EXHIBIT
      10.1

    


    2006
      INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN,

    DATED
      JUNE 12, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    2006
      INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

    


    1.           
       Purpose

    


    This
      Incentive and Nonstatutory Stock Option Plan (the “Plan”) is intended to further
      the growth and financial success of Score One, Inc., a Nevada corporation (the
      “Corporation”) by providing additional incentives to selected employees,
      directors, and consultants to the Corporation or parent corporation or
      subsidiary corporation of the Corporation as those terms are defined in Sections
      424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”)
      (such parent corporations and subsidiary corporations hereinafter collectively
      referred to as “Affiliates”) so that such employees and consultants may acquire
      or increase their proprietary interest in the Corporation. Stock options granted
      under the Plan (hereinafter “Options”) may be either “Incentive Stock Options,”
as defined in Section 422A of the Code and any regulations promulgated under
      said Section, or “Nonstatutory Options” at the discretion of the Board of
      Directors of the Corporation (the “Board”) and as reflected in the respective
      written stock option agreements granted pursuant hereto.

    


    2.           
       Administration

    


    The
      Plan
      shall be administered by the Board of Directors of the Corporation; provided
      however, that the Board may delegate such administration to a committee of
      not
      fewer than three (3) members (the “Committee”), at least two (2) of whom are
      members of the Board and all of whom are disinterested administrators, as
      contemplated by Rule 16b-3 promulgated under the Securities Exchange Act of
      1934, as amended (“Rule 16b-3”); and provided further, that the foregoing
      requirement for disinterested administrators shall not apply prior to the date
      of the first registration of any of the securities of the Corporation under
      the
      Securities Act of 1933, as amended.

    


    Subject
      to the provisions of the Plan, the Board and/or the Committee shall have
      authority to (a) grant, in its discretion, Incentive Stock Options in accordance
      with Section 422A of the Code or Nonstatutory Options; (b) determine in good
      faith the fair market value of the stock covered by an Option; (c) determine
      which eligible persons shall be granted Options and the number of shares to
      be
      covered thereby and the term thereof; (d) construe and interpret the Plan;
      (e)
      promulgate, amend and rescind rules and regulations relating to its
      administration, and correct defects, omissions, and inconsistencies in the
      Plan
      or any Option; (f) consistent with the Plan and with the consent of the
      optionee, as appropriate, amend any outstanding Option or amend the exercise
      date or dates thereof; (g) determine the duration and purpose of leaves of
      absence which may be granted to optionholders without constituting termination
      of their employment for the purpose of the Plan; and (h) make all other
      determinations necessary or advisable for the Plan's administration. The
      interpretation and construction by the Board of any provisions of the Plan
      or of
      any Option it shall be conclusive and final. No member of the Board or the
      Committee shall be liable for any action or determination made in good faith
      with respect to the Plan or any Option.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    
      	
              3.

            	
              Eligibility

            


    

    


    The
      persons who shall be eligible to receive Options shall be employees, directors,
      or consultants of the Corporation or any of its Affiliates (“Optionees”). The
      term consultant shall mean any person who is engaged by the Corporation to
      render services and is compensated for such services, and any director of the
      Corporation whether or not compensated for such services; provided that, if
      the
      Corporation registers any of its securities pursuant to the Securities Act
      of
      1933, as amended (the “Act”), the term consultant shall thereafter not include
      directors who are not compensated for their services or are paid only a director
      fee by the Corporation.

    


    (a) Incentive
      Stock Options.
      Incentive Stock Options may only be issued to employees of the Corporation
      or
      its Affiliates. Incentive Stock Options may be granted to officers, whether
      or
      not they are directors, but a director shall not be granted an Incentive Stock
      Option unless such director is also an employee of the Corporation. Payment
      of a
      director fee shall not be sufficient to constitute employment by the
      Corporation. Any grant of option to an officer or director of the Corporation
      subsequent to the first registration of any of the securities of the Corporation
      under the Act shall comply with the requirements of Rule 16b-3. An optionee
      may
      hold more than one Option.

    


    The
      Corporation shall not grant an Incentive Stock Option under the Plan to any
      employee if such grant would result in such employee holding the right to
      exercise for the first time in any one calendar year, under all options granted
      to such employee under the Plan or any other stock option plan maintained by
      the
      Corporation or any Affiliate, with respect to shares of stock having an
      aggregate fair market value, determined as of the date of the Option is granted,
      in excess of $100,000. Should it be determined that an Incentive Stock Option
      granted under the Plan exceeds such maximum for any reason other than a failure
      in good faith to value the stock subject to such option, the excess portion
      of
      such option shall be considered a Nonstatutory Option. If, for any reason,
      an
      entire option does not qualify as an Incentive Stock Option by reason of
      exceeding such maximum, such option shall be considered a Nonstatutory
      Option.

