Ex 4.1


    INTERNATIONAL
      FOOD PRODUCTS GROUP, INC.

    2006
      STOCK OPTION PLAN

    


    


    ADOPTED
      November 20, 2006

    


    


    1. Purposes
      of the Plan.
      The
      purposes of this Stock Option Plan are to attract and retain the best available
      personnel for positions of substantial responsibility, to provide additional
      incentive to the Employees and Consultants of the Company and to promote the
      success of the Company's business.

    


    Options
      granted hereunder may be either "incentive stock options,"as defined in Section
      422 of the Internal Revenue Code of 1986, as amended, or "nonstatutory stock
      options," at the discretion of the Board and as reflected in the terms of the
      written Option Agreement.

    


    2. Definitions.
      As used
      herein, the following definitions shall apply 

    


    (a) "Board"
      shall mean the Committee, if one has been appointed, or the Board of Directors
      of the Company, if no committee is appointed.

    


    (b) "Code"
      shall mean the Internal Revenue Code of 1986, as amended.

    


    (c) "Common
      Stock" shall mean the Common Stock of the Company.

    


    (d) "Company"
      shall mean INTERNATIONAL FOOD PRODUCTS GROUP, INC., a Nevada
      corporation.

    


    (e) "Committee"
      shall mean the Committee appointed by the Board of Directors in accordance
      with
      paragraph (a) of Section 4 of the Plan, if one is appointed.

    


    (f) "Consultant"
      shall mean any person who is engaged by the Company or any subsidiary to render
      consulting services and is compensated for such consulting services, and any
      director of the Company whether compensated for such services or
      not.

    


    (g) "Continuous
      Status as an Employee or Consultant" shall mean the absence of any interruption
      or termination of service as an Employee or Consultant. Continuous Status as
      an
      Employee or Consultant shall not be considered interrupted in the case of sick
      leave, military leave, or any other leave of absence approved by the Board;
      provided that such leave is for a period of not more than 90 days or
      reemployment upon the expiration of such leave is guaranteed by contract or
      statute.

    


    
      
        
        

      

      
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    (h) "Employee"
      shall mean any person, including officers and directors, employed by the Company
      or any Parent or Subsidiary of the Company. The payment of a director's fee
      by
      the Company shall not be sufficient to constitute "employment" by the
      Company.

    


    (i) "Incentive
      Stock Option" shall mean an Option intended to qualify as an Incentive Stock
      Option within the meaning of Section 422 of the Code.

    


    (j) "Option"
      shall mean a Stock Option granted pursuant to the 

    Plan.

    


    (k) "Option
      Stock" shall mean the Common Stock subject to an

    Option.

    


    (l) "Optionee"
      shall mean an Employee or Consultant who receives an Option.

    


    (m) "Parent"
      shall mean a "parent corporation," whether now or hereafter existing, as defined
      in Section 425(e) of the Code.

    


    (n) "Plan"
      shall mean this 2006 Stock Option Plan. 

    


    (o) "Share"
      shall mean a share of the Common Stock, as adjusted in accordance with Section
      11 of the Plan.

    


    (p) "Subsidiary"
      shall mean a subsidiary corporation, whether now or hereafter existing, as
      defined in Section 425(f) of the Code.

    


    (q) "Unvested
      Portion" shall mean any Option with respect to the number of shares of Common
      Stock for that Option that are not exercisable as of the date of the closing
      of
      a Transaction resulting in a Change in Control. In the case of a Change in
      Control which occurs as the results of a series of transactions, the closing
      date shall be deemed to be the closing date of the final Transaction affecting
      the Change in Control.

    


    3. Stock
      Subject to the Plan.
      Subject
      to the provisions of Section 11 of the Plan, the maximum aggregate number of
      shares which may be optioned and sold under the Plan is Sixty Million
      (60,000,000) shares of Common Stock, which may be authorized, but unissued,
      Common Stock.

