<PAGE>

                                                                    EXHIBIT 10.1

                                 2005 STOCK PLAN
                                       OF
                              OVERHILL FARMS, INC.

         SECTION 1. PURPOSE. This 2005 Stock Plan of Overhill Farms, Inc. is
intended as an incentive to attract and retain qualified and competent
employees, consultants, advisors and directors for the Company and its
Subsidiaries, upon whose efforts and judgment the success of the Company is
largely dependent, through the encouragement of stock ownership in the Company
by such persons.

         SECTION 2. DEFINITIONS. As used herein, the following terms shall have
the meaning indicated:

                  (a) "ACT" shall mean the Securities Exchange Act of 1934, as
         amended.

                  (b) "BENEFICIAL OWNER" shall have the meaning provided in the
         definition of "CHANGE IN CONTROL" in this SECTION 2.

                  (c) "BOARD" shall mean the Board of Directors of the Company.

                  (d) "BUSINESS DAY" shall mean (i) if the Shares trade on a
         national exchange, any day that the national exchange on which the
         Shares trade is open or (ii) if the Shares do not trade on a national
         exchange, any day that commercial banks in the City of Los Angeles,
         California are open.

                  (e) "CAUSE" shall have the meaning set forth in an Optionee's
         employment or consulting agreement with the Company or a Subsidiary, if
         any, or if not defined therein, shall mean (i) acts or omissions by the
         Optionee which constitute intentional material misconduct or a knowing
         violation of a material policy of the Company or a Subsidiary, (ii) the
         Optionee personally receiving a benefit in money, property or services
         from the Company or a Subsidiary or from another person dealing with
         the Company or a Subsidiary in material violation of applicable law or
         Company policy, (iii) an act of fraud, conversion, misappropriation or
         embezzlement by the Optionee or his conviction of, or entering a guilty
         plea or plea of no contest with respect to, a felony, or the equivalent
         thereof (other than driving under the influence) or (iv) any material
         misuse or improper disclosure of confidential or proprietary
         information of the Company or a Subsidiary. A termination for "cause"
         may also include any resignation in anticipation of discharge for
         "cause" or resignation accepted by the Company in lieu of a formal
         discharge for "cause."

                  (f) "CHANGE IN CONTROL" shall mean the occurrence of any of
         the following:

<PAGE>

                           (i) Any "Person" or "Group," as such terms are
                  defined in Section 13(d) of the Act and the rules and
                  regulations promulgated thereunder, other than Levine
                  Leichtman Capital Partners, Inc., Levine Leichtman Capital
                  Partners II, L.P. or any of their affiliates (collectively,
                  "LLCP"), becomes the "Beneficial Owner" (within the meaning of
                  Rule 13d-3 under the Exchange Act), directly or indirectly, of
                  securities of the Company, or of any entity resulting from a
                  merger or consolidation involving the Company, representing
                  more than fifty percent (50%) of the combined voting power of
                  the then outstanding securities of the Company or such entity.

                           (ii) The individuals who, as of the time immediately
                  following the election of directors at the Company's 2005
                  Annual Meeting of Stockholders, are members of the Board (the
                  "EXISTING DIRECTORS"), cease, for any reason (other than as a
                  result of a transaction between the Company and LLCP of a type
                  which, if it did not involve LLCP, would be described in
                  subparagraph (i) or (iii) of this definition of "Change in
                  Control"), to constitute more than fifty percent (50%) of the
                  number of authorized directors of the Company as determined in
                  the manner prescribed in the Company's Articles of
                  Incorporation and Bylaws; provided, however, that if the
                  election, or nomination for election, by the Company's
                  stockholders of any new director was approved by a vote of at
                  least fifty percent (50%) of the Existing Directors, such new
                  director shall be considered an Existing Director; provided,
                  further, however, that no individual shall be considered an
                  Existing Director if such individual initially assumed office
                  as a result of either an actual or threatened "Election
                  Contest" (as described in Rule 14a-11 promulgated under the
                  Act) or other actual or threatened solicitation of proxies by
                  or on behalf of anyone other than the Board (a "PROXY
                  CONTEST"), including by reason of any agreement intended to
                  avoid or settle any Election Contest or Proxy Contest.

