Exhibit 10.4

BRESLER & REINER, INC.

2006
STOCK APPRECIATION RIGHTS INCENTIVE PLAN

ARTICLE I        PURPOSE

The purposes of this Bresler & Reiner, Inc. 2006 Stock Appreciation Rights Incentive Plan (the "Plan") are (a) to enhance the Company's
ability to attract and retain the services of qualified employees, officers and directors (including non-employee officers and directors), and consultants and other service providers upon
whose judgment, initiative and efforts the successful conduct and development of the Company's business largely depends, and (b) to provide additional incentives to such persons to devote their
utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success
and increased value of the Company.

ARTICLE II        DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1   "Affiliated
Company" means any "parent corporation" or "subsidiary corporation" of the Company, whether now existing or hereafter created or acquired, as those terms are
defined in Sections 424(e) and 424(f) of the Code, respectively.

2.2   "Award"
shall mean any award under this Plan of any Stock Appreciation Right. All Awards shall be confirmed by, and subject to the terms of, a written agreement executed
by the Company and the Participant (an "Award Agreement").

2.3   "Base
Value" shall mean the Fair Market Value of a share of Common Stock as of the date of grant of a Stock Appreciation Right, as set forth in the Award Agreement.

2.4   "Board"
shall mean the Board of Directors of the Company.

2.5   "Cause"
shall mean, with respect to a Participant's Termination of Employment or engagement, unless otherwise determined by the Committee at grant, or, if no rights of
the Participant are reduced, thereafter: (i) in the case where there is no employment agreement or service agreement in effect between the Company and the Participant at the time of the grant
of the Award (or where there is such an agreement but it does not define "cause" (or words of like import)), termination due to a Participant's dishonesty, fraud, insubordination, willful misconduct,
or refusal to perform services (for any reason other than illness or incapacity; or (ii) in the case where there is an employment agreement or service agreement in effect between the Company
and the Participant at the time of the grant of the Award that defines "cause" (or words of like import), as defined under such agreement.

2.6   "Code"
shall mean the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any
Treasury regulation thereunder.

2.7   "Committee"
shall mean the Compensation Committee of the Board, which shall consist solely of two or more Independent Directors appointed by and holding office at the
pleasure of the Board, each of whom is both a "non-employee director" as defined by Rule 16b-3. Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by the Board.

2.8   "Common
Stock" shall mean the Company's common stock, par value $0.001 per share.

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2.9   "Company"
shall mean Bresler & Reiner, Inc., a Delaware corporation.

2.10 "Disability"
shall mean total and permanent disability, as defined in Section 22(e)(3) of the Code.

2.11 "Distributable
Amount" shall mean, as of the date of exercise of a Stock Appreciation Right, an amount in cash per share equal to the excess of the Fair Market Value as
of the date of exercise over the Base Value.

2.12 "Eligible
Employees" shall mean the employees of the Company and Affiliated Companies who are eligible pursuant to Article V to be granted Awards under this
Plan.

2.13 "Fair
Market Value" for purposes of this Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, shall mean, as of
any given date, the value of one share of Common Stock, determined as follows:



2.14 "Participant"
shall mean an Eligible Employee or Service Provider to whom an Award has been made pursuant to this Plan.

2.15 "Retirement"
with respect to a Participant's Termination of Employment shall mean a Termination of Employment without Cause from the Company by a Participant who has
attained (i) at least age sixty-five (65); or (ii) such earlier date after age fifty-five (55) as may be approved by the Committee with regard to such
Participant.

2.16 "Section 162(m)
of the Code" shall mean Section 162(m) of the Code and any Treasury regulations thereunder.

2.17 "Section 162(m)
Participant" shall mean the Participant whose compensation for a fiscal year may be subject to the limit on deductible compensation imposed by
Section 162(m) of the Code, as determined by the Committee in its sole discretion.

2.18 "Stock
Appreciation Right" shall mean the right pursuant to an Award granted under Article VI, to receive an amount in cash equal to the Distributable Amount.

