EXHIBIT 10.1

                 AMENDED AND RESTATED OPTIMUMBANK HOLDINGS, INC.

                                STOCK OPTION PLAN


         1. Purpose. The purpose of the OptimumBank Holdings, Inc. Stock Option
Plan (the "Plan", is to provide an incentive to officers, directors and
employees of OptimumBank Holdings, Inc. and/or its Subsidiaries (collectively,
the "Company") to remain in the employ of the Company or provide services to the
Company and contribute to its success.

         As used in the Plan, the term "Code" shall mean the Internal Revenue
Code of 1986, as amended, and any successor statute, and the term "Subsidiary"
shall have the meaning set forth in Section 424(f) of the Code. References to
Subsidiaries herein shall apply to any Subsidiaries which the Company may
acquire in the future.

         2. Administration.

               (a)  The Plan shall be administered by the Board of Directors of
                    the Company (the "Board"), which may from time to time
                    delegate all or any part of its authority under the Plan to
                    a committee (the "Plan Committee") of two or more
                    non-employee Directors (as defined in Rule 16b-3 as
                    promulgated by the Securities and Exchange Commission
                    pursuant to the Securities Exchange Act of 1934) who also
                    qualify as "outside directors" for purposes of Section
                    162(m) of the Code. A majority of the Board or Plan
                    Committee shall constitute a quorum, and the action of the
                    members of the Board of Plan Committee present at any
                    meeting at which the quorum is present, or acts unanimously
                    approved in writing, shall be the acts of the Board or Plan
                    Committee.

               (b)  The interpretation and construction by the Board of any
                    provisions of the Plan or of any agreement, notification or
                    document evidencing the grant of Options and any
                    determination by the Board pursuant to any provision of the
                    Plan or of any such agreement, notification or document
                    shall be final and conclusive. No member of the Board shall
                    be liable for any such action or determination made in good
                    faith, except that the Board may be liable to reimburse the
                    Company for any loss sustained by reason of the grant of an
                    option at less than par value or fair market value.

               (c)  Subject to the provisions of the Plan, the Board shall have
                    the sole authority to determine:

                    (1)  The persons to whom options to purchase stock (as
                         defined herein) shall be granted:

                    (2)  The number of options to be granted to each person and
                         the number of shares of Stock to which each option
                         pertains, subject to the limitations set forth in
                         section 4 of the Plan;

                    (3)  The price to be paid for the Stock upon the exercise of
                         each option, which shall be equal to or greater than
                         the fair market value and par value per share of Stock
                         on the date the option is granted;

                    (4)  The period within which each option shall be exercised
                         and, with the consent of the optinee, any extensions of
                         such period (provided, however, that the original
                         period and all extensions shall not exceed the maximum
                         period permissible under the Plan); and

                    (5)  The terms and conditions of each stock option agreement
                         entered into between the Company and persons to whom
                         the Company has granted an option of any amendments
                         thereto (provided that the optionee consents to each
                         such amendment).

         3. Eligibility. Officers, directors and employees of the Company shall
be eligible to receive grants of options under the Plan.

         4. Stock Subject to Plan.

               (a)  There shall be reserved for issue upon the exercise of
                    options granted under the Plan 522,000 shares of Common
                    Stock of the Company ("Stock") or the number of shares of
                    stock, which, in accordance with the provisions of Section
                    10 hereof, shall be substituted therefore. Such shares may
                    be shares of original issuance or treasury shares or a
                    combination thereof. If necessary shares are to be provided
                    by treasury shares, the Company must have a capital to
                    assets ratio of at least 8 percent.


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               (b)  Upon the full or partial payment of any option price by the
                    transfer to the Company of shares of Stock or upon
                    satisfaction of tax withholding provisions in connection
                    with any such exercise or any other payment made or benefit
                    realized under the Plan by the transfer or relinquishment of
                    shares of Stock, there shall be deemed to have been issued
                    or transferred under the Plan only the net number of shares
                    of Stock actually issued or transferred by the Company.

               (c)  Upon payment in cash of the benefit provided by any award
                    granted under the Plan, any shares of Stock that were
                    covered by that option shall again be available for issuance
                    or transfer hereunder.