                           (iii) The consummation of (x) a merger, consolidation
                  or reorganization to which the Company is a party, whether or
                  not the Company is the Person surviving or resulting
                  therefrom, or (y) a sale, assignment, lease, conveyance or
                  other disposition of all or substantially all of the assets of
                  the Company, in one transaction or a series of related
                  transactions, to any Person other than the Company, where any
                  such transaction or series of related transactions as is
                  referred to in clause (x) or clause (y) above in the
                  subparagraph (iii) (singly or collectively, a "TRANSACTION")
                  does not otherwise result in a "Change in Control" pursuant to
                  subparagraph (i) of this definition of "Change in Control";
                  provided, however, that no such Transaction shall constitute a
                  "Change in Control" under this subparagraph (iii) if (A) the
                  Transaction is between the Company and LLCP or (B) the Persons
                  who were the stockholders of the Company immediately before
                  the consummation of such Transaction are the Beneficial
                  Owners, immediately following the consummation of such
                  Transaction, of fifty percent (50%) or more of the combined
                  voting power of the then outstanding voting securities of the
                  Person surviving or resulting from any merger, consolidation
                  or reorganization referred to in clause (x) above in this
                  subparagraph (iii) or the Person to whom the assets of the
                  Company are sold, assigned, leased, conveyed or disposed of in
                  any transaction or series of related transactions referred in
                  clause (y) above in this subparagraph (iii), in substantially
                  the same proportions in which such Beneficial Owners held
                  voting stock in the Company immediately before such
                  Transaction.

                                      -2-
<PAGE>

                  (g) "COMMISSION" shall mean the Securities and Exchange
         Commission.

                  (h) "COMMITTEE" shall mean the Compensation Committee of the
         Board or other committee, if any, appointed by the Board pursuant to
         SECTION 14 hereof, and in the absence of any appointment, the Board
         shall be the Committee.

                  (i) "COMMON STOCK" shall mean the Company's common stock, par
         value $.01 per share.

                  (j) "COMPANY" shall mean Overhill Farms, Inc., a Nevada
         corporation.

                  (k) "CONSULTANT" and "CONSULTING CONTRACT" shall have the
         meanings provided in the definition of "Eligible Person" in this
         SECTION 2.

                  (l) "DATE OF GRANT" shall mean the date on which an Option is
         granted to an Eligible Person pursuant to SECTION 4 hereof.

                  (m) "DIRECTOR" shall mean a member of the Board.

                  (n) "DISABILITY" shall mean "disability" as defined in Section
         22(e)(3) of the Internal Revenue Code.

                  (o) "DISINTERESTED COMMITTEE" shall have the meaning provided
         in SECTION 14(A) hereof.

                  (p) "ELIGIBLE PERSON(S)" shall mean those persons who are (i)
         under written contract (a "CONSULTING CONTRACT") with the Company or a
         Subsidiary to provide consulting or advisory services to the Company or
         a Subsidiary and whose Options could be registered on Form S-8 (a
         "CONSULTANT"), (ii) Employees, or (iii) Directors.

                  (q) "EMPLOYEE(S)" shall mean those persons who are employees
         of the Company or who are employees of any Subsidiary.

                  (r) "EXERCISE PRICE" shall have the meaning provided in
         SECTION 5 hereof.

                  (s) "FAIR MARKET VALUE" of a share on a particular date shall
         be the closing price of the Common Stock, which shall be (i) if the
         Common Stock is listed or admitted for trading on any United States
         national securities exchange (which for purposes hereof shall include
         the NASDAQ National Market System), the last reported sale price of
         Common Stock on such exchange as reported in any newspaper of general
         circulation on the day of determination, (ii) if the Common Stock is
         quoted on NASDAQ (other than on the National Market System) or any
         similar system of automated dissemination of quotations of securities
         prices in common use, the mean between the closing high bid and low
         asked quotations for such day of the Common Stock on such system or
         (iii) if neither clause (i) nor (ii) is applicable, the value
         determined by any fair and reasonable means prescribed by the Board.

                                      -3-
<PAGE>

                  (t) "INCENTIVE STOCK OPTION" shall mean an option that is an
         incentive stock option as defined in Section 422 of the Internal
         Revenue Code.

                  (u) "INTERNAL REVENUE CODE" shall mean the Internal Revenue
         Code of 1986, as it now exists or may be amended from time to time.

                  (v) "NONQUALIFIED STOCK OPTION" shall mean a stock option that
         is not an incentive stock option as defined in Section 422 of the
         Internal Revenue Code.

                  (w) "OPTION" (when capitalized) shall mean any option granted
         under this Plan.

                  (x) "OPTIONEE" shall mean a person to whom an Option is
         granted under this Plan or any successor to the rights of such person.

                  (y) "OUTSIDE DIRECTOR" shall mean a Director who qualifies as
         an "outside director" under the regulations promulgated under Section
         162(m) of the Internal Revenue Code and as a "non-employee director"
         under Rule 16b-3.

                  (z) "PLAN" shall mean this 2005 Stock Plan of Overhill Farms,
         Inc.

                  (aa) "RESTRICTED STOCK PURCHASE AGREEMENT" shall mean the
         agreement under which a Stock Purchase Right is granted as described in
         SECTION 8 hereof.

                  (bb) "RULE 16B-3" shall mean Rule 16b-3 promulgated under the
         Act.

                  (cc) "SHARE(S)" shall mean a share or shares of the Common
         Stock.

