EXHIBIT 4.1

                  2006 NON-QUALIFIED STOCK & STOCK OPTION PLAN

1.        Purpose of Plan

          1.1 This 2006 NON-QUALIFIED STOCK & STOCK OPTION PLAN (the "Plan") of
Bootie Beer Corporation, a Florida corporation f/k/a Jane Butel Corporation (the
"Company") for employees, officers, directors, consultants and other persons
associated with the Company, is intended to advance the best interests of the
Company by providing those persons who have a substantial responsibility for its
management and growth with additional incentive and by increasing their
proprietary interest in the success of the Company, thereby encouraging them to
maintain their relationships with the Company. Further, the availability and
offering of stock options and common stock under the Plan supports and increases
the Company's ability to attract and retain individuals of exceptional talent
upon whom, in large measure, the sustained progress, growth and profitability of
the Company depends.

2.        Definitions

          2.1 For Plan purposes, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth below:

          "Award" means any Option or Stock Award.

          "Board" shall mean the Board of Directors of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Committee" shall mean the Compensation Committee, or such other
committee appointed by the Board, which shall be designated by the Board to
administer the Plan, or the Board if no committees have been established. The
Committee shall be composed of three or more persons as from time to time are
appointed to serve by the Board. Each member of the Committee, while serving as
such, shall be a disinterested person with the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934.

          "Common Shares" shall mean the Company's Common Shares, $.001 par
value per share, or, in the event that the outstanding Common Shares are
hereafter changed into or exchanged for different shares of securities of the
Company, such other shares or securities.

          "Common Stock" shall mean shares of common stock which are issued by
the Company pursuant to Section 5, below.

         "Common Stock Agreement" means an agreement executed by a Common
Stockholder and the Company as contemplated by Section 5, below, which imposes
on the shares of Common Stock held by the Common Stockholder such restrictions
as the Board or Committee deem appropriate.

          "Common Stockholder" means the employee of, consultant to, or director
of the Company or other person to whom shares of Common Stock are issued
pursuant to this Plan.

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          "Company" shall mean Bootie Beer Corporation, a Florida corporation,
and any parent or subsidiary corporation of Bootie Beer Corporation, as such
terms are defined in Sections 425(e) and 425(f), respectively, of the Code.

          "Company Transaction," unless otherwise defined in the instrument
evidencing the Award or in a written employment or services agreement between
the Participant and the Company or a Related Company, means consummation of
either:

               (a) a merger or consolidation of the Company with or into any
other company, entity or person or

               (b) a sale, lease, exchange or other transfer in one transaction
or a series of related transactions undertaken with a common purpose of all or
substantially all the Company's then outstanding securities or all or
substantially all the Company's assets; provided, however, that a Company
Transaction shall not include a Related Party Transaction.

          "Fair Market Value" shall mean, with respect to the date a given stock
option is granted or exercised, the average of the highest and lowest reported
sales prices of the Common Shares, as reported by such responsible reporting
service as the Committee may select, or if there were not transactions in the
Common Shares on such day, then the last preceding day on which transactions
took place. The above withstanding, the Committee may determine the Fair Market
Value in such other manner as it may deem more equitable for Plan purposes or as
is required by applicable laws or regulations.

          "Optionee" shall mean an employee of the company who has been granted
one or more Stock Options under the Plan.

          "Participant" means the person to whom an Award or Stock Option is
granted.

          "Plan Administrator" includes the Board and/or a committee or
committees (which term includes subcommittees) appointed by, and consisting of
two or more members of, the Board (a "Plan Administrator"). If and so long as
the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
the Board shall consider in selecting the members of any committee acting as
Plan Administrator, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside
directors" as contemplated by Section 162(m) of the Code and (b) "nonemployee
directors" as contemplated by Rule 16b-3 under the Exchange Act. Notwithstanding
the foregoing, the Board may delegate the responsibility for administering the
Plan with respect to designated classes of eligible persons to different
committees consisting of one or more members of the Board, subject to such
limitations as the Board deems appropriate. Committee members shall serve for
such term as the Board may determine, subject to removal by the Board at any
time. To the extent consistent with applicable law, the Board may authorize one
or more officers of the Company to grant Awards to designated classes of
eligible persons, within the limits specifically prescribed by the Board.

          "Related Company" means any entity that, directly or indirectly, is in
control of, or is controlled by the Company.