         5. Terms of Options.

               (a)  Incentive Stock Options. It is intended that options granted
                    pursuant to this Section 5(a) qualify as incentive stock
                    options as defined in Section 422 of the Code. Incentive
                    stock options shall be granted only to employees of the
                    Company. Each stock option agreement evidencing an incentive
                    stock option shall provide that the option is subject to the
                    following terms and conditions and to such other terms and
                    conditions not inconsistent therewith as the Board may deem
                    appropriate in each case.

                    (1)  Option Price. The price to be paid for each share of
                         Stock upon the exercise of each incentive stock option
                         shall be determined by the Board at the time the option
                         is granted, but shall in no event be less than 100% of
                         the greater of the par value or the fair market value
                         of the shares on the date the option is granted, or not
                         less than 110% of the fair market value of such shares
                         on the date such option is granted in the case of an
                         individual then owning (within the meaning of Section
                         424(d) of the Code) more than 10% of the total combined
                         voting power of all classes of stock of the Company or
                         Subsidiaries. As used in this Plan the term "date the
                         option is granted" means the date on which the Board
                         authorizes the grant of an option hereunder or any
                         later date specified by the board. Fair market value of
                         the shares shall be (i) the mean of the high and low
                         prices of shares of stock sold on the New York or
                         American Stock Exchange on the date the option is
                         granted (or if there was no sale on such date, the
                         highest asked price for the Stock on such date), or
                         (ii) the last reported closing price in the NASDAQ
                         National or Capital Market; (iii) the mean between the
                         bid and quote prices of the stock in the
                         Over-The-Counter Market or Bulletin board on the date
                         the option is granted, or (iv) if the Stock is not
                         traded in any market, the greater of the (i) fair
                         market value of the shares as determined by common
                         valuation techniques or (ii) book value.

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                    (2)  Period of Option and Limitations on Exercise. The
                         period or periods within which an option may be
                         exercised shall be determined by the Board at the time
                         the option is granted, but in no event shall any option
                         granted hereunder be exercised more than ten years from
                         the date the option was granted nor more than five
                         years from the date the option was granted in the case
                         of an individual then owning (within the meaning of
                         Section 424(d) of the Code) more than 10% of the total
                         combined voting power of all classes of stock of the
                         Company or Subsidiaries. Notwithstanding the foregoing,
                         during the first three years of the Plan, no option may
                         be granted which provides for the exercise of more than
                         one-third of such option during each of the first three
                         years of the term of the option.

                    (3)  Payment for Stock.

                    (A) Each grant of an incentive stock option shall specify
                    the form of consideration to be paid in satisfaction of the
                    option price and the manner of payment of such
                    consideration, which may include (i) cash in the form of
                    currency or check or other cash equivalent acceptable to the
                    Company, (ii) non-forfeitable, unrestricted shares of Stock
                    which are already owned by the optionee and have a value at
                    the time of exercise that is equal to the option price,
                    (iii) any other legal consideration that the Board may deem
                    appropriate, including without limitation any form of
                    consideration authorized under Section 5(a)(3)(B) below, on
                    such basis as the Board may determine in accordance with the
                    Plan and (iv) any combination of the foregoing.

                    (B) Any grant may provide that payment of the option price
                    may also be made in whole or in part in the form of other
                    shares of stock that are subject to risk of forfeiture or
                    restrictions on transfer. Unless otherwise determined by the
                    Board whenever any option price is paid in whole or in part
                    by means of any of the forms of consideration specified in
                    this Section 5(b)(3)(B), the shares received by the optionee
                    upon the exercise of the option shall be subject to the same
                    risks of forfeiture or restrictions on transfer as those
                    that applied to the consideration surrendered by the
                    optionee; provided, however, that such risks of forfeiture
                    and restrictions on transfer shall apply only to the same
                    number of shares received by the optionee as applied to the
                    forfeitable or restriction shares surrendered by the
                    optionee.

                    (C) Any grant may provide for deferred payment of the option
                    price from the proceeds of sale through a bank or broker on
                    the date of exercise of some or all of the shares to which
                    exercise relates.

               (b)  Nonqualified Stock Options. Nonqualified stock options may
                    be granted not only to employees but also to directors who
                    are not employees of the Company. Each nonqualified stock
                    option granted under the Plan shall be evidenced by a stock
                    option agreement between the person to whom such option is
                    granted and the Company. Such stock option agreement shall
                    provide that the option is subject to the following terms
                    and conditions and to such other terms and conditions not
                    inconsistent therewith as the Board may deem appropriate in
                    each case.