                  (dd) "STOCK PURCHASE RIGHT" shall mean a right to purchase
         restricted shares of the Company's stock granted under this Plan as
         described in SECTION 8 hereof.

                  (ee) "SUBSIDIARY" shall mean any corporation (other than the
         Company) in any unbroken chain of corporations beginning with the
         Company if, at the time of the granting of the Option, each of the
         corporations other than the last corporation in the unbroken chain owns
         stock possessing 50% or more of the total combined voting power of all
         classes of stock in one of the other corporations in such chain.

         SECTION 3. SHARES AND OPTIONS.

                  (a) The Company may grant to Eligible Persons from time to
         time Options (including, without limitation, Incentive Stock Options
         and Stock Purchase Rights) to purchase an aggregate of up to 550,000
         Shares from Shares held in the Company's treasury or from authorized
         and unissued Shares. If any Option or Stock Purchase Right granted
         under the Plan terminates, expires, or is canceled or surrendered as to
         any Shares, or if Shares are repurchased by the Company pursuant to
         repurchase rights associated with a Stock Purchase Right, new Options
         or Stock Purchase Rights may thereafter be granted covering such
         Shares. An Option granted hereunder shall be either an Incentive Stock
         Option or a Nonqualified Stock Option as determined by the Committee at
         the Date of Grant of such Option and shall clearly state whether it is
         an Incentive Stock Option or a Nonqualified Stock Option. Incentive
         Stock Options may only be granted to persons who are Employees.

                                      -4-
<PAGE>

                  (b) The aggregate Fair Market Value (determined at the Date of
         Grant of the Option) of the Shares with respect to which any Incentive
         Stock Option is exercisable for the first time by an Optionee during
         any calendar year under the Plan and all such plans of the Company and
         any parent and subsidiary of the Company (as defined in Section 424 of
         the Internal Revenue Code) shall not exceed $100,000. Each Option will
         be designated in the option agreement as either an Incentive Stock
         Option or a Nonqualified Stock Option. However, notwithstanding such
         designations, if the Shares subject to an Optionee's Incentive Stock
         Options (granted under all plans of the Company or any parent or
         Subsidiary) which become exercisable for the first time during any
         calendar year have a fair market value in excess of $100,000, the
         Options accounting for this excess will be treated as Nonqualified
         Stock Options. For purposes of this SECTION 3(b), Incentive Stock
         Options will be taken into account in the order in which they were
         granted, and the Fair Market Value of the Shares will be determined as
         of the time of grant.

                  (c) Subject to the provisions of the Plan, the Committee may
         grant Options to such Eligible Persons as the Committee in its sole
         discretion determines are eligible to receive such grants in accordance
         with SECTION 4 hereof. Notwithstanding any provision herein to the
         contrary, there shall be no grant of Options exercisable into in excess
         of 300,000 Shares to any one individual in any one year.

         SECTION 4. CONDITIONS FOR GRANT OF OPTIONS.

                  (a) Each Option shall be evidenced by an option agreement that
         may contain any term deemed necessary or desirable by the Committee,
         provided such terms are not inconsistent with this Plan or any
         applicable law. Optionees shall be those persons selected from Eligible
         Persons. The Committee shall determine which Eligible Persons, other
         than Directors, shall be granted Options from time to time. The
         Disinterested Committee shall determine which Directors and which
         individuals covered by Section 162(m) of the Internal Revenue Code or
         Section 16(b) of the Act shall be Eligible Persons and granted Options
         from time to time. References to the Committee throughout the remainder
         of this SECTION 4 shall mean the Committee or the Disinterested
         Committee, as appropriate. Notwithstanding any provision to the
         contrary, an Option shall be void if the Optionee is not an Eligible
         Person at the time of the grant.

                  (b) In granting Options, the Committee shall take into
         consideration the contribution the person has made or may make to the
         success of the Company or its Subsidiaries and such other factors as
         the Board shall determine. The Committee shall also determine the
         number of shares subject to each of the Options and shall authorize and
         cause the Company to grant Options in accordance with those
         determinations. The Committee shall also have the authority to consult
         with and receive recommendations from officers and other personnel of
         the Company and its Subsidiaries with regard to these matters. The
         Committee may from time to time in granting Options under the Plan
         prescribe such other terms and conditions concerning such Options as it
         deems appropriate, including, without limitation, relating an Option to
         achievement of specific goals established by the Committee or the
         continued employment of the Optionee for a specified period of time,
         provided that such terms and conditions are not more favorable to an
         Optionee than those expressly permitted herein.

                                      -5-
<PAGE>

                  (c) The Committee in its sole discretion may delegate to the
         Chief Executive Officer of the Company any or all of its powers under
         this Plan with regard to the granting and administration of Options to
         Eligible Persons, provided that the Disinterested Committee may not
         delegate its duties with respect to granting Options to, or otherwise
         with respect to Options granted to, Eligible Persons who are subject to
         Section 16(b) of the Act or Section 162(m) of the Internal Revenue
         Code.