          "Related Party Transaction" means (a) a merger or consolidation of the
Company in which the holders of the outstanding voting securities of the Company
immediately prior to the merger or consolidation hold at least a majority of the
outstanding voting securities of the Successor Company immediately after the

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merger or consolidation; (b) a sale, lease, exchange or other transfer of the
Company's assets to a majority-owned subsidiary company; (c) a transaction
undertaken for the principal purpose of restructuring the capital of the
Company, including reincorporating the Company in a different jurisdiction or
creating a holding company; or (d) a corporate dissolution or liquidation.

          "Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a
stock option granted pursuant to the terms of the Plan.

          "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Common Shares hereunder.

          "Successor Company" means the surviving company, the successor company
or its parent, as applicable, in connection with a Company Transaction.

3.        Administration of the Plan

          3.1 The Committee shall administer the Plan and accordingly, it shall
have full power to grant Stock Options and Common Stock, construe and interpret
the Plan, establish rules and regulations and perform all other acts, including
the delegation of administrative responsibilities, it believes reasonable and
proper.

          3.2 The determination of those eligible to receive Stock Options and
Common Stock, and the amount, type and timing of each grant and the terms and
conditions of the respective stock option agreements and Common stock agreements
shall rest in the sole discretion of the Committee, subject to the provisions of
the Plan.

          3.3 The Committee may cancel any Stock Options awarded under the Plan
if an Optionee conducts himself in a manner which the Committee determines to be
inimical to the best interest of the Company, as set forth more fully in
paragraph 8 of Article 11 of the Plan.

          3.4 The Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, or in any granted Stock
Option, in the manner and to the extent it shall deem necessary to carry it into
effect.

          3.5 Any decision made, or action taken, by the Committee or the Board
arising out of or in connection with the interpretation and administration of
the Plan shall be final and conclusive.

          3.6 Meetings of the Committee shall be held at such times and places
as shall be determined by the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and the
vote of a majority of those members present at any meeting shall decide any
question brought before that meeting. In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.

          3.7 No member of the Committee shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own part,
including, but not limited to, the exercise of any power or discretion given to
him under the Plan, except those resulting from his own gross negligence or
willful misconduct.

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          3.8 The Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the eligibility of
Optionees, their duties and performance, and current information on any
Optionee's death, retirement, disability or other termination of association
with the Company, and such other pertinent information as the Committee may
require. The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties hereunder.

4.        Shares Subject to the Plan

          4.1 The total number of shares of the Company available for grants of
Stock Options and Common Stock under the Plan shall be 20,000,000 Common Shares,
subject to adjustment in accordance with Article 7 of the Plan, which shares may
be either authorized but unissued or reacquired Common Shares of the Company.

          4.2 If a Stock Option or portion thereof shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares covered
by such NQSO shall be available for future grants of Stock Options.

5.        Award Of Common Stock

          5.1 The Board or Committee from time to time, in its absolute
discretion, may (a) award Common Stock to employees of, consultants to, and
directors of the Company, and such other persons as the Board or Committee may
select, and (b) permit Holders of Options to exercise such Options prior to full
vesting therein and hold the Common Shares issued upon exercise of the Option as
Common Stock. In either such event, the owner of such Common Stock shall hold
such stock subject to such vesting schedule as the Board or Committee may impose
or such vesting schedule to which the Option was subject, as determined in the
discretion of the Board or Committee.

          5.2 Common Stock shall be issued only pursuant to a Common Stock
Agreement, which shall be executed by the Common Stockholder and the Company and
which shall contain such terms and conditions as the Board or Committee shall
determine consistent with this Plan, including such restrictions on transfer as
are imposed by the Common Stock Agreement.

          5.3 Upon delivery of the shares of Common Stock to the Common
Stockholder, below, the Common Stockholder shall have, unless otherwise provided
by the Board or Committee, all the rights of a stockholder with respect to said
shares, subject to the restrictions in the Common Stock Agreement, including the
right to receive all dividends and other distributions paid or made with respect
to the Common Stock.

          5.4. Notwithstanding anything in this Plan or any Common Stock
Agreement to the contrary, no Common Stockholders may sell or otherwise
transfer, whether or not for value, any of the Common Stock prior to the date on
which the Common Stockholder is vested therein.