    


    (b) Nonstatutory
      Option.
      The
      provisions of the foregoing Section 3(a) shall not apply to any option
      designated as a “Nonstatutory Stock Option Agreement” or which sets forth the
      intention of the parties that the option be a Nonstatutory Option.

    


    
      	
              4.

            	
              Stock

            


    

    


    The
      stock
      subject to Options shall be the shares of the Corporation’s authorized but
      unissued or reacquired Common Stock (the “Stock”).

    


    (a) Number
      of Shares.
      Subject
      to adjustment as provided in Paragraph 5(h) of this Plan, the total number
      of
      shares of Stock which may be purchased through exercise of Options granted
      under
      this Plan shall not exceed 6,000,000 shares. If any Option shall for any reason
      terminate or expire, any shares allocated thereto but remaining unpurchased
      upon
      such expiration or termination shall again be available for the grant of Options
      with respect thereto under this Plan as though no Option had been granted with
      respect to such shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    (b)
       Reservation
      of Shares.
      The
      Corporation shall reserve and keep available at all times during the term of
      the
      Plan such number of shares as shall be sufficient to satisfy the requirements
      of
      the Plan. If, after reasonable efforts, which efforts shall not include the
      registration of the Plan or Options under the Act, the Corporation is unable
      to
      obtain authority from any applicable regulatory body, which authorization is
      deemed necessary by legal counsel for the Corporation for the lawful issuance
      of
      shares hereunder, the Corporation shall be relieved of any liability with
      respect to its failure to issue and sell the shares for which such requisite
      authority was so deemed necessary unless and until such authority is
      obtained.

    


    5.           
       Terms
      and Conditions of Options

    


    Options
      granted hereunder shall be evidenced by agreements between the Corporation
      and
      the respective Optionees, in such form and substance as the Board or Committee
      shall from time to time approve. Such agreements need not be identical, and
      in
      each case may include such provisions as the Board or Committee may determine,
      but all such agreements shall be subject to and limited by the following terms
      and conditions:

    


    (a)
       Number
      of Shares:
      Each
      Option shall state the number of shares to which it pertains.

    


    (b)
       Option
      Price:
      Each
      Option shall state the Option Price, which shall be determined as
      follows:

    


    (i)
       Any
      Option granted to a person who at the time the Option is granted owns (or is
      deemed to own pursuant to Section 424(d) of the Code) stock possessing more
      than
      10% of the total combined voting power of value of all classes of stock of
      the
      Corporation, or of any Affiliate, (“10% Holder”) shall have an Option Price of
      no less than 110% of the fair market value of the common stock as of the date
      of
      grant; and

    


    (ii)
       Incentive
      Stock Options granted to a person who at the time the Option is granted is
      not a
      10% Holder shall have an Option price of no less than 100% of the fair market
      value of the common stock as of the date of grant.

    


    (iii)
       Nonstatutory
      Options granted to a person who at the time the Option is granted is not a
      10%
      Holder shall have an Option Price determined by the Board as of the date of
      grant.

    


    For
      the
      purposes of this paragraph 5(b), the fair market value shall be as determined
      by
      the Board, in good faith, which determination shall be conclusive and binding;
      provided however, that if there is a public market for such stock, the fair
      market value per share shall be the average of the bid and asked prices (or
      the
      closing price if such stock is listed on the NASDAQ National Market System)
      on
      the date of grant of the Option, or if listed on a stock exchange, the closing
      price on such exchange on such date of grant.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    (c)
       Medium
      and Time of Payment:
      To the
      extent permissible by applicable law, the Option price shall be paid, at the
      discretion of the Board, at either the time of grant or the time of exercise
      of
      the Option (i) in cash or by check, (ii) by delivery of other common stock
      of
      the Corporation, provided such tendered stock was not acquired directly or
      indirectly from the Corporation, or, if acquired from the Corporation, has
      been
      held by the Optionee for more than six months, (iii) by the Optionee's
      promissory note in a form satisfactory to the Corporation and bearing interest
      at a rate determined by the Board, in its sole discretion, but in no event
      less
      than 6% per annum, or (iv) such other form of legal consideration permitted
      by
      State law as may be acceptable to the Board.