         SECTION 5. EXERCISE PRICE. The exercise price per Share ("EXERCISE
PRICE") shall be determined by the Committee at the time of grant.
Notwithstanding anything contained herein to the contrary but subject to SECTION
13 hereof, the Exercise Price of any Incentive Stock Option shall not be less
than one hundred percent (100%) of the Fair Market Value per Share on the Date
of Grant.

         SECTION 6. EXERCISE OF OPTIONS.

                  (a) Each Option shall specify the period over which vesting
         shall occur; provided, however, that:

                           (i) subject to SECTION 10(b) hereof, if the Optionee
                  is an Eligible Person on the date that a Change in Control
                  occurs, unless such vesting would subject the Optionee to the
                  excise tax under Section 4999 of the Internal Revenue Code,
                  all Options held by the Optionee shall become fully vested and
                  immediately exercisable on the day before the date of such
                  Change in Control;

                           (ii) if the Optionee ceases to be an Eligible Person
                  by reason of his death or Disability of the Optionee, any
                  Options held by the Optionee shall become fully vested and
                  immediately exercisable on the date such Optionee ceases to be
                  an Eligible Person, and the termination provisions of SECTION
                  7 hereof shall apply; and

                           (iii) Unless the Committee provides otherwise,
                  vesting of Options to officers and Directors shall be
                  suspended during any unpaid leave of absence; provided, that
                  for purposes of Incentive Stock Options, any such leave may
                  not exceed 90 days, unless reemployment upon the expiration of
                  such leave is guaranteed by contract (including certain
                  Company policies) or statute.

                  (b) An Option shall be deemed exercised when (i) the Company
         has received written notice of such exercise in accordance with the
         terms of the Option, (ii) full payment of the aggregate exercise price
         of the Shares as to which the Option is exercised has been made, and
         (iii) arrangements that are satisfactory to the Committee in its sole
         discretion have been made for the Optionee's payment to the Company of
         the amount, if any, that the Committee determines to be necessary for
         the Company or a Subsidiary to withhold in accordance with applicable
         federal or state income or employment tax withholding requirements.

                                      -6-
<PAGE>

                  (c) The Committee will determine the acceptable form of
         consideration for exercising an Option, including the method of
         payment. Such consideration may consist partially or entirely of:

                           (i) cash;

                           (ii) certified or cashier's check payable to the
                  order of the Company;

                           (iii) a promissory note made by the Optionee in favor
                  of the Company;

                           (iv) other Shares (which the Committee may, in its
                  discretion, require to have been held by the Optionee for a
                  specified period of time) which have a Fair Market Value on
                  the date of surrender equal to the aggregate exercise price of
                  the Shares as to which an Option will be exercised; or

                           (v) any other consideration and method of payment for
                  the issuance of Shares to the extent permitted by applicable
                  laws. SECTION

         7. TERMINATION OF OPTION PERIOD.

                  (a) Unless otherwise provided herein or in any Option or as
         determined by the Committee upon the occurrence of the stated event,
         the unvested portion of an Option shall automatically and without
         notice terminate, and the then exercisable but unexercised portion of
         an Option shall automatically and without notice terminate and become
         null and void, after the earliest to occur of the following:

                           (i) six (6) months following the death or Disability
                  of the Optionee;

                           (ii) thirty (30) days following the date on which the
                  Optionee ceases to be an Eligible Person for any reason other
                  than death, Disability, or termination for Cause; or

                           (iii) immediately upon the termination of an Optionee
                  as an Eligible Person for Cause.

         In no event, however, shall the periods described in this SECTION 7(A)
         extend beyond the exercise period stated on the Option or beyond the
         expiration of ten (10) years from the Date of Grant.

                  (b) In the event of the death of the Optionee, Options held by
         such Optionee may be exercised by the Optionee's legal
         representative(s), but only to the extent that such Options would
         otherwise have been exercisable by the Optionee.

                                      -7-
<PAGE>

                  (c) For purposes of the Plan, the transfer of an Employee's
         employment between the Company and any Subsidiary or between
         Subsidiaries shall not be deemed to be a termination of the Employee's
         employment. An authorized leave of absence shall not be deemed to have
         terminated the Employee's employment PROVIDED, that for purposes of
         Incentive Stock Options, any such leave may not exceed 90 days, unless
         reemployment upon the expiration of such leave is guaranteed by
         contract (including certain Company policies) or statute.

         SECTION 8. STOCK PURCHASE RIGHTS.