          5.5 All shares of Common Stock issued under this Plan (including any
shares of Common Stock and other securities issued with respect to the shares of
Common Stock as a result of stock dividends, stock splits or similar changes in
the capital structure of the Company) shall be subject to such restrictions as
the Board or Committee shall provide, which restrictions may include, without
limitation, restrictions concerning voting rights, transferability of the Common
Stock and restrictions based on duration of employment with the Company, Company
performance and individual performance; provided that the Board or Committee

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may, on such terms and conditions as it may determine to be appropriate, remove
any or all of such restrictions. Common Stock may not be sold or encumbered
until all applicable restrictions have terminated or expire. The restrictions,
if any, imposed by the Board or Committee or the Board under this Section 5 need
not be identical for all Common Stock and the imposition of any restrictions
with respect to any Common Stock shall not require the imposition of the same or
any other restrictions with respect to any other Common Stock.

          5.6 Each Common Stock Agreement shall provide that the Company shall
have the right to repurchase from the Common Stockholder the unvested Common
Stock upon a termination of employment, termination of directorship or
termination of a consultancy arrangement, as applicable, at a cash price per
share equal to the purchase price paid by the Common Stockholder for such Common
Stock.

          5.7 In the discretion of the Board or Committee, the Common Stock
Agreement may provide that the Company shall have the a right of first refusal
with respect to the Common Stock and a right to repurchase the vested Common
Stock upon a termination of the Common Stockholder's employment with the
Company, the termination of the Common Stockholder's consulting arrangement with
the Company, the termination of the Common Stockholder's service on the
Company's Board, or such other events as the Board or Committee may deem
appropriate.

          5.8 The Board or Committee shall cause a legend or legends to be
placed on certificates representing shares of Common Stock that are subject to
restrictions under Common Stock Agreements, which legend or legends shall make
appropriate reference to the applicable restrictions.

6.        Stock Option Terms and Conditions

          6.1 Consistent with the Plan's purpose, Stock Options may be granted
to employees, directors or persons who are performing or who have been engaged
to perform services of special importance to the management, operation or
development of the Company.

          6.2 All Stock Options granted under the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the Plan, and such
other provisions as the Committee may adopt, including the provisions set forth
in paragraphs 2 through 11 of this Section 6.

          6.3 All Stock Options granted hereunder must be granted within ten
years from the earlier of the date of this Plan is adopted or approved by the
Company's shareholders.

          6.4 No Stock Option granted to any employee or 10% Shareholder shall
be exercisable after the expiration of ten years from the date such NQSO is
granted. The Committee, in its discretion, may provide that an Option shall be
exercisable during such ten year period or during any lesser period of time.

              The Committee may establish installment exercise terms for a Stock
Option such that the NQSO becomes fully exercisable in a series of cumulating
portions. If an Optionee shall not, in any given installment period, purchase
all the Common Shares which such Optionee is entitled to purchase within such
installment period, such Optionee's right to purchase any Common Shares not
purchased in such installment period shall continue until the expiration or
sooner termination of such NQSO. The Committee may also accelerate the exercise
of any NQSO. However, no NQSO, or any portion thereof, may be exercisable until
thirty (30) days following date of grant ("30-Day Holding Period.").

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          6.5 A Stock Option, or portion thereof, shall be exercised by delivery
of (i) a written notice of exercise of the Company specifying the number of
common shares to be purchased, and (ii) payment of the full price of such Common
Shares, as fully set forth in paragraph 6 of this Section 6.

              No NQSO or installment thereof shall be exercisable except with
respect to whole shares, and fractional share interests shall be disregarded.
Not less than 100 Common Shares may be purchased at one time unless the number
purchased is the total number at the time available for purchase under the NQSO.
Until the Common Shares represented by an exercised NQSO are issued to an
Optionee, he shall have none of the rights of a shareholder.

          6.6 The exercise price of a Stock Option, or portion thereof, may be
paid:

              A. In United States dollars, in cash or by cashier's check,
certified check, bank draft or money order, payable to the order of the Company
in an amount equal to the option price; or

              B. At the discretion of the Committee, through the delivery of
fully paid and nonassessable Common Shares, with an aggregate Fair Market Value
on the date the NQSO is exercised equal to the option price, provided such
tendered Shares have been owned by the Optionee for at least one year prior to
such exercise; or

              C. By a combination of both A and B above.

              D. At the discretion of the Committee, the exercise price may be
paid in installments.

              The Committee shall determine acceptable methods for tendering
Common Shares as payment upon exercise of a Stock Option and may impose such
limitations and prohibitions on the use of Common Shares to exercise an NQSO as
it deems appropriate.

