Ex 10.1


    


    


    INTERNATIONAL
      FOOD PRODUCTS GROUP, INC.

    Option
      Certificate for 150.000 Options

    


    Options
      to Purchase Common Stock of International Food Products Group,
      Inc.

    


    Void
      after 5:00 p.m. Pacific Standard Time,

    On
      January 2, 2008

    


    


    THIS
      CERTIFIES, that for value received,

    


    ________________________________

    


    


    Is
      the
      owner of the number of Options set forth above (subject to adjustment as
      referred to below), each of which represents the right, at any time after
      vesting and prior to the Expiration Date (as hereinafter defined), to purchase
      one fully paid and nonassessable share of the Common Stock, $0.001 par value
      (“Common Stock”), of International Food Products Group, Inc., a Nevada
      corporation (the Company), at the price of $0.50 per share (subject to
      adjustment as referred to below) (the “Option Price”), subject to the terms and
      conditions hereof, each such purchase to be made, and to be deemed effective
      for
      the purpose of determining the date of exercise hereof, only upon surrender
      of
      this Option Certificate to the Company at its office at Newport Beach,
      California, with the form of “Election
      to Exercise”
      attached hereto duly completed and executed, and upon simultaneous payment
      to
      the Company in cash or by certified or bank cashier’s check, of the exercise
      price, and upon compliance with and subject to the conditions set forth
      herein.

    


    The
      aforesaid Options granted hereby shall vest on January 2, 1998, and may
      thereafter be exercised at any time over a ten year term.

    


    The
      Options shall expire at 5:00 p.m., Pacific Standard Time, on January 2, 2008
      (the “Expiration Date”). After the Expiration Date, any previously unexercised
      Options shall be void, have no value, and be of no further force or
      effect.

    


    The
      number of shares of Common Stock which may be purchased upon the exercise of
      the
      Options represented hereby and the purchase price per share upon such exercise
      shall be subject to adjustment, in the event of stock splits, stock dividends,
      merger, reorganization or recapitalization.

    


    The
      Company shall not be required upon the exercise of the Options represented
      hereby to issue fractions of shares but in lieu thereof the Company shall pay
      in
      cash an appropriate amount (equal to the value of any fraction of a share based
      upon the last reported sales price of the Common Stock or in the absence of
      trading, based on the estimated fair market value of a share on such date as
      determined in good faith by he Company’s Board of Directors). If the Options
      represented hereby shall be exercised in part, the holder hereof shall be
      entitled to receive, upon surrender hereof, a new option Certificate for the
      number of Options not exercised.

    


    This
      Option Certificate does not entitle the registered holder hereof to any of
      the
      rights of a stockholder of the Company.

    


    IN
      WITNESS WHEREOF, the Company has caused this Option Certificate to be executed
      by its President, by manual or facsimile signature and a facsimile of its
      corporate seal to be affixed or imprinted hereon, attested by its Secretary,
      by
      manual or facsimile signature.

    


    International
      Food Products Group, Inc.

    


    By:

    


    Joseph
      R.
      Rodriguez, Jr.

    


    Title:
      President

    


    WITNESS:

    


    


    (Secretary)