                  (a) Stock Purchase Rights may be issued either alone, in
         addition to, or in tandem with other awards granted under this Plan
         and/or cash awards made outside of the Plan. After the Committee
         determines that it will offer Stock Purchase Rights under the Plan, it
         shall advise the offeree in writing or electronically of the terms,
         conditions and restrictions related to the offer, including the number
         of Shares that the offeree shall be entitled to purchase, the price to
         be paid, and the time within which the offeree must accept the offer.
         The offer shall be accepted by execution of a Restricted Stock Purchase
         Agreement in the form determined by the Committee.

                  (b) Unless the Committee determines otherwise, the Restricted
         Stock Purchase Agreement shall grant the Company a repurchase option
         exercisable within ninety (90) days of the voluntary or involuntary
         termination of the purchaser's service with the Company for any reason
         (including death or disability). The purchase price for Shares
         repurchased pursuant to the Restricted Stock Purchase Agreement shall
         be the original price paid by the purchaser and may be paid by
         cancellation of any indebtedness of the purchaser to the Company. The
         repurchase option shall lapse at such rate as the Committee may
         determine.

                  (c) The Restricted Stock Purchase Agreement shall contain such
         other terms, provisions and conditions not inconsistent with the Plan
         as may be determined by the Committee in its sole discretion.

                  (d) Once the Stock Purchase Right is exercised, the purchaser
         shall have rights equivalent to those of a stockholder and shall be a
         stockholder when his or her purchase is entered upon the records of the
         duly authorized transfer agent of the Company.

                  (e) If any dividend or other distribution (whether in the form
         of cash, Shares, other securities, or other property),
         recapitalization, stock split, reverse stock split, reorganization,
         merger, consolidation, split-up, spin-off, combination, repurchase, or
         exchange of Shares or other securities of the Company, or other change
         in the corporate structure of the Company affecting the Shares occurs,
         the Committee may (in its sole discretion), in order to prevent
         diminution or enlargement of the benefits or potential benefits
         intended to be made available by the grant of an outstanding Stock
         Purchase Right, adjust the number and class of Shares covered by such
         outstanding Stock Purchase Right.

                                      -8-
<PAGE>

                  (f) Unless determined otherwise by the Committee, Stock
         Purchase Rights may not be sold, pledged, assigned, hypothecated,
         transferred, or disposed of in any manner other than by will or the
         laws of descent and distribution, and may be exercised during the
         lifetime of the recipient, only by the recipient. If the Committee in
         its sole discretion makes a Stock Purchase Right transferable, such
         Stock Purchase Right may only be transferred (i) by will, (ii) by the
         laws of descent and distribution, or (iii) to family members (within
         the meaning of Rule 701 under the Securities Act of 1933) through gifts
         or domestic relations orders, as permitted by Rule 701 under the
         Securities Act of 1933.

         SECTION 9. ADJUSTMENT OF SHARES.

                  (a) If at any time while the Plan is in effect or unexercised
         Options are outstanding, there shall be any increase or decrease in the
         number of issued and outstanding Shares through any change in the
         corporate structure of the Company, including the declaration of a
         stock dividend or through any recapitalization resulting in a stock
         split, reverse stock split, reorganization, merger, consolidation,
         split-up, spin-off, combination, repurchase or exchange of Shares, or
         an extraordinary dividend or distribution, then and in such event:

                           (i) appropriate adjustment shall be made in the
                  maximum number of Shares then subject to being optioned under
                  the Plan (as set forth in SECTION 3(a)), so that the same
                  proportion of the Company's issued and outstanding Shares
                  shall continue to be subject to being so optioned;

                           (ii) appropriate adjustment shall be made in the
                  maximum number of Shares issuable to any Eligible Person under
                  Options granted in any one year (as set forth in SECTION
                  3(c)), so that the same proportion of the Company's issued and
                  outstanding Shares shall continue to be subject to being so
                  optioned in any one year; and

                           (iii) appropriate adjustment shall be made in the
                  number of Shares and the Exercise Price thereof then subject
                  to outstanding Options, so that the same proportion of the
                  Company's issued and outstanding Shares shall remain subject
                  to purchase at the same aggregate Exercise Price, provided
                  that adjustment will be made in accordance with applicable
                  law, including Section 424(a) of the Internal Revenue Code, if
                  applicable.

                  (b) Upon the happening of a Change in Control, the Committee
         may, in its sole discretion, do one or more of the following: (i)
         shorten the period during which Options are exercisable (provided they
         remain exercisable for at least thirty (30) days after the date notice
         of such shortening is given to the Optionees), (ii) arrange to have the
         surviving or successor entity or any parent entity thereof assume the
         Options or grant replacement options with appropriate adjustments in
         the option prices and adjustments in the number and kind of securities
         issuable upon exercise or adjustments so that the Options or their
         replacements represent the right to purchase the shares of stock,
         securities or other property (including cash) as may be issuable or
         payable as a result of such transaction with respect to or in exchange
         for the number of Shares of Common Stock purchasable and receivable


                                      -9-
<PAGE>

         upon exercise of the Options had such exercise occurred in full prior
         to such transaction or (iii) cancel Options upon payment to the
         Optionees in cash, with respect to each Option to the extent then
         exercisable, of an amount that is the equivalent of the excess of the
         Fair Market Value of the Common Stock (at the effective time of the
         merger, reorganization, sale or other event) over the exercise price of
         the Option. The Committee may also provide for one or more of the
         foregoing alternatives in any particular option agreement.

