**EXHIBIT10.6**

**WS MIDWAYHOLDINGS, INC.**

**STOCK OPTION PLAN**

Section 1.               Purpose

ThePlan authorizes the Committee to provide persons or entities that areproviding, or have agreed to provide, services to the Company or itsAffiliates, who are in a position to contribute to the long-term success of theCompany or its Affiliates, with Options to acquire Shares.  The Company believes that this incentiveprogram will cause those persons to increase their interest in the welfare ofthe Company and its Affiliates, and aid in attracting, retaining and motivatingpersons of outstanding ability.

Section 2.               Definitions

Capitalizedterms used herein shall have the meanings set forth in this Section.

(a)           “Affiliate”shall mean any person or entity that, either directly or indirectly through oneor more intermediaries, (i) controls the Company, or (ii) iscontrolled by the Company or a person described in clause (i).

(b)           “Code”means the Internal Revenue Code of 1986, as amended.

(c)           “Committee” shall mean theCompensation Committee of the Board of Directors of the Company.

(d)           “Company”shall mean WS Midway Holdings, Inc., a corporation organized under the laws ofthe State of Delaware.

(e)           “Employee”shall mean any person or entity that is providing, or has agreed to provide,services to the Company or an Affiliate of the Company, whether as an employee,director or independent contractor.

(f)            “Fair Market Value” of a Share onany given date shall be determined by the Committee, in its discretion,provided, that such value shall not be less than the fair market value withinthe meaning of Section 409A of the Code.

(g)                                 “Grantee” shall mean an Employee grantedan Option under the Plan.

(h)           “ISO” shall mean any Option orportion thereof that meets the requirements of an incentive stock option underSection 422 of the Internal Revenue Code of 1986, as amended.

(i)            “Nonqualified Option” shall mean anyOption or portion thereof that is not an ISO.

(j)            “Option Agreement” shall mean awritten agreement between the Company and the Grantee, evidencing the grant ofan Option hereunder and containing such terms and conditions, not inconsistentwith the express provisions of the Plan, as the Committee shall approve.

(k)           “Options” shall refer to Series AOptions and Series B Options issued under and subject to the Plan.

(l)            “Performance-Based Vesting” shallhave the meaning set forth in Section 5.

(m)          “Plan” shall mean this Option Plan asset forth herein and as amended from time to time.

(n)           “Sale of the Company” means the saleof the Company (whether by merger, consolidation, recapitalization,reorganization, sale of securities, sale of assets or otherwise) in onetransaction or a series of related transactions to a person or entity not anaffiliate, directly or indirectly, of Wellspring Capital, pursuant to whichsuch person or entity (together with its affiliates) acquires (i) securitiesrepresenting at least a majority of the voting power of all securities of theCompany, assuming the conversion, exchange or exercise of all securities convertible,exchangeable or exercisable for or into voting securities, or (ii) all orsubstantially all of the Company’s assets on a consolidated basis.

(o)           “Series A Options” shall be optionsissued under and subject to the Plan. One-half of the Series A Options shall be subject to Time-Based Vestingand one-half of the Series A Options shall be subject to Performance-BasedVesting, as set forth in Section 5.

----

(p)           “Series B Options” shall be optionsissued under and subject to the Plan. All Series B Options shall be subject to Performance-Based Vesting, asset forth in Section 5.

(q)           “Share” shall mean a share of commonstock of the Company.

(r)            “Stockholders Agreement” shall meanthe Stockholders Agreement, dated as of March 8, 2006, among the Company andits stockholders, as the same may thereafter be amended from time to time.

(s)           “Time-Based Vesting” shall have themeaning set forth in Section 5.

(t)            “Wellspring Capital” meansWellspring Capital Partners III, LP.

(u)           “Wellspring IRR” shall equal thediscount rate (compounded annually) which causes (i) the present value as ofMarch 8, 2006 of all amounts received by Wellspring Capital and its affiliatesin respect of the sale, exchange or redemption of their Shares, plus anydividends, to equal (ii) the present value as of March 8, 2006 of all equityinvestments in the Company made by Wellspring Capital and its affiliates.