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                    (1)  Option Price. The price to be paid for each share of
                         Stock upon the exercise of each incentive stock option
                         shall be determined by the Board at the time the option
                         is granted, but shall in no event be less than 100% of
                         the greater of the par value or the fair market value
                         of the shares on the date the option is granted. As
                         used in this Plan the term "date the option is granted"
                         means the date on which the Board authorizes the grant
                         of an option hereunder or any later date the option is
                         issued as specified by the Board. Fair market value of
                         the shares shall be (i) the mean of the high and low
                         prices of shares of stock sold on the New York or
                         American Stock Exchange on the date the option is
                         granted (or if there was no sale on such date, the
                         highest asked price for the Stock on such date), or
                         (ii) the last reported closing price in the NASDAQ
                         National or Capital Market; (iii) the mean between the
                         bid and quote prices of the stock in the
                         Over-The-Counter Market or Bulletin board on the date
                         the option is granted, or (iv) if the Stock is not
                         traded in any market, the greater of the (i) fair
                         market value of the shares as determined by common
                         valuation techniques or (ii) book value.

                        The price to be paid for each share of Stock upon the
                        exercise of an option shall be determined by the Board
                        at the time the option is granted. As used in this Plan,
                        the term "date the option is granted" means the date on
                        which the Board authorizes the grant of an option
                        hereunder or any later date specified as the date the
                        stock option is issued  by the Board.

                    (2)  Period of Option and Limitations on Exercise. The
                         period or periods within which an option may be
                         exercised shall be determined by the Board at the time
                         the option is granted, but in no event shall such
                         period exceed 10 years from the date the option is
                         granted. Notwithstanding the foregoing, during the
                         first three years of the Plan, no option may be granted
                         which allows the exercise or vesting of more than
                         one-third of such option during each of the first three
                         years of the term of the option.

                    (3)  Payment for Stock.

                    (A) Each grant of a Nonqualified Stock Option shall specify
                    the form of consideration to be paid in satisfaction of the
                    option price and the manner of payment of such
                    consideration, which may include (i) cash in the form of
                    currency or check or other cash equivalent acceptable to the
                    Company, (ii) non-forfeitable, unrestricted shares of Stock,
                    which are already owned by the optionee and have a value at
                    the time of exercise that is equal to the option price,
                    (iii) any other legal consideration that the Board may deem
                    appropriate, including without limitation any form of
                    consideration authorized under Section 5(b)(3)(B) below, on
                    such basis as the Board may determine in accordance with the
                    Plan and (iv) any combination of the foregoing.

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                    (B) Any grant may provide that payment of the option price
                    may also be made in whole or in part in the form of other
                    shares of stock that are subject to risk of forfeiture or
                    restrictions on transfer. Unless otherwise determined by the
                    Board whenever any option price is paid in whole or in part
                    by means of any of the forms of consideration specified in
                    this Section 5(b)(3)(B), the shares received by the optionee
                    upon the exercise of the option shall be subject to the same
                    risks of forfeiture or restrictions on transfer as those
                    that applied to the consideration surrendered by the
                    optionee; provided, however, that such risks of forfeiture
                    or restrictions on transfer shall apply only to the same
                    number of shares received by the optionee as applied to the
                    forfeitable or restricted shares surrendered by the
                    optionee.

                    (C) Any grant may provide for deferred payment of the option
                    price from the proceeds of sale through a bank or broker on
                    the date of exercise of some or all of the shares to which
                    the exercise relates.

         6. Nontransferability. The options granted pursuant to the Plan shall
be nontransferable except by will or the laws of descent and distribution, and
shall be exercisable during the optionee's lifetime only by him and after his
death, by this personal representative or by the person entitled thereto under
his will or the laws of intestate succession, provided that such personal
representative or other person shall have a reasonable time to exercise the
options.