          6.7 With the Optionee's consent, the Committee may cancel any Stock
Option issued under this Plan and issue a new NQSO to such Optionee.

          6.8 Except by will or the laws of descent and distribution, no right
or interest in any Stock Option granted under the Plan shall be assignable or
transferable, and no right or interest of any Optionee shall be liable for, or
subject to, any lien, obligation or liability of the Optionee. Stock Options
shall be exercisable during the Optionee's lifetime only by the Optionee or the
duly appointed legal representative of an incompetent Optionee.

          6.9 If the Optionee shall die while associated with the Company or
within three months after termination of such association, the personal
representative or administrator of the Optionee's estate or the person(s) to
whom an NQSO granted hereunder shall have been validly transferred by such
personal representative or administrator pursuant to the Optionee's will or the
laws of descent and distribution, shall have the right to exercise the NQSO for
one year after the date of the Optionee's death, to the extent (i) such NQSO was
exercisable on the date of such termination of employment by death, and (ii)
such NQSO was not exercised, and (iii) the exercise period may not be extended
beyond the expiration of the term of the Option.

              No transfer of a Stock Option by the will of an Optionee or by the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and an

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authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferee of the terms and conditions by such Stock Option.

              In the event of death following termination of the Optionee's
association with the Company while any portion of an NQSO remains exercisable,
the Committee, in its discretion, may provide for an extension of the exercise
period of up to one year after the Optionee's death but not beyond the
expiration of the term of the Stock Option.

          6.10 Any Optionee who disposes of Common Shares acquired on the
exercise of a NQSO by sale or exchange either (i) within two years after the
date of the grant of the NQSO under which the stock was acquired, or (ii) within
one year after the acquisition of such Shares, shall notify the Company of such
disposition and of the amount realized upon such disposition. The transfer of
Common Shares may also be Common by applicable provisions of the Securities Act
of 1933, as amended.

7.        Adjustments or Changes in Capitalization

          7.1 In the event that the outstanding Common Shares of the Company are
hereafter changed into or exchanged for a different number or kind of shares or
other securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

              A. Prompt, proportionate, equitable, lawful and adequate
adjustment shall be made of the aggregate number and kind of shares subject to
Stock Options which may be granted under the Plan, such that the Optionee shall
have the right to purchase such Common Shares as may be issued in exchange for
the Common Shares purchasable on exercise of the NQSO had such merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not taken place;

              B. Rights under unexercised Stock Options or portions thereof
granted prior to any such change, both as to the number or kind of shares and
the exercise price per share, shall be adjusted appropriately, provided that
such adjustments shall be made without change in the total exercise price
applicable to the unexercised portion of such NQSO's but by an adjustment in the
price for each share covered by such NQSO's; or

              C. Upon any dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation,
except as otherwise provided in the instrument evidencing an Option or in a
written employment or services agreement between the Optionee and the Company or
a Related Company or except as provided in subsection (D) below, each
outstanding Stock Option granted hereunder shall be assumed or an equivalent
option or right substituted by the Successor Company.

              D. If in connection with any dissolution or liquidation of the
Company or any merger or combination in which the Company is not a surviving
corporation, the Successor Company refuses to assume or substitute for a Stock
Option, then each such outstanding Stock Option shall become fully vested and
exercisable with respect to 100% of the unvested portion of the Stock Option. In
such case, the Committee shall notify the Optionee in writing or electronically
that the unvested portion of the Stock Option specified above shall be fully
vested and exercisable for a specified time period. At the expiration of the
time period, the Stock Option shall terminate, provided that the Company
Transaction has occurred.