    


    
      
        
        

      

      
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    If
      an
      Option should expire or become unexercisable for any reason without having
      been
      exercised in full, the unpurchased Shares which were subject thereto shall,
      unless the Plan shall have been terminated, become available for future grant
      under the Plan.

    


    4. Administration
      of the Plan.

    


    (a) Procedure.
      The
      Plan shall be administered by the Board of Directors; provided, however, that
      (i) the Board of Directors may appoint a Committee to administer the Plan;
      and
      (ii) shall appoint a Committee to administer the Plan, if necessary, to provide
      the officers and directors of the Company with the benefits of Rule 16b-3
      promulgated by the SEC. If appointed, the Committee shall continue to serve
      until otherwise directed by the Board of Directors. Subject to the foregoing,
      from time-to-time the Board of Directors may increase the size of the Committee
      and appoint additional members in substitution therefor, fill vacancies however
      caused, or remove all members of the Committee and thereafter directly
      administer the Plan.

    


    (b) Powers
      of the Board.
      Subject
      to the provisions of the Plan, the Board shall have the authority, in its
      discretion: (i) to grant Incentive Stock Options, in accordance with Section
      422
      of the Code, or "nonstatutory stock options;" (ii) to determine, upon review
      of
      relevant information and in accordance with Section 8(b) of the Plan, the fair
      market value of the Common Stock; (iii) to determine the exercise price per
      share of Options to be granted, which exercise price shall be determined in
      accordance with Section 8(a) of the Plan; (iv) to determine the Employees or
      Consultants to whom, and the time or times at which, Options shall be granted
      and the number of shares to be represented by each Option; (v) to interpret
      the
      Plan; (vi) to prescribe, amend and rescind rules and regulations relating to
      the
      Plan; (vii) to determine the terms and provisions of each Option granted (which
      need not be identical) and, with the consent of the holder thereof, modify
      or
      amend each Option; (viii) to accelerate or defer (with the consent of the
      Optionee as to any deferral) the exercise date of any Option consistent with
      the
      provisions of Section 5 of the Plan; (ix) to authorize any person to execute
      on
      behalf of the Company any instrument required to effectuate the grant of an
      Option previously granted by the Board; and (X) to make all other determinations
      deemed necessary or advisable for the administration of the Plan.

    


    (c) Effect
      of Board's Decision.
      All
      decisions, determinations and interpretations of the Board or its Committee
      shall be final and binding on all Optionees and any other holders of any Options
      granted under the Plan.

    


    5. Eligibility.

    


    (a) Options
      may be granted only to Employees and Consultants. Incentive Stock Options may
      be
      granted only to Employees. An Employee or Consultant who has been granted an
      Option may, if he is otherwise eligible, be granted an additional Option or
      Options. 

    


    
      
        
        

      

      
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    (b) No
      Incentive Stock Option may be granted to an Employee which, when aggregated
      with
      all other incentive stock Options granted to such Employee by the Company or
      any
      Parent or Subsidiary, would result in Shares having an aggregate fair market
      value (determined for each Share as of the date of grant of the Option covering
      such Share) in excess of $100,000 becoming first available for purchase upon
      exercise of one or more Incentive Stock Options during any calendar
      year.

    


    (c) Section
      5(b) of the Plan shall apply only to an Incentive Stock Option evidenced by
      a
      written Option agreement which shall expressly identify the Option as an
      Incentive Stock Option. Section 5(b) of the Plan shall not apply to any Option
      evidenced by an Option agreement which sets forth the intention of the Company
      and the Optionee that such Option shall be a nonstatutory Stock
      Option.

    


    (d) The
      Plan
      shall not confer upon any Optionee any right with respect to continuation of
      employment or consulting relationship with the Company, nor shall it interfere
      in any way with his right or the Company's right to terminate his employment
      or
      consulting relationship at any time.

