EXHIBIT
      10.2

    


    INNOVATIVE
      SOFTWARE TECHNOLOGIES, INC.

    2006
      EQUITY INCENTIVE PLAN

    STOCK
      OPTION AWARD

    


    [Name]

    [Address]

    [Telephone]:
      

    


    Dear
      [Name]:

    


    You
      have
      been granted an option (the “Option”) to purchase shares of common stock of
      Innovative Software Technologies, Inc., a California corporation (the
“Company”), under the Innovative Software Technologies, Inc. 2006 Equity
      Incentive Plan (the “Plan”) with the following terms and
      conditions:

    


    
      	
              Grant
                Date: 

            	
              __________,
                200__

            
	
              Type
                of Option:

            	
              Incentive
                Stock Option to the extent permitted under “Tax Consequences”
                below

               

            
	
              Number
                of Option Shares:

            	
              __________________

               

            
	
              Exercise
                Price per Share: 

            	
              U.S.
                $_____________

               

            
	
              Expiration:

            	
              Close
                of business at the Company headquarters on the tenth (10th) anniversary
                of the Grant Date, subject to earlier termination as described under
                “Termination of Employment/Service” 

            
	
              Vesting:

            	
              [Your
                Option is fully vested on the Grant Date.]

               

              [Your
                Option will vest on the _______________ (___) anniversary of the
                Grant
                Date, provided you are employed by (or are providing services to)
                the
                Company or an Affiliate on such date.]

               

              [________%
                of your Option will vest on each of the first _____ anniversaries
                of the
                Grant Date, provided you are employed by (or are providing services
                to)
                the Company or an Affiliate on the applicable vesting date.]
                

               

              Upon
                any termination of employment from, or cessation of services to,
                the
                Company and its Affiliates, the unvested portion of the Option will
                immediately terminate. 

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Manner
                of Exercise:

            	
              You
                may exercise this Option only to the extent vested and only if the
                Option
                has not expired or terminated. To exercise this Option, you must
                complete
                the “Notice of Stock Option Exercise” form provided by the Company and
                return it to the address indicated on the form. The form will be
                effective
                when it is received by the Company. If someone else wants to exercise
                this
                Option after your death, that person must contact the Company and
                prove to
                the Company’s satisfaction that he or she is entitled to do so. Your
                ability to exercise the Option may be restricted by the Company if
                required by applicable law. 

               

            
	
              Termination
                of Employment/Service:

            	
              If
                your employment or service with the Company or an Affiliate terminates,
                your Option will terminate on the close of business at the Company
                headquarters as follows:

               

              ·  If
                your employment/service terminates as a result of death or Disability
                (at
                a time when you could not have been terminated for Cause), your Option
                will terminate on the first (1st)
                anniversary of the date of your termination of
                employment/service.

              ·  If
                your employment/service terminates for any other reason (other than
                Cause,
                as defined below), your Option will terminate ninety (90) days after
                the
                date of your termination of employment/service.

               

              However,
                in no event will this Option be exercisable after its Expiration
                Date.

               

              Your
                entire Option (whether vested or nonvested) is terminated immediately
                if
                your employment or service is terminated for Cause. In addition,
                if you
                have submitted a notice of exercise that has not yet been processed
                and
                you are terminated for Cause, your notice of exercise will be rescinded
                and your exercise price will be returned to you. For this purpose,
                (1) if
                you are subject to an employment or consulting agreement with the
                Company
                or an Affiliate that includes a definition of “Cause,” that definition
                shall apply for purposes hereof, or (2) in any other case, “Cause” means
                any of the following: (a) your conviction of a felony (or plea of
                nolo
                contendere
                thereto); (b) your willful refusal to substantially perform your
                duties as
                an employee or consultant (other than as a result of Disability or
                illness
                or an absence approved by the Board or your supervisor); (c) your
                willful
                engagement in misconduct that is materially injurious to the Company
                or an
                Affiliate; or (d) violation of the provisions of any employment agreement,
                non-competition agreement, confidentiality agreement, or similar
                agreement
                with the Company or an Affiliate, or any policy or code of conduct
                of the
                Company or any Affiliate, as then in effect. 

               

            
	
              Transferability:

            	
              You
                may not transfer or assign this Option for any reason, other than
                under
                your will upon death or as required by intestate laws. Any attempted
                transfer or assignment will be null and void.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Restrictions
                on Resale:

            	
              By
                accepting this Option, you agree not to sell any Shares acquired
                under
                this Option at a time when applicable laws, Company policies or an
                agreement between the Company and its underwriters prohibit a sale.
                

            
	
              Tax
                Consequences:

            	
              If
                this Option is designated as a nonqualified stock option, the exercise
                of
                this Option will result in taxable income to you.