(v)           “Wellspring Liquidity Event” means asale, exchange or redemption of substantially all Shares held by WellspringCapital and its affiliates pursuant to which Wellspring Capital and itsaffiliates receive cash in respect of such Shares.

Section 3.               Shares Available under thePlan

Subjectto the provisions of Section 7, the total number of Shares with respect towhich Options may be granted under the Plan shall not exceed 19,076, inclusiveof both Series A Options and Series B Options. If, prior to exercise, any Options are forfeited, lapse or terminate forany reason, the Shares covered thereby may again be available for Option grantsunder the Plan.

Section 4.               Administration of the Plan

(a)           Authority of the Committee.  The Plan shall be administered by theCommittee.  The Committee shall have fulland final authority to take the following actions, in each case subject to andconsistent with the provisions of the Plan:

(i)       to select the Employees to whom Optionsmay be granted;

(ii)      to determine the number of Shares subjectto each such Option;

(iii)     to determine the terms and conditions ofany Option granted under the Plan, including the exercise price, conditionsrelating to exercise, and termination of the right to exercise;

(iv)    to determine the restrictions or conditionsrelated to the delivery, holding and disposition of Shares acquired uponexercise of an Option;

(v)     to prescribe the form of each OptionAgreement;

(vi)    to adopt, amend, suspend, waive and rescindsuch rules and regulations and appoint such agents as the Committee may deemnecessary or advisable to administer the Plan;

(vii)   to correct any defect or supply any omissionor reconcile any inconsistency in the Plan and to construe and interpret thePlan and any Option,  Option Agreement orother instrument hereunder; and

(viii)  to make all other decisions and determinationsas may be required under the terms of the Plan or as the Committee may deemnecessary or advisable for the administration of the Plan.

(b)           Manner of Exercise of CommitteeAuthority.  Any action of theCommittee with respect to the Plan shall be final, conclusive and binding onall persons, including the Company, its Affiliates, Grantees, and any personclaiming any rights under the Plan from or through any Grantee, except to theextent the Committee may subsequently modify, or take further action notinconsistent with, its prior action.  Ifnot specified in the Plan, the time at which the Committee must or may make anydetermination shall be determined by the Committee, and any such determinationmay thereafter be modified by the Committee (subject to Section 10).  The express grant of any specific power tothe Committee, and the taking of any action by the Committee, shall not beconstrued as limiting any power or authority of the Committee.  The Committee may delegate to officers ormanagers of the Company or any Affiliate of the Company the authority, subjectto such terms as the Committee shall determine, to perform such functions asthe Committee may determine, to the extent permitted under applicable law.

----

(c)           Limitation of Liability.  Each member of the Committee shall beentitled to, in good faith, rely or act upon any report or other informationfurnished to him by any officer or other employee of the Company or any of itsAffiliates, the Company’s independent certified public accountants or anyexecutive compensation consultant, legal counsel or other professional retainedby the Company to assist in the administration of the Plan.  To the fullest extent permitted by applicablelaw, no member of the Committee, nor any officer or employee of the Companyacting on behalf of the Committee, shall be personally liable for any action,determination or interpretation taken or made in good faith with respect to thePlan, and all members of the Committee and any officer or employee of theCompany acting on its behalf shall, to the extent permitted by law, be fully indemnifiedand protected by the Company with respect to any such action, determination orinterpretation.

Section 5.               Option Terms.

Unless otherwisedetermined by the Committee and set forth in an Option Agreement, Optionsgranted under the Plan shall contain the following terms and conditions:

                (a)           Exercise Price. The exercise price per Share subject to an Option granted to an Employeeshall be not less than the Fair Market Value per Share as of the date theOption is granted.

(b)           Vesting.  Each Series A Option that is designated assubject to Time-Based Vesting (which shall equal one-half of the total Series AOptions) shall vest ratably over a period of five years, commencing on the dateof the Series A Option grant.  Vesting asof any vesting date shall be conditional on continued employment through thevesting date.  Notwithstanding theforegoing, upon a Sale of the Company or a Wellspring Liquidity Event, allSeries A Options then outstanding that are subject to Time-Based Vesting shallbecome fully vested.

