranties, or assurances as to (A) the future trading
value of the Common Stock, (B) whether there will be a public market for
the resale of the Common Stock or (C) the filing of a registration
statement with the Securities and Exchange Commission or any state securities
commission to register the issuance of the Shares upon exercise hereof or the
sale or transfer of the Shares after issuance.


8. Reservation and Issuance of Stock; Payment of
Taxes.


(a) The
Company covenants that during the term that this Option is exercisable, the
Company will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Shares upon the exercise of
this Option, and from time to time will take all steps necessary to amend its
Articles of Incorporation to provide sufficient reserves of shares of Common
Stock issuable upon the exercise of the Option.


(b) The
Company further covenants that all shares of Common Stock issuable upon the due
exercise of this Option will be free and clear from all taxes or liens, charges
and security interests created by the Company with respect to the issuance
thereof, however, the Company shall not be obligated or liable for the payment
of any taxes, liens or charges of Holder,


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or any other party contemplated by
Section 7, incurred in connection with the issuance of this Option or the
Common Stock upon the due exercise of this Option. The Company agrees that its
issuance of this Option shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the shares of Common Stock upon the exercise of this
Option. The Common Stock issuable upon the due exercise of this Option, will,
upon issuance in accordance with the terms hereof, be duly authorized, validly
issued, fully paid and non-assessable.


(c) Upon
exercise of the Option, the Company shall have the right to require the Holder
to remit to the Company an amount sufficient to satisfy federal, state and
local tax withholding requirements prior to the delivery of any certificate for
Shares of Common Stock purchased pursuant to the Option, if in the opinion of
counsel to the Company such withholding is required under applicable tax laws.


(d) If Holder
is obligated to pay the Company an amount required to be withheld under
applicable tax withholding requirements may pay such amount (i) in cash;
(ii) in the discretion of the Board of Directors of the Company, through
the delivery to the Company of previously-owned shares of Common Stock having
an aggregate Fair Market Value equal to the tax obligation provided that the
previously owned shares delivered in satisfaction of the withholding
obligations must have been held by the Holder for at least six (6) months;
(iii) in the discretion of the Board of Directors of the Company, through
the withholding of Shares of Common Stock otherwise issuable to the Holder in
connection with the Option exercise; or (iv) in the discretion of the
Board of Directors of the Company, through a combination of the procedures set
forth in subsections (i), (ii) and (iii) of this Section 8(d).


9. Notices.


(a) Whenever
the Exercise Price or number of shares purchasable hereunder shall be adjusted
pursuant to Section 11 hereof, the Company shall issue a certificate
signed by its Chief Financial Officer setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated, and the Exercise Price and number of
shares purchasable hereunder after giving effect to such adjustment, and shall
cause a copy of such certificate to be mailed (by first-class mail, postage
prepaid) to the Holder of this Option.


(b) All
notices, advices and communications under this Option shall be deemed to have
been given, (i) in the case of personal delivery, on the date of such
delivery and (ii) in the case of mailing, on the third business day
following the date of such mailing, addressed as follows:


If to the
Company:


Neutron
Enterprises, Inc. 

3500 De Maisonneuve West 

2 Place Alexis Nihon
Suite 1650 

Montreal, Quebec, Canada H3Z 3C1


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Attn: Chief
Executive Officer


With a copy
to: 

Fox Rothschild LLP 

P.O. Box 5231 

Princeton, NJ 08543-
5231 

Attn.: Vincent A. Vietti, Esquire


and to the
Holder: 

at the address set forth in the records of the Company.


Either of the
Company or the Holder may from time to time change the address to which notices
to it are to be mailed hereunder by notice in accordance with the provisions of
this Paragraph 9.


10. Amendments.


(a) The
Company may amend, modify or terminate this Option, including but not limited
to, substituting therefor another Option of the same or a different type and
changing the date of exercise or realization, provided that the Holder’s
consent to such action shall be required unless the Company determines that the
action, taking into account any related action, would not materially and
adversely affect the Holder.


(b) No waivers
of, or exceptions to, any term, condition or provision of this Option, in any
one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision.


11. Adjustments. The number of Shares of Common
Stock purchasable hereunder and the Exercise Price is subject to adjustment
from time to time upon the occurrence of certain events, as follows:


11.1. Split,
Subdivision, Combination of Shares, Reclassification or Recapitalization.
In the event of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off
or other similar change in capitalization or event, applicable to securities as
to which purchase rights under this Option exist or any distribution to holders
of the securities as to which purchase rights under this Option exist other
than an ordinary cash dividend, the Exercise Price and the number and kind of
securities issuable upon exercise of this Option shall be proportionately
adjusted. Any adjustment under this Section 11.1 shall become effective at
the close of business on the date the subdivision or combination becomes
effective, or as of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend. If this
Section 11.1 applies and Section 11.3 also applies to any event,
Section 11.3 shall be applicable to such event, and this Section 11.1
shall not be applicable.