                  (c) Except as otherwise expressly provided herein, the
         issuance by the Company of shares of its capital stock of any class, or
         securities convertible into shares of capital stock of any class,
         either in connection with direct sale or upon the exercise of rights or
         warrants to subscribe therefor, or upon conversion of shares or
         obligations of the Company convertible into such shares or other
         securities, shall not affect, and no adjustment by reason thereof shall
         be made with respect to the number of Shares reserved for issuance
         under the Plan or the number of or exercise price of Shares then
         subject to outstanding Options granted under the Plan.

                  (d) Without limiting the generality of the foregoing, the
         existence of outstanding Options granted under the Plan shall not
         affect in any manner the right or power of the Company to make,
         authorize or consummate (i) any or all adjustments, recapitalizations,
         reorganizations or other changes in the Company's capital structure or
         its business; (ii) any merger or consolidation of the Company; (iii)
         any issue by the Company of debt securities, or preferred or preference
         stock that would rank above the Shares subject to outstanding Options;
         (iv) the dissolution or liquidation of the Company; (v) any sale,
         transfer or assignment of all or any part of the assets or business of
         the Company; or (vi) any other corporate act or proceeding, whether of
         a similar character or otherwise.

         SECTION 10. TRANSFERABILITY OF OPTIONS. Each Incentive Stock Option
shall provide that such Incentive Stock Option shall not be transferable by the
Optionee otherwise than by will or the laws of descent and distribution and that
so long as an Optionee lives, only such Optionee or his guardian or legal
representative shall have the right to exercise such Incentive Stock Option. The
Committee, in its sole discretion, may provide in the agreement governing any
Nonqualified Stock Option that such Nonqualified Stock Option shall be
transferable to the Optionee's spouse or children, to a trust solely for the
benefit of the transferor, his spouse, or children, or pursuant to the terms of
a qualified domestic relation order (as defined in Section 414(p)(1)(A) of the
Internal Revenue Code).

         SECTION 11. ISSUANCE OF SHARES. No person shall be, or have any of the
rights or privileges of, a stockholder of the Company with respect to any of the
Shares subject to an Option unless and until certificates representing such
Shares shall have been issued and delivered to such person. As a condition of
any transfer of the certificate for Shares, the Committee may obtain such
agreements or undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of the Plan, the agreement evidencing the
Option or any law or regulation including, but not limited to, the following:

                                      -10-
<PAGE>

                  (a) A representation, warranty or agreement by the Optionee to
         the Company at the time any Option is exercised that he or she is
         acquiring the Shares to be issued to him or her for investment and not
         with a view to, or for sale in connection with, the distribution of any
         such Shares; and

                  (b) A representation, warranty or agreement to be bound by any
         legends that are, in the opinion of the Committee, necessary or
         appropriate to comply with the provisions of any securities laws deemed
         by the Committee to be applicable to the issuance of the Shares and are
         endorsed upon the Share certificates.

         SECTION 12. OPTIONS FOR 10% STOCKHOLDER. Notwithstanding any other
provisions of the Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly (or indirectly through attribution under
Section 424(d) of the Internal Revenue Code) at the Date of Grant, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or of its parent or subsidiary (as defined in Section 424
of the Internal Revenue Code) at the Date of Grant) unless the exercise price of
such Incentive Stock Option is at least 110% of the Fair Market Value of the
Shares subject to such Incentive Stock Option on the Date of Grant, and the
period during which the Incentive Stock Option may be exercised does not exceed
five (5) years from the Date of Grant.

         SECTION 13. NONQUALIFIED STOCK OPTIONS. Nonqualified Stock Options may
be granted hereunder and shall be subject to all terms and provisions hereof
except that each such Nonqualified Stock Option (i) must be clearly designated
as a Nonqualified Stock Option; (ii) may be granted for Shares in excess of the
limits contained in SECTION 3(B) hereof; and (iii) shall not be subject to
SECTION 12 hereof. If both Incentive Stock Options and Nonqualified Stock
Options are granted to an Optionee, the right to exercise, to the full extent
thereof, Options of either type shall not be contingent in whole or in part upon
the exercise of, or failure to exercise, Options of the other type.

         SECTION 14. ADMINISTRATION OF THE PLAN.