    


    6. Term
      of Plan.
      The
      Plan shall become effective upon the earlier to occur of its adoption by the
      Board of Directors or its approval by the Stockholders of the Company as
      described in Section 17 of the Plan. It shall continue in effect for a term
      of
      ten (10) years unless sooner terminated under Section 13 of the
      Plan.

    


    7. Term
      of Option.
      The
      term of each Incentive Stock Option shall be ten (10) years from the date of
      grant thereof or such shorter term as may be provided in the Stock Option
      agreement. The term of each Option that is not an Incentive Stock Option shall
      be (10) years and one (1) day from the date of grant thereof or such shorter
      term as may be provided in the Stock Option agreement. However, in the case
      of
      an Option granted to an Optionee who, at the time the Option is granted, owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary, (a) if the Option
      is an Incentive Stock Option, the term of the Option shall be five (5) years
      from the date of grant thereof or such shorter time as may be provided in the
      Stock Option agreement, or (b) if the Option is not an Incentive Stock Option,
      the term of the Option shall be five (5) years and one (1) day from the date
      of
      grant thereof or such shorter term as may be provided in the Stock Option
      agreement.

    


    
      	8.  	
              Exercise
                Price and Consideration.

            


    

    


    (a) The
      per
      Share exercise price for the Shares to be issued pursuant to exercise of an
      Option shall be such price as is determined by the Board, but shall be subject
      to the following: (i) In the case of an Incentive Stock Option: (A) granted
      to
      an Employee who, at the time of the grant of such Incentive Stock Option, owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary, the per Share
      exercise price shall be no less than 110% of the fair market value per Share
      on
      the date of grant, (B) granted to an Employee, the per Share exercise price
      shall be no less than 100% of the fair market value per Share on the date of
      grant; (ii) In the case of a nonstatutory Stock Option, the per Share exercise
      price shall be no less than the price per Share set by the Board on the date
      of
      grant.

    


    
      
        
        

      

      
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    (b) The
      fair
      market value shall be determined in the following manner. If the stock is
      unlisted, the fair market value shall be determined by the Board of Directors,
      in its discretion. If listed, the value shall be the Closing Sales Price of
      the
      Company's Common Stock as reported on the NASDAQ National Market System on
      the
      business day immediately preceding the date of grant. In the event the Common
      Stock is listed on a stock exchange, the fair market value per share shall
      be
      the closing price on such exchange on the business day immediately preceding
      the
      date of grant, as reported in the Wall Street Journal. 

    


    (c) 
      The
      consideration to be paid for the Shares to be issued upon exercise of an Option,
      including the method of payment shall be determined by the Board and may consist
      entirely of cash, check, promissory note, surrender of shares of Common Stock
      of
      the Company acquired pursuant to the exercise of the Option, other Shares of
      Common Stock having a fair market value on the date of surrender equal to the
      aggregate exercise price of the Shares as to which said Option shall be
      exercised, or any combination of such methods of payment, or such other
      consideration and method of payment for the issuance of Shares to the extent
      permitted under Nevada Corporation Law. In making its determination as to the
      type of consideration to accept, the Board shall consider if acceptance of
      such
      consideration may be reasonably expected to benefit the Company.

    


    9.  Exercise
      of Option.

    


    (a)  Procedure
      for Exercise; Rights as a Stockholder.
      Any
      Option granted hereunder shall be exercisable at such times and under such
      conditions as determined by the Board, including performance criteria with
      respect to the Company and/or the Optionee, and as shall be permissible under
      the terms of the Plan. An Option may not be exercised for a fraction of a Share.
      An Option shall be deemed to be exercised when written notice of such exercise
      has been given to the Company in accordance with the terms of the Option by
      the
      person entitled to exercise the Option and full payment for the Shares with
      respect to which the Option is exercised has been received by the Company.
      Full
      payment may, as authorized by the Board, consist of any consideration and method
      of payment allowable under Section 8(c) of the Plan. Until the issuance (as
      evidenced by the appropriate entry on the books of the Company or of a duly
      authorized transfer agent of the Company) of the Stock Certificate evidencing
      such shares, no right to vote or receive dividends or any other rights as a
      stockholder shall exist with respect to the Optioned Stock, notwithstanding
      the
      exercise of the Option. No adjustment will be made for a dividend or other
      right
      for which the record date is prior to the date the Stock Certificate is issued,
      except as provided in Section 11 of the Plan. Exercise of an Option in any
      manner shall result in a decrease in the number of Shares which thereafter
      may
      be available, both for purposes of the Plan and for sale under the Option,
      by
      the number of Shares as to which the Option is exercised. 