As to the portionof each Series A Option that is designated as subject to Performance-BasedVesting (which shall equal one-half of the total Series A Options), each optionshall vest only upon a Sale of the Company or a Wellspring Liquidity Event, tothe extent that (i) the Series A Option Grantee is employed through the date ofsuch Sale of the Company or Wellspring Liquidity Event, and (ii) the WellspringIRR associated with such Sale of the Company or Wellspring Liquidity Eventexceeds 15%.  Series A Options thenoutstanding shall vest ratably only up to the point that any further vesting(and assumed exercise) would cause the Wellspring IRR to fall below 15%.  In the event that no Sale of the Company orWellspring Liquidity Event occurs within five years of the date of this Plan,the Company will be valued by a third party, at the discretion of theCommittee, for purposes of determining the implied Wellspring IRR, which shallthen be used to determine vesting of Performance-Based Vesting Series A Optionsin accordance with this paragraph, as if a Wellspring Liquidity Event hadoccurred on the fifth anniversary of the date of this Plan.

Each Series BOption shall vest only upon a Sale of the Company or a Wellspring LiquidityEvent, to the extent that (i) the Series B Option Grantee is employed throughthe date of such Sale of the Company or Wellspring Liquidity Event, (ii) allSeries A Options have or will concurrently become vested, and (iii) theWellspring IRR associated with such Sale of the Company or Wellspring LiquidityEvent exceeds 25%.  Series B Options thenoutstanding shall vest ratably only up to the point that any further vesting(and assumed exercise) would cause the Wellspring IRR to fall below 25%.

(c)           Termination.  Unless otherwise determined by the Committeeat the time of grant of such Option, each Option shall terminate on the tenthanniversary of the date of grant.

(d)           Tax Status.  Each Option granted under the Plan shall betreated as a Nonqualified Option.

Section 6.               Exercise of Options

(a)           Only the vested portion of any Optionmay be exercised.  A Grantee shallexercise an Option by delivery of written notice to the Company setting forththe number of Shares with respect to which the Option is to be exercised,together with a check payable to the order of the Company for an amount equalto the exercise price for such Shares; provided, however, that in lieu ofproviding such check, the Grantee may utilize a cashless exercise in which theGrantee will be issued a number of Shares equal to N(FMV-EP)/FMV, where N isthe number of Shares issuable upon exercise, FMV is the Fair Market Value ofone Share on the date of exercise and EP is the exercise price of the Optionbeing exercised.

(b)           Before the Company issues any Sharesto a Grantee pursuant to the exercise of an Option, the Company shall have theright to require that the Grantee make such provision, or furnish the Companysuch authorization, necessary or desirable so that the Company may satisfy itsobligation under applicable income tax laws to withhold for income or othertaxes due upon or incident to such exercise. The Committee, may, in its discretion, permit such withholdingobligation to be satisfied through the withholding of Shares that wouldotherwise be delivered upon exercise of the Option.

----

(c)          If a Grantee dies or becomes disabledprior to the termination of an Option without having exercised the Option as toall of the then vested portion thereof, the Option may be exercised withrespect to such vested portion all or a portion by (i) the Grantee’s estate ora person who acquired the right to exercise the Option by bequest orinheritance or by reason of the death of the Grantee in the event of theGrantee’s death, or (ii) the Grantee or his personal representative or attorney-in-factin the event of the Grantee’s disability, subject to the other terms of theOption Agreement and applicable laws, rules and regulations.

(d)           As a condition to the grant of anOption or delivery of any Shares upon exercise of an Option, the Company shallhave the right to require that the Grantee become party to the StockholdersAgreement, or any similar or successor agreement.