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              E. For the purposes of this Section 7., the Stock Option shall be
considered assumed or substituted for if following the Company Transaction the
option or right confers the right to purchase or receive, for each share of
Common Stock subject to the Stock Option immediately prior to the Company
Transaction, the consideration (whether stock, cash, or other securities or
property) received in the Company Transaction by holders of Common Stock for
each share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the Company Transaction is not solely common
stock of the Successor Company, the Plan Administrator may, with the consent of
the Successor Company, provide for the consideration to be received upon the
exercise of the Option, for each share of Common Stock subject thereto, to be
solely common stock of the Successor Company substantially equal in fair market
value to the per share consideration received by holders of Common Stock in the
Company Transaction. The determination of such substantial equality of value of
consideration shall be made by the Plan Administrator and its determination
shall be conclusive and binding.

              F. Notwithstanding the foregoing or any other provision of the
Plan, the Plan Administrator may determine at any time that Participants holding
Options shall have the right in lieu of exercising the Option to elect during a
specified period of time determined by the Plan Administrator to surrender all
or part of a Stock Option to the Company in exchange for a cash payment in an
amount equal to the amount by which the Fair Market Value per share of Common
Stock as of the date the Corporate Transaction occurs exceeds the per share
exercise price for such Stock Option multiplied by the number of shares subject
to such Stock Option.

              G. All Stock Options shall terminate and cease to remain
outstanding immediately following the Company Transaction, except to the extent
assumed by the Successor Company.

          7.2 The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional Shares shall be issued under the
Plan on account of any such adjustments.

8.        Merger, Consolidation or Tender Offer

          8.1 If the Company shall be a party to a binding agreement to any
merger, consolidation or reorganization or sale of substantially all the assets
of the Company, each outstanding Stock Option shall pertain and apply to the
securities and/or property which a shareholder of the number of Common Shares of
the Company subject to the NQSO would be entitled to receive pursuant to such
merger, consolidation or reorganization or sale of assets.

          8.2 In the event that:

              A. Any person other than the Company shall acquire more than 20%
of the Common Shares of the Company through a tender offer, exchange offer or
otherwise;

              B. A change in the "control" of the Company occurs, as such term
is defined in Rule 405 under the Securities Act of 1933;

              C. There shall be a sale of all or substantially all of the assets
of the Company; any then outstanding Stock Option held by an Optionee, who is
deemed by the Committee to be a statutory officer ("Insider") for purposes of

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Section 16 of the Securities Exchange Act of 1934 shall be entitled to receive,
subject to any action by the Committee revoking such an entitlement as provided
for below, in lieu of exercise of such Stock Option, to the extent that it is
then exercisable, a cash payment in an amount equal to the difference between
the aggregate exercise price of such NQSO, or portion thereof, and, (i) in the
event of an offer or similar event, the final offer price per share paid for
Common Shares, or such lower price as the Committee may determine to conform an
option to preserve its Stock Option status, times the number of Common Shares
covered by the NQSO or portion thereof, or (ii) in the case of an event covered
by B or C above, the aggregate Fair Market Value of the Common Shares covered by
the Stock Option, as determined by the Committee at such time.

          8.3 Any payment which the Company is required to make pursuant to
paragraph 8.2 of this Section 8 shall be made within 15 business days, following
the event which results in the Optionee's right to such payment. In the event of
a tender offer in which fewer than all the shares which are validly tendered in
compliance with such offer are purchased or exchanged, then only that portion of
the shares covered by an NQSO as results from multiplying such shares by a
fraction, the numerator of which is the number of Common Shares acquired
pursuant to the offer and the denominator of which is the number of Common
Shares tendered in compliance with such offer shall be used to determine the
payment thereupon. To the extent that all or any portion of a Stock Option shall
be affected by this provision, all or such portion of the NQSO shall be
terminated.

          8.4 Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the
Committee may, by unanimous vote and resolution, unilaterally revoke the
benefits of the above provisions; provided, however, that such vote is taken no
later than ten business days following public announcement of the intent of an
offer or the change of control, whichever occurs earlier.

9.        Amendment and Termination of Plan

          9.1 The Board may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time in such
respects as the Board may deem appropriate and in the best interest of the
Company.

          9.2 No amendment, suspension or termination of this Plan shall,
without the Optionee's consent, alter or impair any of the rights or obligations
under any Stock Option theretofore granted to him under the Plan.

          9.3 The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of Stock
Options meeting the requirements of future amendments or issued regulations, if
any, to the Code.