                  (a) The Plan shall be administered by the Compensation
         Committee of the Board or other committee thereof as appointed by the
         Board (the "COMMITTEE"); provided that the Board may also act as the
         Committee at any time or from time to time. In addition, if the
         Committee does not consist entirely of Outside Directors, a
         "Disinterested Committee" shall be appointed by the Board and shall be
         composed entirely of Outside Directors. In the event the Committee
         consists entirely of Outside Directors, the Committee shall also serve
         as the "Disinterested Committee" hereunder. The Disinterested Committee
         shall administer the Plan with respect to all Eligible Persons who are
         "covered employees" under Internal Revenue Code Section 162(m) or are
         subject to Rule 16b-3, and all members of the Board who participate in
         the Plan, if any. The number of persons that shall constitute the
         Committee and the Disinterested Committee shall be determined from time
         to time by a majority of all the members of the Board and, unless that
         majority of the Board determines otherwise or Rule 16b-3 is amended to
         require otherwise, shall be no less than two persons. To the extent
         that Rule 16b-3 requires a system of administration that is different
         from this SECTION 14, this SECTION 14 shall automatically be deemed
         amended to the extent necessary to cause it to be in compliance with
         Rule 16b-3.

                                      -11-
<PAGE>

                  (b) The Committee, from time to time, may adopt rules and
         regulations for carrying out the purposes of the Plan. The
         determinations and the interpretation and construction of any provision
         of the Plan by the Committee shall be final and conclusive.

                  (c) Subject to the express provisions of this Plan, the
         Committee shall have the authority, in its sole and absolute discretion
         (i) to adopt, amend, and rescind administrative and interpretive rules
         and regulations relating to this Plan or any Option; (ii) to construe
         the terms of this Plan or any Option; (iii) as provided in SECTION
         9(a), upon certain events to make appropriate adjustments to the
         exercise price and number of Shares subject to this Plan and Option;
         and (iv) to make all other determinations and perform all other acts
         necessary or advisable for administering this Plan, including the
         delegation of such ministerial acts and responsibilities as the
         Committee deems appropriate. Subject to Rule 16b-3 and Internal Revenue
         Code Section 162(m), the Disinterested Committee may correct any
         defect, supply any omission, or reconcile any inconsistency in the Plan
         or in any Option in the manner and to the extent it deems necessary or
         desirable to carry the Plan into effect, and the Disinterested
         Committee shall be the sole and final judge of that necessity or
         desirability. The determinations of the Disinterested Committee on the
         matters referred to in this SECTION 14(c) shall be final and
         conclusive.

                  (d) Subject to SECTION 17 hereof, the Committee is expressly
         authorized to make modifications to the Plan as necessary to effectuate
         the intent of the Plan as a result of any changes in the tax,
         accounting, or securities laws treatment of participants and the Plan.

         SECTION 15. GOVERNMENT REGULATIONS. This Plan, Options and the
obligations of the Company to sell and deliver Shares under any Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges or quotation
systems as may be required.

         SECTION 16. MISCELLANEOUS.

                  (a) The Company shall, during the term of the Plan, at all
         times reserve and keep available a number of Shares sufficient to
         satisfy the requirements of the Plan.

                  (b) The proceeds received by the Company from the sale of
         Shares pursuant to an Option shall be used for general corporate
         purposes.

                  (c) The grant of an Option shall be in addition to any other
         compensation paid to the Optionee or other stock option plans of the
         Company or other benefits with respect to the Optionee's position with
         or relationship to the Company or its Subsidiaries. The grant of an
         Option shall not confer upon the Optionee the right to continue as an
         Employee, Consultant, or Director, or interfere in any way with the
         rights of the Company to terminate his status as an Employee,
         Consultant, or Director.

                                      -12-
<PAGE>

                  (d) Neither the members of the Board nor any member of the
         Committee shall be liable for any act, omission, or determination taken
         or made in good faith with respect to this Plan or any Option, and
         members of the Board and the Committee shall, in addition to all other
         rights of indemnification and reimbursement, be entitled to
         indemnification and reimbursement by the Company in respect of any
         claim, loss, damage, liability or expense (including attorneys' fees,
         the costs of settling any suit, provided such settlement is approved by
         independent legal counsel selected by the Company, and amounts paid in
         satisfaction of a judgment, except a judgment based on a finding of bad
         faith) arising from such claim, loss, damage, liability or expense to
         the full extent permitted by law and under any directors' and officers'
         liability or similar insurance coverage that may from time to time be
         in effect.

                  (e) Any issuance or transfer of Shares to an Optionee, or to
         his legal representative, heir, legatee, distributee, or assign in
         accordance with the provisions of this Plan or the applicable Option,
         shall, to the extent thereof, be in full satisfaction of all claims of
         such persons under the Plan. The Committee may require any Optionee,
         legal representative, heir, legatee or distributee as a condition
         precedent to such payment or issuance or transfer of Shares, to execute
         a release and receipt for such payment or issuance or transfer of
         Shares in such form as it shall determine.