Section 7.               Adjustment Upon Changes inCapitalization

In the event anyrecapitalization, forward or reverse split, reorganization, merger,consolidation, spin-off, combination, repurchase, or exchange of Shares orother securities, any stock dividend or other special and nonrecurring dividendor distribution (whether in the form of cash, securities or other property), liquidation,dissolution, or other similar transactions or events, affects the Shares suchthat an adjustment is appropriate in order to prevent dilution or enlargementof the rights of Grantees under the Plan, then the Committee shall makeequitable adjustment in (i) the number and kind of Shares deemed to beavailable thereafter for grants of Options under Section 3, (ii) the number andkind of Shares that may be delivered or deliverable in respect of outstandingOptions, or (iii) the exercise price.  Inaddition, the Committee is authorized to make adjustments in the terms andconditions of, and the criteria included in, Options (including, withoutlimitation, cancellation of Options in exchange for the in-the-money value, ifany, of the vested portion thereof, cancellation of unvested and/orout-of-the-money options, substitution of Options using securities of asuccessor or other entity, or acceleration of the time that Options expire) inrecognition of unusual or nonrecurring events (including, without limitation, aSale of the Company, a Wellspring Liquidity Event, or an event described in thepreceding sentence) affecting the Company or any Affiliate of the Company orthe financial statements of the Company or any Affiliate of the Company, or inresponse to changes in applicable laws, regulations or accounting principles.

Section 8.               Restrictions on Issuing Shares.

No Shares shall beissued or transferred to a Grantee under the Plan unless and until allapplicable legal requirements have been complied with to the satisfaction ofthe Committee.  The Committee shall havethe right to condition the exercise of any Option on the Grantee’s undertakingin writing to comply with such restrictions on any subsequent disposition ofthe Shares issued or transferred thereunder as the Committee shall deemnecessary or advisable as a result of any applicable law, regulation, officialinterpretation thereof, or any underwriting agreement.

Section 9.               General Provisions

(a)           Each Option shall be evidenced by anOption Agreement.  The terms andprovisions of such certificates may vary among Grantees and among differentOptions granted to the same Grantee.

(b)           The grant of an Option in any yearshall not give the Grantee any right to similar grants in future years, anyright to continue such Grantee’s employment relationship with the Company orits Affiliates, or, until such Option is exercised and Shares are issued, anyrights as a stockholder of  theCompany.  All Grantees shall remainsubject to discharge to the same extent as if the Plan were not in effect.  For purposes of the Plan, a sale of anyAffiliate of the Company that employs or engages a Grantee shall be treated asthe termination of such Grantee’s employment or engagement.

(c)           No Grantee, and no beneficiary orother persons claiming under or through the Grantee, shall have any right,title or interest by reason of any Option to any particular assets of theCompany or Affiliates of the Company, or any Shares allocated or reserved forthe purposes of the Plan or subject to any Option except as set forthherein.  The Company shall not berequired to establish any fund or make any other segregation of assets toassure satisfaction of the Company’s obligations under the Plan.

(d)            No Option may be sold, transferred,assigned, pledged or otherwise encumbered, except by will or the laws ofdescent and distribution, and an Option shall be exercisable during the Grantee’slifetime only by the Grantee.  Upon aGrantee’s death, the estate or other beneficiary of such deceased Grantee shallbe subject to all the terms and conditions of the Plan and Option Agreement,including the provisions relating to the termination of the right to exercisethe Option.

Section 10.             Amendment or Termination

The Committee may,at any time, alter, amend, suspend, discontinue or terminate this Plan; provided,however, that, except as provided in Section 7, no such action shalladversely affect the rights of Grantees with respect to Options previouslygranted hereunder.

----

Section 11.             Section 409A.

Tothe extent this Plan provides for nonqualified deferred compensation, it isintended to satisfy the provisions of Section 409A of the Code and relatedregulations.  If any provision hereinresults in the imposition of an excise tax on any Grantee under Section 409A of the Code, any such provisionwill be reformed to avoid any such imposition in such manner as the Committeedetermines is appropriate to comply with Section 409A of the Code.

Section 12.             Date of Plan.

ThisPlan shall be dated as of December 11, 2006.

----