    


    (d)
       Term
      and Exercise of Options:
      Any
      Option granted to an Employee of the Corporation shall become exercisable over
      a
      period of no longer than ten years, and no less than 20% of the shares covered
      thereby shall become exercisable annually. No Option shall be exercisable,
      in
      whole or in part, prior to one year from the date it is granted unless the
      Board
      shall specifically determine otherwise, as provided herein. In no event shall
      any Option be exercisable after the expiration of ten years from the date it
      is
      granted. Unless otherwise specified by the Board or the Committee in the
      resolution authorizing such option, the date of grant of an Option shall be
      deemed to be the date upon which the Board or the Committee authorizes the
      granting of such Option.

    


    Each
      Option shall be exercisable to the nearest whole share, in installments or
      otherwise, as the respective option agreements may provide. During the lifetime
      of an Optionee, the Option shall be exercisable only by the Optionee and shall
      not be assignable or transferable by the Optionee, and no other person shall
      acquire any rights therein. To the extent not exercised, installments (if more
      than one) shall accumulate, but shall be exercisable, in whole or in part,
      only
      during the period for exercise as stated in the option agreement, whether or
      not
      other installments are then exercisable.

    


    (e)
       Termination
      of Status as Employee, Director, or Consultant:
      If
      Optionee's status as an employee, director, or consultant shall terminate for
      any reason, then the Optionee (or if the Optionee shall die after such
      termination, but prior to exercise, Optionee's personal representative or the
      person entitled to succeed to the Option) shall have the right to exercise
      any
      vested Options, in whole or in part, at any time after such termination during
      the remaining term of the Option; provided, however, that the Board may specify
      a shorter period for exercise following termination as the Board deems
      reasonable and appropriate, but not shorter than six months in the event
      Optionee’s termination was caused by permanent disability within the meaning of
      Section 22(e)(3) of the Code. The Option may be exercised only with respect
      to
      installments that the Optionee could have exercised at the date of termination
      of employment. Nothing contained herein or in any Option granted pursuant hereto
      shall be construed to affect or restrict in any way the right of the Corporation
      to terminate the employment of an Optionee with or without cause. 

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    (f)
       Death
      of Optionee:
      If an
      Optionee dies while employed or engaged as a director or consultant by the
      Corporation or an Affiliate, the portion of such Optionee's Option or Options
      which were exercisable at the date of death may be exercised, in whole or in
      part, by the estate of the decedent or by a person succeeding to the right
      to
      exercise such Option or Options, at any time within the remaining term of the
      Option, but only to the extent, that Optionee could have exercised the Option
      as
      of the date of Optionee’s death; provided, in any case, that the Option may be
      so exercised only to the extent that the Option has not previously been
      exercised by Optionee.

    


    (g)
       Nontransferability
      of Option:
      No
      Option shall be transferable by the Optionee, except by will or by the laws
      of
      descent and distribution.

    


    (h)
       Recapitalization:
      Subject
      to any required action by the stockholders, the number of shares of common
      stock
      covered by each outstanding Option, and the price per share thereof set forth
      in
      each such Option, shall be proportionately adjusted for any increase or decrease
      in the number of issued shares of common stock of the Corporation resulting
      from
      a subdivision or consolidation of shares or the payment of a stock dividend,
      or
      any other increase or decrease in the number of such shares affected without
      receipt of consideration by the Corporation.

    


    Subject
      to any required action by the stockholders, if the Corporation shall be the
      surviving entity in any merger or consolidation, each outstanding Option
      thereafter shall pertain to and apply to the securities to which a holder of
      shares of common stock equal to the shares subject to the Option would have
      been
      entitled by reason of such merger or consolidation. A dissolution or liquidation
      of the Corporation or a merger or consolidation in which the Corporation is
      not
      the surviving entity shall cause each outstanding Option to terminate on the
      effective date of such dissolution, liquidation, merger or consolidation. In
      such event, if the entity which shall be the surviving entity does not tender
      to
      Optionee an offer, for which it has no obligation to do so, to substitute for
      any unexercised Option a stock option or capital stock of such surviving entity,
      as applicable, which on an equitable basis shall provide the Optionee with
      substantially the same economic benefit as such unexercised Option, then the
      Board may grant to such Optionee, but shall not be obligated to do so, the
      right
      for a period commencing 30 days prior to and ending immediately prior to such
      dissolution, liquidation, merger or consolidation or during the remaining term
      of the Option, whichever is the lesser, to exercise any unexpired Option or
      Options, without regard to the installment provisions of Paragraph 5(d) of
      this
      Plan; provided, that any such right granted shall be granted to all Optionees
      not receiving an offer to substitute on a consistent basis, and provided
      further, that any such exercise shall be subject to the consummation of such
      dissolution, liquidation, merger or consolidation.

