EXHIBIT 10.1


                       POWERHOUSE TECHNOLOGIES GROUP, INC.
                        2004 OMNIBUS STOCK INCENTIVE PLAN

            This 2004 OMNIBUS STOCK INCENTIVE PLAN (the "Plan") is hereby
established by PowerHouse Technologies Group, Inc., a Delaware corporation (the
"Company"), adopted by the Company's Board of Directors (the "Board") as of the
23rd day of November, 2004, and approved by the Company's stockholders as of the
16th day of December, 2004.

            1. Purpose. The purpose of the Plan is to maintain the ability of
the Company and its subsidiaries to attract and retain highly qualified and
experienced employees, officers, directors, agents, consultants, advisors and
independent contractors and to give such persons a continued proprietary
interest in the success of the Company and its subsidiaries and align such
persons' interests and efforts with the interests of the Company's stockholders.
Pursuant to the Plan, such employees, officers, directors, agents, consultants,
advisors and independent contractors will be offered the opportunity to acquire
the Company's Common Stock, par value $0.0001 per share (the "Common Stock"),
through the grant of options, stock appreciation rights in tandem with such
options, the award of restricted stock under the Plan, bonuses payable in stock
or a combination thereof. Unless the context clearly indicates otherwise,
references herein to "option" or "options" shall include any tandem stock
appreciation right that may be granted in connection with such option or options
in accordance with Section 6(f) hereof. As used herein, the term "subsidiary"
shall mean any present or future corporation which is or would be a "subsidiary
corporation" of the Company as the term is defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended from time to time (the "Code").

            2. Administration of the Plan. The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"), as appointed from time to
time by the Board. With respect to participation by Insiders (as defined below)
in the Plan, at any time that any class of equity security of the Company is
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Plan shall be administered in compliance with
the requirements, if any, of Rule 16b-3 promulgated under the Exchange Act. If
the Company is a "publicly held corporation" within the meaning of Section
162(m) of the Code, the Board may establish a committee of "outside directors"
within the meaning of Section 162(m) to approve the grant of any award that
might reasonably be anticipated to result in the payment of employee
remuneration that would otherwise exceed the limit on employee remuneration
deductible for income tax purposes pursuant to Section 162(m). Under such
circumstances, references herein to "Committee" shall mean such duly constituted
committee. As used herein, the term "Insider" means an "officer" of the Company
within the meaning of Rule 16a-1(f) promulgated under the Exchange Act, a
director of the Company or any other person whose transactions in the Company's
securities are subject to Section 16 of the Exchange Act.

            A majority of the members of the Committee shall constitute a
quorum. The vote of a majority of a quorum shall constitute action by the
Committee. In administering the Plan, the Committee may adopt rules and
regulations for carrying out the Plan. The interpretation and decision with
regard to any question arising under the Plan made by the Committee shall be
final

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and conclusive on all persons participating or eligible to participate in
the Plan. The Committee may consult with counsel, who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel. The Committee shall determine the
employees, officers, directors, agents, consultants, advisors and independent
contractors to whom, and the time or times at which, grants or awards shall be
made and the number of shares to be included in the grants or awards. Within the
limitations of the Plan, the number of shares for which options will be granted
from time to time and the periods for which the options will be outstanding will
be determined by the Committee.

            Each option or stock or other awards granted pursuant to the Plan
shall be evidenced by an option agreement or award agreement (an "Agreement").
An Agreement shall not be a precondition to the granting of options or stock or
other awards; however, no person shall have any rights under any option or stock
or other awards granted under the Plan unless and until the person to whom such
option or stock or other award shall have been granted shall have executed and
delivered to the Company an Agreement. The Committee shall prescribe the form of
all Agreements. A fully executed original of the Agreement shall be provided to
both the Company and the recipient of the grant or award.

