Exhibit 10.2 NEWTOWN LANE MARKETING, INCORPORATED STOCK OPTION AGREEMENT THIS AGREEMENT, made as of this 4th day of April, 2006, by Newtown LaneMarketing, Incorporated, a Delaware corporation (hereinafter called the”Company”), with J. Barry Richman (hereinafter called the “Holder”): The Company has adopted a 2006 Stock Incentive Plan (the “Plan”). SaidPlan, as it may hereafter be amended and continued, is incorporated herein byreference and made part of this Agreement. The Board, which in the absence of a Committee is charged with theadministration of the Plan pursuant to Section 4 of the Plan, has determinedthat it would be to the advantage and interest of the Company to grant theoption provided for herein to the Holder as an inducement to remain in theservice of the Company or one of its subsidiaries, and as an incentive forincreased efforts during such service. NOW, THEREFORE, pursuant to the Plan, the Company hereby grants to theHolder as of the date hereof an option (the “Option”) to purchase all or anypart of seven hundred fifty thousand (750,000) shares of Common Stock of theCompany, par value $.001 per share, at a price per share of twenty-five cents($.25), which price is not less than the fair market value of a share of CommonStock on the date hereof (or 110% of the fair market value of a share of CommonStock if the Holder is a 10% Holder (as defined in the Plan)), and upon thefollowing terms and conditions:1. The Option shall continue in force through June 30, 2011 (the “ExpirationDate”), unless sooner terminated as provided herein and in the Plan. Subject tothe provisions of the Plan, the Option shall become exercisable as of the datehereof as to 50,000 shares, and on a cumulative basis, as to an additional50,000 shares on the last day of each of June, September and December 2006, andthe last day of each of March, June, September and December of 2007, and as tothe balance, that is, 350,000 shares as of January 1, 2008, provided, that as ofeach of such dates the Holder is serving as a consultant to the Company.Provided, further, however, that notwithstanding anything else contained herein,this Option shall become immediately exercisable in full upon the death ordisability of Holder or if the employment of the Holder by the Company shall beterminated by the Company without cause.2. In the event that the employment or service of the Holder shall be terminatedprior to the Expiration Date (otherwise than by reason of death or disability),the Option may, subject to the provisions of the Plan, be exercised (to theextent that the Holder was entitled to do so at the termination of thisemployment or service) at any time prior to but not after the Expiration Date.If, however, such termination shall have been for cause or voluntarily by theHolder and without the consent of the Company or any subsidiary corporationthereof, as the case may be (which consent shall be presumed in the case ofnormal retirement), then prior to the third anniversary of such termination, theHolder will not, without the prior written consent of the Company, (i) sell,offer to sell, contract to sell, hypothecate, pledge, grant any option to sellor otherwise dispose of, or file (or participate in the filing of) aregistration statement with the Securities and Exchange Commission (the”Commission”) in respect of, or establish or increase a put equivalent positionor liquidate or decrease a call equivalent position within the meaning of -1-Section 16 of the Securities Exchange Act of 1934, as amended, and the rules andregulations of the Commission promulgated thereunder, with respect to, anyshares of Common Stock or any securities convertible into or exercisable orexchangeable for Common Stock, (ii) enter into any swap or other arrangementthat transfers to another, in whole or in part, any of the economic consequencesof ownership of Common Stock or any securities convertible into or exercisableor exchangeable for Common Stock, whether any such transaction is to be settledby delivery of Common Stock, other securities, in cash or otherwise, or (iii)publicly announce an intention to effect any transaction specified in clause (i)or (ii). The foregoing notwithstanding, the undersigned may dispose of shares ofCommon Stock which are disposed of as bona fide gifts, approved by the Company,to transferees who enter into lock-up agreements with the Company on the sameterms and conditions as set forth herein. Nothing in this Agreement shall confer upon the Holder any right tocontinue in the employ or service of the Company or any subsidiary of theCompany or affect the right of the Company or any subsidiary to terminate hisemployment or service at any time.3. (a) The Holder may exercise the Option with respect to all or any part of theshares then purchasable hereunder by giving the Company written notice in theform annexed, as provided in paragraph 7 hereof, of such exercise. Such noticeshall specify the number of shares as to which the Option is being exercised andshall be accompanied by payment in full in cash of an amount equal to theexercise price of such shares