    


    
      
        
        

      

      
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    (b) Termination
      of Status as an Employee or Consultant.
      If an
      Employee or Consultant ceases to serve as an Employee or Consultant (as the
      case
      may be), he may, but only within three (3) months (or such other period of
      time
      not exceeding three (3) months as is determined by the Board at the time of
      grant of the Option) after the date he ceases to be an Employee or Consultant
      (as the case may be) of the Company, exercise his Option to the extent that
      he
      was entitled to exercise it at the date of such termination. To the extent
      that
      he was not entitled to exercise the Option at the date of such termination,
      or
      if he does not exercise such Option (which he was entitled to exercise) within
      the time specified herein, the Option shall terminate.

    


    (c) Disability
      of Optionee.
      Notwithstanding the provisions of Section 9(b) above, in the event an Employee
      or Consultant is unable to continue his employment or consulting relationship
      (as the case may be) with the Company as a result of his total and permanent
      disability (as defined in Section 22(e) (3) of the Internal Revenue Code),
      he
      may, but only within six (6) months (or such other period of time not less
      then
      six (6) months nor more than twelve (12) months as is determined by the Board
      at
      the time of grant of the Option) from the date of termination, exercise his
      Option to the extent he was entitled to exercise it at the date of such
      termination (or to such greater extent as the Board may provide). To the extent
      that he was not entitled to exercise the Option at the date of termination,
      or
      if he does not exercise such Option (which he was entitled to exercise) within
      the time specified herein, the Option shall terminate.

    


    (d)  Death
      of Optionee.
      In the
      event of the death of an Optionee: (i) during the term of the Optionee who
      is at
      the time of his death an Employee or Consultant of the Company and who shall
      have been in Continuous Status as an Employee or Consultant since the date
      of
      grant of the Option, the Option may be exercised, at any time within twelve
      (12)
      months following the date of death, by the Optionee's estate or by a person
      who
      acquired the right to exercise the Option by bequest or inheritance, but only
      to
      the extent of the right to exercise that has accrued as of the date of death
      (or
      to such greater extent as the Board may provide); or (ii) after the termination
      of Continuous Status as an Employee or Consultant, the Option may be exercised,
      at any time within six (6) months following the date of death, by the Optionee's
      estate or by a person who acquired the right to exercise the Option by bequest
      or inheritance, but only to the extent of the right to exercise that had accrued
      at the date of termination (or to such greater extent as the Board may
      provide).

    


    
      
        
        

      

      
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    10. Nontransferability
      of Options.
      The
      Option may not be sold, pledged, assigned, hypothecated, transferred, or
      disposed of in any manner other than by will or by the laws of descent or
      distribution and may be exercised, during the lifetime of the Optionee, only
      by
      the Optionee.

    


    11. Adjustments
      Upon Certain Changes.
      

    