2.19 "Service
Provider" means a consultant or other person who provides services to the Company or an Affiliated Company who the Committee authorizes to become a Participant
in the Plan.

2.20 "Subsidiary"
shall mean any corporation that is defined as a subsidiary corporation in Section 424(f) of the Code.

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2.21 "Termination
of Employment," except as provided in the next sentence, shall mean a termination of employment or service (for reasons other than a military or personal
leave of absence granted by the Company) of a Participant as an employee of or Service Provider to the Company or an Affiliated Company; or (ii) when an entity which is employing or retaining a
Participant ceases to be an Affiliated Company, unless the Participant thereupon becomes employed by the Company or another Affiliated Company. The Committee may otherwise define Termination of
Employment in the Award or, if no rights of the Participant are reduced, may otherwise define Termination of Employment thereafter, including, but not limited to, defining Termination of Employment
with regard to entities controlling, under common control with or controlled by the Company rather than just the Company and its Affiliated Companies.

2.22 "Transfer"
or "Transferred" shall mean anticipate, alienate, attach, sell, assign, pledge, encumber, charge or otherwise transfer.

ARTICLE III        ADMINISTRATION

3.1   ADMINISTRATION.
The Plan shall be administered and interpreted by the Committee. In its absolute discretion, the Board may at any time and from time to time exercise any
and all rights and duties of the Committee under this Plan except with respect to matters which under Rule 16b-3, or any regulations or rules issued thereunder, are required to be
determined in the sole discretion of the Committee.

3.2   AWARDS.
The Committee shall have full authority to grant Stock Appreciation Rights pursuant to the terms of this Plan:



3.3   AWARD
AGREEMENT. Each Stock Appreciation Right shall be evidenced by a written Award Agreement, which shall be executed by the Participant and an authorized officer of
the Company and which shall contain such terms and conditions as the Committee shall determine, consistent with this Plan.

3.4   GUIDELINES.
Subject to Article VIII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices
governing this Plan and perform all acts, including the delegation of its administrative responsibilities, as it shall, from time to

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time,
deem advisable; to construe and interpret the terms and provisions of this Plan and any Award issued under this Plan (and any agreements relating thereto); and to otherwise supervise the
administration of this Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any agreement relating thereto in the manner and to the extent
it shall deem necessary to carry this Plan into effect. The Committee may adopt special guidelines and provisions for persons who are residing in, or subject to the taxes of, countries other than the
United States to comply with applicable tax and securities laws.

3.5   DECISIONS
FINAL. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company or the Committee (or any of its members)
arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all
employees and Participants and their respective heirs, executors, administrators, successors and assigns. The Committee shall not be bound to any standards of uniformity or similarity of action,
interpretation or conduct in the discharge of its duties hereunder, regardless of the apparent similarity of the matters coming before it.

3.6   RELIANCE
ON COUNSEL. The Company or the Committee may consult with legal counsel, who may be counsel for the Company or other counsel, with respect to its obligations or
duties hereunder, or with respect to any action or proceeding or any question of law, and shall not be liable with respect to any action taken or omitted by it in good faith pursuant to the advice of
such counsel.

3.7   PROCEDURES.
The Board may designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the
Company, at such times and places as it shall deem advisable. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and signed by all Board members in accordance with the By-Laws of the Company shall be fully effective as if it had been made by a
vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.8   DESIGNATION
OF CONSULTANTSLIABILITY.



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ARTICLE IV        SHARE AND OTHER LIMITATIONS

4.1   SHARES.



4.2   CHANGES.



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ARTICLE V        ELIGIBILITY

The employees of the Company and of each Affiliated Company, regardless of title, as determined by the Board, and Service Providers, shall be eligible to be
granted Stock Appreciation Rights under this Plan.

ARTICLE VI        STOCK APPRECIATION RIGHTS

6.1   TERMS
AND CONDITIONS OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of this
Plan, as shall be determined from time to time by the Committee, including Article X and the following:



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6.2   LIMITED
STOCK APPRECIATION RIGHTS. The Committee may, in its sole discretion, grant Stock Appreciation Rights either as a general Stock Appreciation Right or as a
Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of such event as the Board may, in its sole discretion, designate at the time of grant or
thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant shall receive in cash an amount equal to the amount set forth in
Section 6.1(d).