          9.4 No NQSO may be granted during any suspension of the Plan or after
termination of the Plan.

10.       Government and Other Regulations

          10.1 The obligation of the Company to issue, transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be subject to all
applicable laws, regulations, rules, orders and approval which shall then be in
effect and required by the relevant stock exchanges on which the Common Shares

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are traded and by government entities as set forth below or as the Committee in
its sole discretion shall deem necessary or advisable. Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue Common Shares unless
the Committee has received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required. Any determination in this connection by the
Committee shall be final, binding and conclusive. The Company may, but shall in
no event be obligated to, take any other affirmative action in order to cause
the exercise of a Stock Option or the issuance of Common Shares pursuant thereto
to comply with any law or regulation of any government authority.

          10.2 If any provision of the Plan or any Award is determined to be
invalid, illegal or unenforceable in any jurisdiction, or as to any person, or
would disqualify the Plan or any Award under any law deemed applicable by the
Plan Administrator, such provision shall be construed or deemed amended to
conform to applicable laws, or, if it cannot be so construed or deemed amended
without, in the Plan Administrator's determination, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.

          10.3 The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the laws of the United States,
shall be governed by the laws of the State of Florida without giving effect to
principles of conflicts of law.

11.       Miscellaneous Provisions

          11.1 No person shall have any claim or right to be granted a Stock
Option or Common Stock under the Plan, and the grant of an NQSO or Common Stock
under the Plan shall not be construed as giving an Optionee or Common
Stockholder the right to be retained by the Company. Furthermore, the Company
expressly reserves the right at any time to terminate its relationship with an
Optionee with or without cause, free from any liability, or any claim under the
Plan, except as provided herein, in an option agreement, or in any agreement
between the Company and the Optionee.

          11.2 Any expenses of administering this Plan shall be borne by the
Company.

          11.3 The payment received from Optionee from the exercise of Stock
Options under the Plan shall be used for the general corporate purposes of the
Company.

          11.4 The place of administration of the Plan shall be in the State of
Florida, and the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Florida.

          11.5 Without amending the Plan, grants may be made to persons who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions, consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee, be necessary or
desirable to create equitable opportunities given differences in tax laws in
other countries.

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          11.6 In addition to such other rights of indemnification as they may
have as members of the Board or the Committee, the members of the Committee
shall be indemnified by the Company against all costs and expenses reasonably
incurred by them in connection with any action, suit or proceeding to which they
or any of them may be party by reason of any action taken or failure to act
under or in connection with the Plan or any Stock Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except a judgment based upon a finding of bad faith; provided that upon the
institution of any such action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity, at its own expense,
to handle and defend the same, with counsel acceptable to the Optionee, before
such Committee member undertakes to handle and defend it on his own behalf.

          11.7 Stock Options may be granted under this Plan from time to time,
in substitution for stock options held by employees of other corporations who
are about to become employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of the assets of the employing corporation or the acquisition by
the Company of stock of the employing corporation as a result of which it
becomes a subsidiary of the Company. The terms and conditions of such substitute
stock options so granted may vary from the terms and conditions set forth in
this Plan to such extent as the Board of Directors of the Company at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of
the stock options in substitution for which they are granted, but no such
variations shall be such as to affect the status of any such substitute stock
options as a stock option under Section 422A of the Code.

          11.8 Notwithstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the Optionee has
been engaged in fraud, embezzlement, theft, insider trading in the Company's
stock, commission of a felony or proven dishonesty in the course of his
association with the Company or any subsidiary corporation which damaged the
Company or any subsidiary corporation, or for disclosing trade secrets of the
Company or any subsidiary corporation, the Optionee shall forfeit all
unexercised Stock Options and all exercised NQSO's under which the Company has
not yet delivered the certificates and which have been earlier granted to the
Optionee by the Committee. The decision of the Committee as to the cause of an
Optionee's discharge and the damage done to the Company shall be final. No
decision of the Committee, however, shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any manner.

12.       Written Agreement

          12.1 Each Stock Option granted hereunder shall be embodied in a
written Stock Option Agreement which shall be subject to the terms and
conditions prescribed above and shall be signed by the Optionee and by the
Chairman of the Company, for and in the name and on behalf of the Company. Such
Stock Option Agreement shall contain such other provisions as the Committee, in
its discretion shall deem advisable.

13.       Effective Date

          13.1 The effective date is the date on which the Plan is adopted by
the Board.

<PAGE>


Number of Shares:                              Date of Grant:
                  ------------------                          ------------------

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

         AGREEMENT made this __________day of ___________ 200_, between ________
________ (the "Optionee"), and Bootie Beer Corporation (the "Company").