    (a) Stock
      Split or Reclassification.
      Subject
      to any required action by the Stockholders of the Company, the number of Shares
      of Common Stock covered by each outstanding Option, and the number of shares
      of
      Common Stock which have been authorized for issuance under the Plan but as
      to
      which no Options have yet been granted or which have been returned to the Plan
      upon cancellation or expiration of an Option, as well as the price per Share
      of
      Common Stock covered by each such outstanding Option, shall be proportionately
      adjusted for any increase or decrease in the number of shares of Common Stock
      resulting from a stock split, reverse stock split, stock dividend, combination
      or reclassification of the Common Stock, recapitalization, reorganization,
      or
      any other increase or decrease in the number of issued shares of Common Stock
      effected without receipt of consideration by the Company; provided, however,
      that conversion of any convertible securities of the Company shall not be deemed
      to have been "effected without receipt of consideration." Such adjustment shall
      be made by the Board, whose determination in that respect shall be final,
      binding and conclusive. Except as expressly provided herein, no issuance by
      the
      Company of shares of stock of any class, or securities convertible into Shares
      of stock of any class, shall affect, and no adjustment by reason thereof shall
      be made with respect to, the number or price of Shares of Common Stock subject
      to an Option. The Company shall provide to the optionee notice of any adjustment
      pursuant to this section 11(a) immediately.

    


    (b) Change
      in Control.
      In the
      event of a Change of Control, then to the extent permitted by applicable law,
      with respect to half (50%) of the unvested Options (the "Primary Accelerated
      Amount") held by persons then performing services as Employees, Directors,
      or
      Consultants, then immediately prior to the consummation of such Change of
      Control such Primary Accelerated Amount shall be fully vested and exercisable
      and such Options shall be terminated if not exercised prior to the consummation
      of the Change of Control. With respect to the remaining portion of such unvested
      Options (the "Remaining Amount"), any surviving corporation or an Affiliate
      of
      such surviving corporation shall assume or continue the Remaining Amount, or
      substitute similar Options for the Remaining Amount. If the surviving
      corporation or an Affiliate of such surviving corporation refuses to assume
      or
      continue the Remaining Amount, or substitute similar Options for the Remaining
      Amount, then with respect to any person who was providing services as an
      Employee, Director or Consultant immediately prior to the consummation of the
      Change of Control, then immediately prior to the consummation of the Change
      of
      Control such Remaining Amount shall be fully vested and exercisable and such
      Options shall be terminated if not exercised prior to the consummation of the
      Change of Control. If, following a Change of Control, the surviving corporation
      or its Affiliates choose to assume or continue the Remaining Amount, or
      substitute similar Options for the remaining amount and any person then
      performing services as an Employee, Director, or Consultant is involuntarily
      terminated for reason other than Cause or voluntarily terminates for Good Reason
      within one (1) year of such Change of Control, then upon such termination any
      Options still outstanding shall be fully vested and exercisable and such Options
      shall be terminated if not exercised within thirty (30) days of such termination
      (or to such greater extent as the Board may provide).

    .

    


    
      
        
        

      

      
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    For
      the
      purposes of this plan: (i) "Change in Control" means: (1) a dissolution,
      liquidation or sale of substantially all of the assets of the Company; (2)
      a
      merger or consolidation in which the Company is not the surviving corporation
      (other than a merger solely for the purpose of changing the state of
      incorporation); or (3) a reverse merger in which the Company is the surviving
      corporation but the shares of the Company's common stock outstanding immediately
      preceding the merger are converted by virtue of the merger into other property,
      whether in the form of securities, cash or otherwise; (ii) "Cause" means: (1)
      an
      optionee's willful dishonesty towards, fraud upon, crime against, deliberate
      or
      attempted injury or bad faith action with respect to the Company; or (2)
      Optionee's conviction for any felony crime; (iii) "Good Reason" means: (1)
      a
      material reduction in compensation; (2) a relocation of the Optionee's principal
      worksite to a location more than sixty (60) miles from Optionee's pre-Change
      of
      Control worksite; or (3) for an executive officer, a material reduction in
      responsibilities or authority as in effect before the Change in
      Control.

    


    12. Time
      of Granting Options.
      The
      date of grant of an Option shall, for all purposes, be the date on which the
      Board makes the determination granting such Option. Notice of the determination
      shall be given to each Employee or Consultant to whom an Option is so granted
      within a reasonable time after the date of such grant.