         7. Termination of Employment or Other Relationship. Upon termination of
the optionee's employment or other relationship with the Company, his rights to
exercise options then held by him shall be only as follows (in no case do the
time periods referred to below extend the term specified in any option):

               (a)  Death or Disability. Upon the death of an optionee, any
                    option which he holds may be exercised (to the extent
                    exercisable at his death), unless it otherwise expires,
                    within such period after the date of his death (not to
                    exceed twelve (12) months) as the Board shall prescribe in
                    his option agreement, by the employee's representative or by
                    the person entitled thereto under his will or the laws of
                    intestate succession. Upon the disability (within the
                    meaning of Section 22(e)(3) of the Code) of an employee, any
                    option which he holds may be exercised (to the extent
                    exercisable as of the date of disability), unless it
                    otherwise expires, within such period after the date of his
                    disability (not to exceed twelve (12) months) as the Board
                    shall prescribe in his option agreement.

               (b)  Retirement. Upon the retirement of an officer, director or
                    employee or the cessation of services provided by a
                    nonemployee (either pursuant to a Company retirement plan,
                    if any, or pursuant to the approval of the Board), an option
                    my be exercised (to the extent exercisable at the date of
                    such termination or cessation)by him within such period
                    after the date of his retirement or cessation of services
                    (not to exceed three (3) months) as the Board shall
                    prescribe in his option agreement.

               (c)  Other Termination. In the event an officer, director or
                    employee ceases to serve as an officer or director or leaves
                    the employ of the Company for any reason other than as set
                    forth in (a) and (b), above, any option which he holds shall
                    terminate at the date his employment terminates or he ceases
                    providing services to the Company or within such period
                    after the date of his cessation of services to the Company
                    or within such period after the date of his cessation of
                    services (not to exceed three (3) months) as the Board shall
                    prescribe in his option agreement. Notwithstanding the
                    foregoing, all rights to an option will cease if the
                    employment of the optionee is terminated by the Company for
                    Cause. For purposes of this Plan, Cause shall mean:

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                              (i)       Optionee's conviction by, or entry of a
                                        plea of guilty or nolo centendere in a
                                        court of competent and final
                                        jurisdiction for any crime involving
                                        moral turpitude or punishable by
                                        imprisonment in the jurisdiction;
                              (ii)      Optionee's commission of an act of fraud
                                        whether prior to or subsequent to the
                                        date of optionee's employment by the
                                        Company, upon the Company;
                              (iii)     Optionee's continuing repeated willful
                                        failure or refusal to perform his
                                        duties, gross insubordination or
                                        material violation by optionee of any
                                        duty of loyalty to the Company or any
                                        other material misconduct on the part of
                                        optionee.

               (d)  Board Discretion. The Board may in its sole discretion
                    accelerate the exercisability of any or all options upon
                    termination of employment or cessation of services.

         8. Change of Control of the Company. If there is a change in control of
the Company, an option granted under the Plan will, in the sole discretion of
the Board, become immediately exercisable in full. For purposes of the Plan,
"Change of Control" shall mean the occurrence of any of the following events:

               (a)  The Company shall merge into itself, or be merged or
                    consolidated with, another corporation and as a result of
                    such merger or consolidation less than 50% of the
                    outstanding voting securities of the surviving or resulting
                    corporation shall be owned in the aggregate by the former
                    shareholders of the company as the same shall have existed
                    immediately prior to such merger or consolidation;

               (b)  The Company shall sell or otherwise transfer all or
                    substantially all of its assets to any other corporation or
                    other legal person, and immediately after such sale or
                    transfer less than 50% of the combined voting power of the
                    outstanding voting securities of such corporation or person
                    is held in the aggregate by the former shareholders of the
                    Company as the same shall have existed immediately prior to
                    such sale or transfer;

               (c)  A person, within the meaning of Sections 3(a)(9), Section
                    13(d)(3) or 14(d)(2) (as in effect on the date hereof) of
                    the Securities Exchange Act of 1934, shall become the
                    beneficial owner (as defined in Rule 13d-3 of the Securities
                    and Exchange Commission pursuant to the Securities and
                    Exchange Act of 1934) of 25% or more the outstanding voting
                    securities of the Company (whether directly or indirectly);
                    or

               (d)  During any period of three consecutive years, individuals
                    who at the beginning of such period constitute the Board of
                    Directors of the Company cease, for any reason, to
                    constitute at least a majority thereof, unless the election,
                    or the nomination for election by the shareholders of the
                    Company, of each Director first elected during any such
                    period as approved by a vote of a least one-third of the
                    Directors of the Company who are Directors of the Company on
                    the date of the beginning of any such period.