11.2 Liquidation
or Dissolution. In the event the shareholders of the Company approve a plan
of complete liquidation or dissolution of the Company or an agreement


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for the sale or disposition by the
Company of all or substantially all of the Company’s assets, this Option
will: (i) become exercisable in full as of a specified time at least 10
business days prior to the effective date of such liquidation, dissolution,
sale or disposition, and (ii) terminate effective upon such liquidation,
dissolution, sale or disposition, except to the extent exercised before such
effective date


11.3 Reorganization and Change in Control Events.


(1) Definitions.


(a) A
“Reorganization Event” shall mean:


(i) any merger
or consolidation of the Company with or into another entity as a result of
which all of the outstanding shares of Common Stock are converted into or
exchanged for the right to receive cash, securities or other property; or


(ii) any
exchange of all of the outstanding shares of Common Stock for cash, securities
or other property pursuant to a share exchange transaction.


(b) A
“Change in Control Event” shall mean:


(i) the
acquisition by an individual, entity or group within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act (each, a
“Person”) of beneficial ownership of any capital stock of the
Company if, after such acquisition, such Person beneficially owns (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) 30% or more of
either (x) the then-outstanding shares of common stock of the Company (the
“Outstanding Common Stock”) or (y) the combined voting power
of the then-outstanding securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Voting Securities”);
provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control Event: (A) any
acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for, convertible
into or exchangeable for common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging such security acquired
such security directly from the Company or an underwriter or agent of the
Company), (B) any acquisition by any employee benefit plan or related
trust sponsored or maintained by the Company or any corporation controlled by
the Company, or (C) any acquisition by any corporation pursuant to a
Business Combination (as defined in Section 11.3(1)(b)(iii) below) that
complies with clauses (x) and (y) of subsection (iii) of this
definition;


(ii) an event
that results in the Continuing Directors (as defined below) not constituting a
majority of the Board (or, if applicable, the board of directors of a successor
corporation to the Company). “Continuing Director” means, at any
date, a member of the Board: (x) who was a member of the Board on the date
of the initial issuance of this Option, or (y) who was nominated or
elected subsequent to such date by at least a majority of the directors who
were Continuing Directors at the time of such nomination or election or whose
election to the Board was recommended or endorsed by at least a majority of the
directors who were


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Continuing Directors at the time of
such nomination or election; provided, however, that there shall be excluded
from this clause (y) any individual whose initial assumption of office
occurred as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a person other than the
Board; or


(iii) the
consummation of a merger, consolidation, reorganization, recapitalization or
share exchange involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business Combination,
each of the following two conditions is satisfied: (x) all or
substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of common stock and
the combined voting power of the then-outstanding securities entitled to vote
generally in the election of directors, respectively, of the resulting or
acquiring corporation in such Business Combination, which shall include,
without limitation, a corporation that as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries (such resulting or acquiring
corporation is referred to herein as the “Acquiring Corporation”)
in substantially the same proportions as their ownership of the Outstanding
Common Stock and Outstanding Voting Securities, respectively, immediately prior
to such Business Combination, and (y) no Person (excluding the Acquiring
Corporation or any employee benefit plan or related trust maintained or
sponsored by the Company or by the Acquiring Corporation) beneficially owns,
directly or indirectly, 30% or more of the then-outstanding shares of common
stock of the Acquiring Corporation, or of the combined voting power of the then-
outstanding securities of such corporation entitled to vote generally in the
election of directors (except to the extent that such ownership existed prior
to the Business Combination).


(2) Effect
on Option.


(a) Reorganization Event. Upon the occurrence of a
Reorganization Event (regardless of whether such event also constitutes a
Change in Control Event), or the execution by the Company of any agreement with
respect to a Reorganization Event (regardless of whether such event will result
in a Change in Control Event), this Options shall be assumed, or equivalent
options shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof); provided, however, that if such Reorganization Event also
constitutes a Change in Control Event, such assumed or substituted options
shall be immediately exercisable in full upon the occurrence of such
Reorganization Event. For purposes hereof, this Option shall be considered to
be assumed if, following consummation of the Reorganization Event, this Option
confers the right to purchase, for each share of Common Stock subject to this
Option immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a result
of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a
result of the Reorganization Event is not solely common stock of


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the acquiring or succeeding
corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation (or an affiliate thereof), provide for the
consideration to be received upon the exercise of this Option to consist solely
of common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in fair market value to the per share consideration
received by holders of outstanding shares of Common Stock as a result of the
Reorganization Event.