multiplied by the number of shares as to which theOption is being exercised; provided that, if permitted by the Board, thepurchase price may be paid, in whole or in part, by surrender or delivery to theCompany of securities of the Company having a fair market value on the date ofthe exercise equal to the portion of the purchase price being so paid. In suchevent fair market value should be determined pursuant to the Plan. (b) Prior to or concurrently with delivery by the Company to the Holder ofa certificate(s) representing such shares, the Holder shall, upon notificationof the amount due, pay promptly any amount necessary to satisfy applicablefederal, state or local tax requirements. In the event such amount is not paidpromptly, the Company shall have the right to apply from the purchase price paidany taxes required by law to be withheld by the Company with respect to suchpayment and the number of shares to be issued by the Company will be reducedaccordingly.4. Notwithstanding any other provision of the Plan, in the event of a change inthe outstanding Common Stock of the Company by reason of a stock dividend,split-up, split-down, reverse split, recapitalization, merger, consolidation,combination or exchange of shares, spin-off, reorganization, liquidation or thelike, then the aggregate number of shares and price per share subject to theOption shall be appropriately adjusted by the Board, whose determination shallbe conclusive.5. This Option shall, during the Holder’s lifetime, be exercisable only by theHolder, and neither this Option nor any right hereunder shall be transferable bythe Holder, by operation of law or otherwise, except by will or by the laws ofdescent and distribution. In the event of any attempt by the Holder to transfer,assign, pledge, hypothecate or otherwise dispose of this Option or of any righthereunder, except as provided for herein, or in the event of the levy or anyattachment, execution or similar process upon the rights or interest herebyconferred, the Company may terminate this Option by notice to the Holder and itshall thereupon become null and void. -2-6. Neither the Holder nor in the event of the Holder’s death, any personentitled to exercise the rights of the Holder hereunder, shall have any of therights of a stockholder with respect to the shares subject to the Option untilshare certificates have been issued and registered in the name of the Holder orthe Holder’s estate, as the case may be.7. Any notice to the Company provided for in this Agreement shall be addressedto the Company in care of its Secretary, at 33 Newtown Lane, East Hampton, NewYork 11937 and any notice to the Holder shall be addressed to the Holder at theaddress now on file with the Company, or to such other address as either maylast have designated to the other by notice as provided herein. Any notice soaddressed shall be deemed to be given on the second business day after mailing,by registered or certified mail, at a post office or branch post office withinthe United States.8. In the event that any question or controversy shall arise with respect to thenature, scope or extent of any one or more rights conferred by this Option, thedetermination by the Board, or if one had been appointed, the Committee (asconstituted at the time of such determination) of the rights of the Holder shallbe conclusive, final and binding upon the Holder and upon any other person whoshall assert any right pursuant to this Option. Newtown Lane Marketing, Incorporated By: ____________________________________ Name: Title:ACCEPTED AND AGREED_________________________________J. Barry Richman -3- FORM OF NOTICE OF EXERCISETO: Newtown Lane Marketing, Incorporated The undersigned hereby exercises options to purchase __________ shares ofCommon Stock of Newtown Lane Marketing, Incorporated (the “Company”) as providedin the Stock Option Agreement dated as of __________, ___ at $__________ pershare, a total of $__________ and makes payment therefor as follows: (1) To the extent of $__________ of the purchase price, the undersignedhereby surrenders to the Company certificates for shares of its Common Stockwhich, valued at $__________ per share, the fair market value thereof, equalssuch portion of the purchase price. (2) To the extent of the balance of the purchase price, the undersignedhas enclosed a check payable to the order of the Company for $__________. A stock certificate or certificate for the shares should be delivered inperson or mailed to the undersigned at the address shown below. The undersigned hereby represents and warrants that it is theundersigned’s present intention to acquire and hold the aforesaid shares ofCommon Stock of the Company for his or her own account for investment, and notwith a view to the distribution of any thereof, and agrees that he or she willmake no sale, thereof, except in compliance with the applicable provisions ofthe Securities Act of 1933, as amended. Signature: __________________________ Address: ____________________________ ____________________________ ____________________________Dated: __________________________ -4-