               

              If
                this Option is designated as an incentive stock option, you understand
                that for the favorable tax treatment afforded to incentive stock
                options
                to apply:

               

              ·  You
                must hold the shares acquired upon exercise for a period of one (1)
                year
                from the date of exercise and two (2) years from the Grant
                Date.

              ·  The
                Exercise Price Per Share must equal at least the fair market value
                of a
                Share on the Grant Date. While the Committee has made a good faith
                determination of the fair market value of a Share in this regard,
                neither
                the Committee, the Board nor the Company can guarantee that such
                determination will be considered fair market value, nor will you
                or any
                other individual be entitled to any indemnification for any failure
                of the
                Committee to have made such a determination.

              ·  If
                Shares with a fair market value (as determined on the Grant Date)
                in
                excess of $100,000 become exercisable (vested) for the first time
                in any
                calendar year (including for this purpose option shares granted under
                all
                other incentive stock options granted to you by the Company and its
                Subsidiaries), the number of Shares with a fair market value in excess
                of
                such $100,000 limit will be considered issued under a nonqualified
                stock
                option.

              ·  You
                must exercise this Option within ninety (90) days after termination
                of
                employment for any reason other than Disability or death. Accordingly,
                if
                you exercise this Option more than ninety (90) days after such termination
                (if otherwise permitted by this Option), you will be treated as exercising
                a nonqualified stock option. For this purpose, if you transfer to
                the
                employment of an Affiliate that is not a Subsidiary, you will be
                treated
                as terminated from employment on the date of such transfer, or if
                you are
                employed by a Subsidiary, you will be treated as terminated from
                employment on the date such entity ceases to meet the requirements
                of Code
                Section 422. In addition, you will be considered to have terminated
                employment for purposes of these rules on the ninety-first (91st) day
                of a military leave, sick leave or other bona fide leave of absence
                unless
                your rights to return to active employment are guaranteed by law
                or
                contract.

              ·  The
                excess of the Fair Market Value of the Shares at the time of exercise
                over
                the amount you pay for such Shares may be an item of adjustment for
                alternative minimum tax (AMT) purposes on your personal tax
                return.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Notice
                of Sale:

            	
              If
                this Option is designated as an incentive stock option, you must
                report to
                the Secretary of the Company any disposition of the Shares acquired
                under
                this Option that is made within two (2) years from the Grant Date
                or
                within twelve (12) months from the date you acquired the Shares (the
                “Notice Period”). In addition, the Company may, at any time during the
                Notice Period, place a legend or legends on any certificate(s) for
                the
                Option Shares requesting the Company’s transfer agent to notify the
                Company of any transfer of the Shares. 

            
	
              Public
                Offering:

            	
              You
                agree that in the event of an underwritten public offering of stock
                made
                by the Company under the Securities Act of 1933, as amended, you
                will not
                offer, sell, contract to sell, pledge, hypothecate, grant any option
                to
                purchase or make any short sale of, or otherwise dispose of any shares
                of
                stock of the Company (including but not limited to shares issued
                to you
                upon the exercise of this Option) or any rights to acquire stock
                of the
                Company for such period of time as may be established by the underwriter
                for such public offering (but not to exceed 180 days following the
                initial
                public offering plus any additional customary period for which the
                underwriter may have the right to extend such 180-day period as a
                result
                of an earnings announcement or material news announcement by the
                Company
                at or around the time of the expiration of the period).

            
	
              Miscellaneous:

            	
              ·  The
                existence of this Award shall not affect in any way the right or
                power of
                the Company or its shareholders to make or authorize any or all
                adjustments, recapitalizations, reorganizations or other changes
                in the
                Company’s capital structure or its business, or any merger or
                consolidation of the Company, or any issuance of bonds, debentures,
                preferred or prior preference stock senior to or affecting the common
                stock or the rights thereof, or dissolution or liquidation of the
                Company,
                or any sale or transfer of all or any part of the Company’s assets or
                business or any other corporate act or proceeding, whether of a similar
                character or otherwise.

              ·  As
                a condition of the granting of this Award, you agree, for yourself
                and
                your legal representatives or guardians, that this Agreement shall
                be
                interpreted by the Committee and that any interpretation by the Committee
                of the terms of this Agreement and any determination made by the
                Committee
                pursuant to this Agreement shall be final, binding and
                conclusive.

              ·  This
                Agreement may be executed in
                counterparts.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Option is granted under and governed by the terms and conditions of the Plan.
      Additional provisions regarding your Option and definitions of capitalized
      terms
      used and not defined in this Option can be found in the Plan. 

    


    


    BY
      SIGNING BELOW AND ACCEPTING THIS STOCK OPTION AWARD, YOU AGREE TO 
ALL OF THE
      TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU 
ALSO ACKNOWLEDGE
      RECEIPT OF THE PLAN.

    


    
      	____________________________ 	 	________________________________ 
	Authorized Officer 	 	Optionee