    


    In
      the
      event of a change in the common stock of the Corporation as presently
      constituted, which is limited to a change of all of its authorized shares
      without par value into the same number of shares with a par value, the shares
      resulting from any such change shall be deemed to be the common stock within
      the
      meaning of this Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Corporation, such adjustments shall be made by the Board, whose determination
      in
      that respect shall be final, binding and conclusive. Except as expressly
      provided in this Paragraph 5(h), the Optionee shall have no rights by reason
      of
      any subdivision or consolidation of shares of stock or any class or the payment
      of any stock dividend or any other increase or decrease in the number of shares
      of stock of any class, and the number or price of shares of common stock subject
      to any Option shall not be affected by, and no adjustment shall be made by
      reason of, any dissolution, liquidation, merger or consolidation, or any issue
      by the Corporation of shares of stock of any class or securities convertible
      into shares of stock of any class.

    


    The
      grant
      of an Option pursuant to the Plan shall not affect in any way the right or
      power
      of the Corporation to make any adjustments, reclassifications, reorganizations
      or changes in its capital or business structure or to merge, consolidate,
      dissolve, or liquidate or to sell or transfer all or any part of its business
      or
      assets.

    


    (i)
       Rights
      as a Stockholder:
      An
      Optionee shall have no rights as a stockholder with respect to any shares
      covered by an Option until the date of the issuance of a stock certificate
      to
      Optionee for such shares. No adjustment shall be made for dividends (ordinary
      or
      extraordinary, whether in cash, securities or other property) or distributions
      or other rights for which the record date is prior to the date such stock
      certificate is issued, except as expressly provided in Paragraph 5(h)
      hereof.

    


    (j)
       Modification,
      Acceleration, Extension, and Renewal of Options:
      Subject
      to the terms and conditions and within the limitations of the Plan, the Board
      may modify an Option, or once an Option is exercisable, accelerate the rate
      at
      which it may be exercised, and may extend or renew outstanding Options granted
      under the Plan or accept the surrender of outstanding Options (to the extent
      not
      theretofore exercised) and authorize the granting of new Options in substitution
      for such Options, provided such action is permissible under Section 422A of
      the
      Code and state law.

    


    Notwithstanding
      the foregoing provisions of this Paragraph 5(j), however, no modification of
      an
      Option shall, without the consent of the Optionee, alter to the Optionee's
      detriment or impair any rights or obligations under any Option theretofore
      granted under the Plan.

    


    (k)
       Investment
      Intent:
      Unless
      and until the issuance and sale of the shares subject to the Plan are registered
      under the Act, each Option under the Plan shall provide that the purchases
      of
      stock thereunder shall be for investment purposes and not with a view to, or
      for
      resale in connection with, any distribution thereof. Further, unless the
      issuance and sale of the stock have been registered under the Act, each Option
      shall provide that no shares shall be purchased upon the exercise of such Option
      unless and until (i) any then applicable requirements of state and federal
      laws
      and regulatory agencies shall have been fully complied with to the satisfaction
      of the Corporation and its counsel, and (ii) if requested to do so by the
      Corporation, the person exercising the Option shall (i) give written assurances
      as to knowledge and experience of such person (or a representative employed
      by
      such person) in financial and business matters and the ability of such person
      (or representative) to evaluate the merits and risks of exercising the Option,
      and (ii) execute and deliver to the Corporation a letter of investment intent,
      all in such form and substance as the Corporation may require. If shares are
      issued upon exercise of an Option without registration under the Act, subsequent
      registration of such shares shall relieve the purchaser thereof of any
      investment restrictions or representations made upon the exercise of such
      Options.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    (l)
       Exercise
      Before Exercise Date:
      At the
      discretion of the Board, the Option may, but need not, include a provision
      whereby the Optionee may elect to exercise all or any portion of the Option
      prior to the stated exercise date of the Option or any installment thereof.
      Any
      shares so purchased prior to the stated exercise date shall be subject to
      repurchase by the Corporation upon termination of Optionee's employment as
      contemplated by Paragraphs 5(e), 5(f) and 5(g) hereof prior to the exercise
      date
      stated in the Option and such other restrictions and conditions as the Board
      or
      Committee may deem advisable.