            3. Shares of Stock Subject to the Plan. The total number of shares
that may be optioned or awarded under the Plan is 1,125,000 shares of Common
Stock, except that said number of shares shall be adjusted as provided in
Section 13 hereof. Any shares subject to an option which for any reason expires
or is terminated unexercised and any restricted stock that is forfeited may
again be optioned or awarded under the Plan. Shares subject to the Plan may be
either authorized and unissued shares or issued shares acquired by the Company
or its subsidiaries.

            4. Eligibility. Awards under the Plan may be granted to employees,
officers, directors, agents, consultants, advisors and independent contractors
of the Company and its subsidiaries. For purposes of the foregoing sentence,
employees, officers, directors, agents, consultants, advisors and independent
contractors shall include prospective employees, officers, directors, agents,
consultants, advisors and independent contractors to whom awards are granted in
connection with written offers of an employment or other service relationship
with the Company or its subsidiaries; provided, however, that no such award
shall vest, become exercisable or be issued prior to the date on which such
person commences service. The maximum number of shares of Common Stock that
shall be available for the grant of options intended to be incentive stock
options, as defined in Section 422 of the Code, shall be 1,125,000 shares
(subject to adjustment as provided in Section 13 hereof). The employees,
officers, directors, agents, consultants, advisors and independent contractors
who shall receive awards or options under the Plan shall be selected from time
to time by the Committee, in its sole discretion, from among those eligible,
which may be based upon information furnished to the Committee by the Company's
management, and the Committee shall determine, in its sole discretion, the
number of shares to be covered by the award or awards and by the option or
options granted to each such person selected. Such key salaried employees and
directors who are selected to participate in the Plan shall be referred to
collectively herein as "Participants." In no event shall any Participant who is
a key employee be granted stock options with respect to more than 125,000 shares
of Common Stock in any calendar year (subject to adjustment as provided in
Section 13 hereof).


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            5. Duration of the Plan. No award or option may be granted under the
Plan more than ten years from the date the Plan receives stockholder approval,
but awards or options theretofore granted may extend beyond that date.

            6. Terms and Conditions of Stock Options. All options granted under
this Plan shall be either incentive stock options, as defined in Section 422 of
the Code, or options other than incentive stock options; provided, however, that
all options granted to persons who are not employees of the Company shall be
nonstatutory stock options not intended to qualify as incentive stock options
entitled to special tax treatment under Section 422 of the Code. Each such
option shall be subject to all the applicable provisions of the Plan, including
the following terms and conditions, and to such other terms and conditions not
inconsistent therewith as the Committee shall determine.

            (a) The option price per share shall be determined by the Committee.
However, subject to Section 6(k) hereof, the option price of incentive stock
options shall not be less than 100% of the Fair Market Value of a share of
Common Stock at the time the option is granted. For purposes of the Plan, the
"Fair Market Value" on any date, means (i) if the Common Stock is listed on a
national securities exchange or quotation system, the closing sales prices on
such exchange or quotation system on such date or, in the absence of reported
sales on such date, the closing sales price on the immediately preceding date on
which sales were reported, (ii) if the Common Stock is not listed on a national
securities exchange or quotation system, the mean between the bid and asked
prices as quoted by the NASDAQ for such date or (iii) if the Common Stock is
neither listed on a national securities exchange or quotation system nor quoted
by NASDAQ, the fair value as determined by such other method as the Committee
determines in good faith to be reasonable.

            (b) Each option shall be exercisable pursuant to the attainment of
such performance goals and/or during and over such period ending not later than
ten years from the date it was granted, as may be determined by the Committee
and stated in the Agreement. In no event may an option be exercised more than
ten years from the date the option was granted.

            (c) Unless otherwise provided in the Agreement, no option shall be
exercisable within six months from the date of the granting of the option. An
option shall not be exercisable with respect to a fractional share of Common
Stock or with respect to the lesser of 50 shares or the full number of shares
then subject to the option. No fractional shares of Common Stock shall be issued
upon the exercise of an option. If a fractional share of Common Stock shall
become subject to an option by reason of a stock dividend or otherwise, the
optionee shall not be entitled to exercise the option with respect to such
fractional share.