6.3   TERMINATION
OF EMPLOYMENT. The following rules apply with regard to Stock Appreciation Rights upon the Termination of Employment of a Participant:



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ARTICLE VII        NON-TRANSFERABILITY

Except as provided in the last sentence of this Article VII, no Stock Appreciation Right granted to an Employee shall be Transferable by the Participant
otherwise than by will or by the laws of descent and distribution. All Stock Appreciation Rights granted to a Participant shall be exercisable, during the Participant's lifetime, only by the
Participant. No Award shall, except as otherwise specifically provided by law or herein, be Transferable in any manner, and any attempt to Transfer any such Award shall be void, and no such Award
shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such Award, nor shall it be subject to attachment or
legal process for or against such person.

ARTICLE VIII        TERMINATION OR AMENDMENT OF THE PLAN

8.1   TERMINATION
OR AMENDMENT.



ARTICLE IX        UNFUNDED PLAN

This Plan is intended to constitute an "unfunded" plan for incentive compensation. With respect to any payments as to which a Participant has a fixed and vested
interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the
Company.

ARTICLE X        GENERAL PROVISIONS

10.1 OTHER
PLANS. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

10.2 NO
RIGHT TO EMPLOYMENT. Neither this Plan nor the grant of any Award hereunder shall give any Participant or other employee or Service Provider any right with respect
to continuance of employment or engagement by any Affiliated Company, nor shall there be a limitation in any way on the right of any Affiliated Company by which an employee is employed or a Service
Provider is engaged to terminate his or her employment or engagement at any time.

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10.3 WITHHOLDING
OF TAXES. The Company shall have the right to deduct from any payment to be made to a Participant, or to otherwise require payment by the Participant of,
any Federal, state or local taxes required by law to be withheld. Upon making an election under Code Section 83(b), a Participant shall pay all required withholding to the Company.

10.4 GOVERNING
LAW. This Plan shall be governed and construed in accordance with the laws of the state of incorporation of the Company (regardless of the law that might
otherwise govern under applicable principles of conflict of laws).

10.5 CONSTRUCTION.
Wherever any words are used in this Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases
where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.
To the extent applicable, the Plan shall be limited, construed and interpreted in a manner so as to comply with the applicable requirements of Section 162(m) of the Code.

10.6 OTHER
BENEFITS. No Award payment under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or any
Affiliated Company nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

10.7 COSTS.
The Company shall bear all expenses incurred in administering this Plan.

10.8 NO
RIGHT TO SAME BENEFITS. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the
same in subsequent years.

10.9 DEATH.
The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant's death and to supply it with a
copy of the will (in the case of the Participant's death) or such other evidence as the Committee deems necessary to establish the validity and permissibility of the transfer of an Award. The
Committee may also require the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

10.10 SEVERABILITY
OF PROVISIONS. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

10.11 HEADINGS
AND CAPTIONS. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.

ARTICLE XI        TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date the Plan is adopted or the date of stockholder
approval, but Awards granted prior to such tenth anniversary may extend beyond that date.

ARTICLE XII        NAME OF PLAN

This Plan shall be known as the Bresler & Reiner, Inc. 2006 Stock Appreciation Rights Incentive Plan.

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ARTICLE XIII        NOTICES

Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by certified mail, delivered by a national overnight
delivery company or by hand, if to the Company, to its principal place of business and addressed to the attention of the Chief Executive Officer or the Chief Operating Officer, and if to the holder of
a Stock Appreciation Right, to the address as appearing on the records of the Company.

Executed
as of January 25, 2006.

| |  | BRESLER & REINER, INC.                                             
| |  | -------------------------------------------------------------------
| |  | /s/ Sidney M. BreslerBy: Sidney M. Bresler, Chief Executive Officer

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