    


    (m)
       Other
      Provisions:
      The
      Option agreements authorized under this Plan shall contain such other
      provisions, including, without limitation, restrictions upon the exercise of
      the
      Options, as the Board or the Committee shall deem advisable. Shares shall not
      be
      issued pursuant to the exercise of an Option, if the exercise of such Option
      or
      the issuance of shares thereunder would violate, in the opinion of legal counsel
      for the Corporation, the provisions of any applicable law or the rules or
      regulations of any applicable governmental or administrative agency or body,
      such as the Act, the Securities Exchange Act of 1934, the rules promulgated
      under the foregoing or the rules and regulations of any exchange upon which
      the
      shares of the Corporation are listed.

    


    6.           
       Availability
      of Information

    


    During
      the term of the Plan and any additional period during which an Option granted
      pursuant to the Plan shall be exercisable, the Corporation shall make available,
      not later than 120 days following the close of each of its fiscal years, such
      financial and other information regarding the Corporation as is required by
      the
      bylaws of the Corporation and applicable law to be furnished in an annual report
      to the stockholders of the Corporation.

    


    7.            
      Effectiveness
      of Plan; Expiration

    


    Subject
      to approval by the stockholders of the Corporation, this Plan shall be deemed
      effective as of the date it is adopted by the Board. The Plan shall expire
      on
      July 12, 2016, but such expiration shall not affect the validity of outstanding
      Options.

    


    8.           
       Amendment
      and Termination of the Plan

    


    The
      Board
      may, insofar as permitted by law, from time to time, with respect to any shares
      at the time not subject to Options, suspend or terminate the Plan or revise
      or
      amend it in any respect whatsoever, except that without the approval of the
      stockholders of the Corporation, no such revision or amendment shall (i)
      increase the number of shares subject to the Plan, (ii) decrease the price
      at
      which Options may be granted, (iii) materially increase the benefits to
      Optionees, or (iv) change the class of persons eligible to receive Options
      under
      this Plan; provided, however, no such action shall alter or impair the rights
      and obligations under any Option outstanding as of the date thereof without
      the
      written consent of the Optionee thereunder. No Option may be granted while
      the
      Plan is suspended or after it is terminated, but the rights and obligations
      under any Option granted while the Plan is in effect shall not be impaired
      by
      suspension or termination of the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    9.            
       Indemnification
      of Board

     

    In
      addition to such other rights or indemnifications as they may have as directors
      or otherwise, and to the extent allowed by applicable law, the members of the
      Board and the Committee shall be indemnified by the Corporation against the
      reasonable expenses, including attorneys' fees, actually and necessarily
      incurred in connection with the defense of any claim, action, suit or
      proceeding, or in connection with any appeal thereof, to which they or any
      of
      them may be a party by reason of any action taken, or failure to act, under
      or
      in connection with the Plan or any 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 Corporation) or paid by them in
      satisfaction of a judgment in any such claim, action, suit or proceeding, except
      in any case in relation to matters as to which it shall be adjudged in such
      claim, action, suit or proceeding that such Board member is liable for
      negligence or misconduct in the performance of his or her duties; provided
      that
      within 60 days after institution of any such action, suit or Board proceeding
      the member involved shall offer the Corporation, in writing, the opportunity,
      at
      its own expense, to handle and defend the same.

    


    10.         
       Application
      of Funds

    


    The
      proceeds received by the Corporation from the sale of common stock pursuant
      to
      the exercise of Options will be used for general corporate
      purposes.

    


    11.         
       No
      Obligation to Exercise Option

    


    The
      granting of an Option shall impose no obligation upon the Optionee to exercise
      such Option.

    


    12.         
       Notices

    


    All
      notice, requests, demand, and other communications pursuant this Plan shall
      be
      in writing and shall be deemed to have been duly given on the date of service
      if
      served personally on the party to whom notice is to be given, or on the third
      day following the mailing thereof to the party to whom notice is to be given,
      by
      first class mail, registered or certified, postage prepaid.

    


    13.         
       Financial
      Statements

    


    Optionees
      under this Plan have the right to receive, upon request, annual financial
      statements regarding the Corporation during the period the options are
      outstanding.


    


    The
      foregoing Incentive and Nonstatutory Stock Option Plan was duly adopted and
      approved by the Board of Directors on July 12, 2006, and will be approved by
      the
      shareholders of the Corporation at their next annual meeting.

     

    
      	 	 	 
	 	  	/s/ Lai
              Ming
              Lau
	 	
              
Lai
              Ming Lau, Secretary