Notwithstanding the
foregoing, if the acquiring or succeeding corporation (or an affiliate thereof)
does not agree to assume, or substitute for, this, then the this Options shall
become exercisable in full as of a date at least thirty (30) days prior to
the Reorganization Event and will terminate immediately prior to the
consummation of such Reorganization Event, except to the extent exercised by
Holder before the consummation of such Reorganization Event; provided, however,
that in the event of a Reorganization Event under the terms of which holders of
Common Stock will receive upon consummation thereof a cash payment for each
share of Common Stock surrendered pursuant to such Reorganization Event (the
“Acquisition Price”), then this Option shall terminate upon
consummation of such Reorganization Event and Holder shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which: (A) the
Acquisition Price multiplied by the number of shares of Common Stock issuable
upon exercise of this Option (whether or not then exercisable), exceeds
(B) the aggregate exercise price of such Options.


(b) Change
in Control Event that is not a Reorganization Event. Upon the occurrence of
a Change in Control Event that does not also constitute a Reorganization Event,
this Option shall automatically become immediately exercisable in full.


12. Intentionally Omitted.


13. Severability. Whenever possible, each provision
of this Option shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Option is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect the validity, legality or enforceability of any other provision of
this Option in such jurisdiction or affect the validity, legality or
enforceability of any provision in any other jurisdiction, but this Option
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.


14. Governing Law. The corporate law of the State
of Nevada shall govern all issues and questions concerning the relative rights
of the Company and its stockholders. All other questions concerning the
construction, validity, interpretation and enforceability of this Option and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Nevada, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State of
Nevada or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Nevada.


15. Jurisdiction. The Holder and the Company agree
to submit to personal jurisdiction and to waive any objection as to venue in
the federal or state courts of Nevada.


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Service of process on the Company or
the Holder in any action arising out of or relating to this Option shall be
effective if mailed to such party at the address listed in Section 9
hereof.


16. Arbitration. If a dispute arises as to
interpretation of this Option, it shall be decided finally by three arbitrators
in an arbitration proceeding conforming to the Rules of the American
Arbitration Association applicable to commercial arbitration. The arbitrators
shall be appointed as follows: one by the Company, one by the Holder and the
third by the said two arbitrators, or, if they cannot agree, then the third
arbitrator shall be appointed by the American Arbitration Association. The
third arbitrator shall be chairman of the panel and shall be impartial. The
arbitration shall take place in Las Vegas, Nevada. The decision of a majority
of the arbitrators shall be conclusively binding upon the parties and final,
and such decision shall be enforceable as a judgment in any court of competent
jurisdiction. Each party shall pay the fees and expenses of the arbitrator
appointed by it, its counsel and its witnesses. The parties shall share equally
the fees and expenses of the impartial arbitrator.


17. Corporate Power; Authorization; Enforceable
Obligations. The execution, delivery and performance by the Company of this
Option: (i) are within the Company’s corporate power; (ii) have
been duly authorized by all necessary or proper corporate action;
(iii) are not in contravention of the Company’s articles of
incorporation or bylaws; (iv) will not violate in any material respect, any law
or regulation, including any and all Federal and state securities laws, or any
order or decree of any court or governmental instrumentality; and (v) will
not, in any material respect, conflict with or result in the breach or
termination of, or constitute a default under any agreement or other material
instrument to which the Company is a party or by which the Company is bound.


18. Successors and Assigns. This Option shall inure
to the benefit of and be binding on the respective successors, assigns and
legal representatives of the Holder and the Company.


* * * * *


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IN WITNESS WHEREOF,
the Company has caused this Option to be executed as of the
     day of October, 2007.


NEUTRON
ENTERPRISES, INC.


By:
                                                


Mitchell Rosen

Executive Vice President and Chief Financial
Officer




AGREED AND ACCEPTED:


                                                                       


                                                                       


Signature


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NOTICE OF EXERCISE


	To:	Chief Financial Officer
Neutron Enterprises, Inc.







(1) The
undersigned hereby elects to purchase
                     shares
of Common Stock of Neutron Enterprises, Inc., pursuant to the terms of the
attached Option, and tenders herewith payment of the purchase price for such
shares in full in the following manner (please check one of the following
choices):


o In Cash


o Cashless exercise
through a broker;


o Delivery of
previously owned shares; or


o Net Exercise


(2) In
exercising this Option, the undersigned hereby confirms and acknowledges that
the shares of Common Stock to be issued upon conversion thereof are being
acquired solely for the account of the undersigned and not as a nominee for any
other party, and for investment (unless such shares are subject to resale
pursuant to an effective prospectus), and that the undersigned will not offer,
sell or otherwise dispose of any such shares of Common Stock except under
circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws.


(3) Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned.


 


                                                             



                                                             


                                                             


(Date)


(Signature)


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