                  (f) Neither the Committee nor the Company guarantees Shares
         from loss or depreciation.

                  (g) All expenses incident to the administration, termination,
         or protection of this Plan or any Option, including, but not limited
         to, legal and accounting fees, shall be paid by the Company; provided,
         however, that the Company shall be entitled to recover from an Optionee
         reasonable attorneys' fees incurred in connection with the enforcement
         of the terms and provisions of the Plan and any agreement governing any
         Option, whether by an action to enforce specific performance, or an
         action for damages for its breach or otherwise.

                  (h) Records of the Company shall be conclusive for all
         purposes under this Plan or any Option, unless determined by the
         Committee or the Board to be incorrect.

                  (i) The Company shall, upon request or as may be specifically
         required under this Plan or any Option, furnish or cause to be
         furnished all of the information or documentation that is necessary or
         required by the Committee to perform its duties and functions under
         this Plan or any Option.

                  (j) The Company assumes no liability to any Optionee or his
         legal representatives, heirs, legatees or distributees for any act of,
         or failure to act on the part of, the Company, the Committee, the
         Disinterested Committee or the Board.

                  (k) Any action required of the Company or the Committee
         relating to this Plan or any Option shall be by resolution of the
         Company or Committee, respectively, or by a person authorized to act by
         resolution of the Company or Committee, respectively.

                  (l) If any provision of this Plan or any Option is held to be
         illegal or invalid for any reason, the illegality or invalidity shall
         not affect the remaining provisions of this Plan or any Option, but
         such provision shall be fully severable, and the Plan or Option, as
         applicable, shall be construed and enforced as if the illegal or
         invalid provision had never been included in the Plan or Option, as
         applicable.

                                      -13-
<PAGE>

                  (m) Whenever any notice is required or permitted under this
         Plan, such notice must be in writing and personally delivered,
         telecopied (if confirmed), sent by mail or delivery by a nationally
         recognized courier service. Any notice required or permitted to be
         delivered under an Option shall be deemed to be delivered on the date
         on which it is personally delivered, or, if telecopied, upon
         confirmation of receipt, or, if mailed, whether actually received or
         not, on the third Business Day after it is deposited in the United
         States mail, certified or registered, postage prepaid, addressed to the
         person who is to receive it at the address that such person has
         previously specified by written notice delivered in accordance with
         this SECTION 16(m) or, if by courier, seventy-two (72) hours after it
         is sent, addressed as described in this SECTION 16(m). The Company or
         the Optionee may change, at any time and from time to time, by written
         notice to the other, the address that it or he had previously specified
         for receiving notices. Until changed in accordance with this Plan, the
         Company and the Optionee shall specify as its and his address for
         receiving notices the address set forth in the Option pertaining to the
         Shares to which such notice relates.

                  (n) Any person entitled to notice under this Plan may waive
         such notice.

                  (o) The titles and headings of Sections are included for
         convenience of reference only and are not to be considered in
         construction of this Plan's provisions.

                  (p) All questions arising with respect to the provisions of
         this Plan shall be determined by application of the laws of the State
         of Nevada except to the extent Nevada law is preempted by federal law.

                  (q) Words used in the masculine shall apply to the feminine
         where applicable, and wherever the context of this Plan dictates, the
         plural shall be read as the singular and the singular as the plural.

         SECTION 17. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Board may
from time to time amend, suspend or terminate the Plan or any Option; provided,
however, that no such amendment may alter any provision of the Plan or any
Option without compliance with any applicable stockholder approval requirements
promulgated under the Internal Revenue Code, if applicable, or by the Commission
or any stock exchange or market on which the Common Stock of the Company is
listed for trading; and provided, further, that, except to the extent provided
in SECTION 7 or SECTION 9, no amendment or suspension of the Plan or any Option
issued to an Optionee hereunder shall, except as specifically permitted in any
such Option, substantially impair such Option without the consent of such
Optionee.

                                      -14-
<PAGE>

         SECTION 18. EFFECTIVE DATE AND TERMINATION DATE. The effective date of
the Plan is the date set forth below; provided, however, that, before any
Options granted under the Plan shall be exercisable, or any Stock Purchase
Rights shall be granted under the Plan, the Plan shall have been (a) approved by
the Company's stockholders within twelve (12) months before or after the Plan is
adopted, (b) approved by the American Stock Exchange, and (c) consented to by
Levine Leichtman Capital Partners II, L.P. pursuant to Section 5.2 of the
Amended and Restated Investor Rights Agreement among the Corporation, Levine
Leichtman Capital Partners II, L.P. and James Rudis dated October 29, 2002, as
amended. The Plan shall terminate on the tenth (10th) anniversary of the
effective date.

ADOPTED BY THE BOARD: February 1, 2005
EFFECTIVE DATE: February 1, 2005

OVERHILL FARMS, INC.


By:__________________________


                                      -15-