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         9. Transfer to Related Corporation. In the event an employee leaves the
employ of the Company to become an employee of a Subsidiary or any employee
leaves the employ of a Subsidiary to become an employee of the Company or
another Subsidiary, such employee shall be deemed to continue as an employee for
purposes of this Plan.

         10. Adjustment of Shares. In the event of changes in the outstanding
Stock by reason of stock dividends, split-ups, consolidations, recapitalization,
reorganizations or like events (as determined by the Board), an appropriate
adjustment shall be made by the Board in the number and kind of shares reserved
under the Plan, in the number and kind of shares set forth in Section 4 hereof,
and in the number and kind of shares and the option price per share specified in
any stock option agreement with respect to any purchased shares. The
determination of the Board as to what adjustments shall be made shall be
conclusive. Adjustments for any options to purchase fractional shares shall also
be determined by the Board. The Board shall give prompt notice to all optionees
of any adjustment pursuant to this Section.

         11. Securities Law Requirements. The Board may require prospective
optionees, as a condition of either the grant or the exercise of an option, to
represent and establish to the satisfaction of the Board that all shares of
Stock acquired upon the exercise of such option will be acquired for investment
and not for resale. The Company may refuse to permit the sale or other
disposition of any shares acquired pursuant to any such representation until it
is satisfied that such sale or other disposition would not be in contravention
of applicable state or federal securities law.

         12. Tax Withholding. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by an optionee or other person under the Plan, and the
amounts available to the Company for such withholding are insufficient, it shall
be a condition to the receipt of such payment or the realization of such benefit
that an optionee or such other person make arrangements satisfactory to the
Company for payment of the balance of such taxes required to be withheld. At the
discretion of the Board, such arrangements may include relinquishment of a
portion of such benefit. The Company and any optionee or such other person may
also make similar arrangements with respect to the payment of any taxes with
respect to which withholder is not required.

         13. Failure to Meet Minimum Capital Requirements. Each stock option
agreement evidencing a stock option granted pursuant to the Plan shall contain a
provision that requires that optionee to exercise or forfeit the optionee's
options if directed to do so by the institution's primary federal regulator in
the event the Company's capital falls below the minimum requirements, as
determined by its state or primary federal regulator.

         14. Amendment. The Board may amend the Plan at any time, except that:

               (a)  Without shareholder approval, the number of shares of Stock
                    which may be reserved for issuance under the Plan shall not
                    be increased except as provided in Section 10 hereof;

               (b)  The option price per share of Stock may not be fixed at less
                    than the greater of the par value or 100% of the fair market
                    value of a share of Stock on the date the option is granted;

               (c)  The maximum period of ten (10) years during which the
                    options may be exercised may not be extended:

               (d)  The class of persons eligible to receive options under the
                    Plan as set forth in Section 3 shall not be changed; and

               (e)  Without shareholder approval, this Section 14 may not be
                    amended in a manner that limits or reduces the amendments
                    which require shareholder approval.

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         15. Effective Date. The Plan shall be effective upon its adoption by
the Board of Directors and the stockholders of OptimumBank, the predecessor to
the Company, and approval by the State of Florida Department of Banking and
Finance

         16. Termination. The Plan shall terminate automatically as of the close
of business on the date preceding the 10th anniversary date of its initial
adoption by the Board of Directors or earlier by resolution of the Board of
Directors or upon consummation of the disposition of capital stock or assets of
the Company, as described in Sections 8 hereof. Unless otherwise provided
herein, the termination of the Plan shall not affect the validity of any option
agreement outstanding at the date of such termination.


          Approved by Stockholders: October 2, 2000
          Approved by Board of Directors: October 24, 2000
          Approved by Department of Banking and Finance:  February 27, 2001

          Amendment #1- Approved by Board of Directors:  February 28, 2002
          Amendment #1- Approved by Stockholders:  March 21, 2002
          Amendment #1-Approved by Department of Banking and Finance: April 18,
          2002

          Amendment #2- Approved by Board of Directors:  January 29, 2004
          Amendment #2-Approved by Department of Banking and Finance: February
          24, 2004
          Amendment #2 - Approved by Stockholders:  April 29, 2004

          Technical Amendments and Restatement - Approved by Board of Directors:
          December 2, 2004
          Technical Amendments and Restatement- Approved by Board of Directors
          March 21, 2006


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