         1.       Grant of Option

                  The Company, pursuant to the provisions of the 2006
NON-QUALIFIED STOCK & STOCK OPTION PLAN (the "Plan"), adopted by the Board of
Directors on ___________ , 2006, the Company hereby grants to the Optionee,
subject to the terms and conditions set forth or incorporated herein, an option
to purchase from the Company all or any part of an aggregate of ______________
shares of its $.001 par value common stock, as such common stock is now
constituted, at the purchase price of $_________ per share. The provisions of
the Plan governing the terms and conditions of the Option granted hereby are
incorporated in full herein by reference.

         2.       Exercise

                  The Option evidenced hereby shall be exercisable in whole or
in part on or after ____________ and on or before ________________, provided
that the cumulative number of shares of common stock as to which this Option may
be exercised (except in the event of death, retirement, or permanent and total
disability, as provided in paragraph 6.9 of the Plan) shall not exceed the
following amounts:

         Cumulative Number                  Prior to Date
             of Shares                   (Note Inclusive of)
             ---------                   -------------------





The Option evidenced hereby shall be exercisable by the delivery to and receipt
by the Company of (i) written notice of election to exercise, in the form set
forth in Attachment B hereto, specifying the number of shares to be purchased;
(ii) accompanied by payment of the full purchase price thereof in cash or
certified check payable to the order of the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the Company,
or by a combination thereof, and (iii) by return of this Stock Option Agreement
for endorsement of exercise by the Company on Schedule I hereof. In the event
fully paid and nonassessable common stock is submitted as whole or partial
payment for shares to be purchased hereunder, such common stock will be valued
at their Fair Market Value (as defined in the Plan) on the date such shares
received by the Company are applied to payment of the exercise price.

<PAGE>


         3.       Transferability

                  The Option evidenced hereby is not assignable or transferable
by the Optionee other than by the Optionee's will or by the laws of descent and
distribution, as provided in paragraph 6.9 of the Plan. The Option shall be
exercisable only by the Optionee during his lifetime.

                                            Bootie Beer Corporation



                                            By:
                                               --------------------------------
                                            Name:
ATTEST:                                     Title:



-----------------------------
Secretary

          Optionee hereby acknowledges receipt of a copy of the Plan, attached
hereto and accepts this Option subject to each and every term and provision of
such Plan. Optionee hereby agrees to accept as binding, conclusive and final,
all decisions or interpretations of the Committee of the Board of Directors
administering the Plan on any questions arising under such Plan. Optionee
recognizes that if Optionee's employment with the Company or any subsidiary
thereof shall be terminated without cause, or by the Optionee, prior to
completion or satisfactory performance by Optionee (except as otherwise provided
in paragraph 6 of the Plan) all of the Optionee's rights hereunder shall
thereupon terminate; and that, pursuant to paragraph 6 of the Plan, this Option
may not be exercised while there is outstanding to Optionee any unexercised
Stock Option granted to Optionee before the date of grant of this Option.

Dated:
      -----------------                     -----------------------------------
                                            Optionee

                                            -----------------------------------
                                            Print Name

                                            -----------------------------------
                                            Address

                                            -----------------------------------
                                            Social Security Number


<PAGE>


                                  ATTACHMENT B

                               NOTICE OF EXERCISE



To:      Bootie Beer Corporation



          (1)The undersigned hereby elects to purchase ________ shares of Common
Shares (the "Common Shares"), of Bootie Beer Corporation pursuant to the terms
of the attached Non-Qualified Stock Option Agreement, and tenders herewith
payment of the exercise price in full, together with all applicable transfer
taxes, if any.

          (2)Please issue a certificate or certificates representing said shares
of Common Shares in the name of the undersigned or in such other name as is
specified below:


                   -------------------------------
                   (Name)

                   -------------------------------
                   (Address)
                   -------------------------------




Dated:


                                            ------------------------------
                                            Signature

<PAGE>



Optionee:                               Date of Grant:
         --------------------                          -------------------



                                   SCHEDULE I



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 DATE           SHARES         PAYMENT      UNEXERCISED     ISSUING
                PURCHASED      RECEIVED     SHARES          OFFICER
                                            REMAINING       INITIALS
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