    


    13. Amendment
      and Termination of the Plan.

    


    (a) Amendment
      and Termination.
      The
      Board may amend or terminate the Plan from time-to-time in such respects as
      the
      Board may deem advisable; provided that, the following revisions or amendments
      shall require approval of the Stockholders of the Company in the manner
      described in Section 17 of the Plan: (i) any increase in the number of Shares
      subject to the Plan, other than in connection with an adjustment under Section
      11 of the Plan; (ii) any change in the designation of the class of Employees
      or
      Consultants eligible to be granted Options; (iii) any material increase in
      the
      benefits accruing to participate under the Plan.

    


    
      
        
        

      

      
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    (b) Stockholder
      Approval.
      In the
      event any amendment requiring Stockholder approval under Section 13(a) of the
      Plan is made, such Stockholder approval shall be solicited as described in
      Section 17 of the Plan. 

    


    (c) Effect
      of Amendment or Termination.
      Any
      such amendment or termination of the Plan shall not affect Options already
      granted and such Options shall remain in full force and effect as if this Plan
      had not been amended or terminated, unless mutually agreed otherwise between
      the
      Optionee and the Board, which agreement must be in writing and signed by the
      Optionee and the Company.

    


    14. Conditions
      Upon Issuance of Shares.
      Shares
      shall not be issued pursuant to the exercise of an Option unless the exercise
      of
      such Option and the issuance and delivery of such Shares pursuant thereto shall
      comply with all relevant provisions of law, including, without limitation,
      the
      Securities Act of 1933, as amended, the Securities and Exchange Act of 1934,
      as
      amended, the rules and regulations promulgated thereunder, state securities
      laws, and the requirements of any stock exchange upon which the Shares may
      then
      be listed, and shall be further subject to the approval of counsel for the
      Company with respect to such compliance.

    


    As
      a
      condition to the exercise of an Option, the Company may require the person
      exercising such Option to render to the Company a written statement containing
      such representations and warranties as, in the opinion of counsel for the
      Company, may be required to ensure compliance with any of the aforementioned
      relevant provisions of law, including a representation that the Shares are
      being
      purchased only for investment and without any present intention to sell or
      distribute such Shares, if, in the opinion of counsel for the Company, such
      representation is required.

    


    15. Reservation
      of Shares.
      The
      Company, during the term of this Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan.

    


    16. Option
      Agreement.
      Options
      shall be evidenced by written option agreements or option certificates in such
      form as the Board shall approve.

    


    17. Stockholder
      Approval.
      Continuance of the Plan shall be subject to approval by the stockholders of
      the
      Company within twelve (12) months before or after the date the Plan is adopted.
      If such Stockholder approval is obtained at a duly held Stockholders' Meeting,
      it may be obtained by the affirmative vote of the holders of a majority of
      the
      Share of the Company present or represented and entitled to vote thereon.
 

    


    
      
        
        

      

      
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    In
      the
      case of approval by written consent, it must be obtained by the written consent
      of all stockholders of the Company, or by written consent of a smaller
      percentage of stockholders but only if the Board determines, on the basis of
      advice of the Company's legal counsel, that the written consent of such a
      smaller percentage of stockholders will comply with all applicable laws and
      will
      not adversely affect the qualifications of the Plan under Section 422 of the
      Code.

    


    18. Information
      to Optionees.
      The
      Company shall provide to each Optionee, during the period for which such
      Optionee has one or more Options outstanding, copies of all annual reports
      and
      other information which are provided to all stockholders of the Company. The
      Company shall not be required to provide such information if the issuance of
      Options under the Plan is limited to key employees whose duties in connection
      with the Company assure their access to equivalent information.

    


    


    IN
      WITNESS THEREOF, the Company hereto has executed this 2006 Stock Option Plan
      as
      of the date first above written.

    


    


    


    International
      Food Products Group

    


    By: /s/
      Richard Damion

    Richard
      Damion, CEO

    


    
      
        
        

      

      
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