            (d) Each Agreement shall state whether the option(s) evidenced
thereby will or will not be treated as incentive stock option(s).

            (e) Each option may be exercised by giving written notice to the
Company specifying the number of shares to be purchased, which shall be
accompanied by payment in full including, if required by applicable law, taxes,
if any. Payment, except as provided in the Agreement, shall be made as follows:


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            (i) in United States dollars by certified check or bank draft; or

            (ii) by tendering to the Company shares of Common Stock already
      owned for at least six months by the person exercising the option, which
      may include shares received as the result of a prior exercise of an
      option, and having a Fair Market Value on the date on which the option is
      exercised equal to the cash exercise price applicable to such option; or

            (iii) by a combination of United States dollars and shares of Common
      Stock as aforesaid; or

            (iv) in accordance with a cashless exercise program established by
      the Committee in its sole discretion under which either (A) if so
      instructed by the optionee, shares may be issued directly to the
      optionee's broker or dealer upon receipt of the purchase price in cash
      from the broker or dealer, or (B) shares may be issued by the Company to
      an optionee's broker or dealer in consideration of such broker's or
      dealer's irrevocable commitment to pay to the Company that portion of the
      proceeds from the sale of such shares that is equal to the exercise price
      of the option(s) relating to such shares; or

            (v) in such other manner as permitted by the Committee at the time
      of grant or thereafter.

            No optionee shall have any rights to dividends or other rights of a
stockholder with respect to shares of Common Stock subject to such optionee's
option until such optionee has given written notice of exercise of such
optionee's option and paid in full for such shares.

            (f) Except as provided in the Agreement, an option may be exercised
only if at all times during the period beginning with the date of the granting
of the option and ending on the date of such exercise, the grantee was an
employee or director of either the Company or of a subsidiary of the Company or
of another corporation referred to in Section 421(a)(2) of the Code. The
Agreement shall provide whether, and if so, to what extent, an option may be
exercised after termination of continuous employment, but any such exercise
shall in no event be later than the termination date of the option. If the
grantee should die, or become permanently disabled as determined by the
Committee in accordance with the Agreement, at any time when the option, or any
portion thereof, shall be exercisable by such grantee, the option will be
exercisable within a period provided for in the Agreement, by the optionee or
person or persons to whom such optionee's rights under the option shall have
passed by will or by the laws of descent and distribution, but in no event at a
date later than the termination of the option. The Committee may require medical
evidence of permanent disability, including medical examinations by physicians
selected by the Committee in its sole discretion.

            (g) The option by its terms shall be personal and shall not be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution as provided in Section 6(g) hereof. During the lifetime of an
optionee, the option shall be exercisable only by the optionee. In the event any
option is exercised by the executors, administrators, heirs or distributees of
the estate of a deceased optionee as provided in Section 6(g) hereof, the
Company shall be under no obligation to issue Common Stock thereunder unless and
until the Company is


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satisfied that the person or persons exercising the option are the duly
appointed legal representative of the deceased optionee's estate or the proper
legatees or distributees thereof.

            (h) Notwithstanding any intent to grant incentive stock options, an
option granted will not be considered an incentive stock option to the extent
that it, together with any earlier incentive stock options, permits the exercise
for the first time in any calendar year of more than $100,000 in Fair Market
Value of Common Stock (determined at the time of grant).

            (i) The Committee may, but need not, require such consideration from
an optionee at the time of granting an option as it shall determine, either in
lieu of, or in addition to, the limitations on exercisability provided in
Section 6(e) hereof.

            (j) No incentive stock option shall be granted to an employee who
owns or would own immediately before the grant of such option, directly or
indirectly, stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company. This restriction does not apply if, at the
time such incentive stock option is granted, the option price is at least 110%
of the Fair Market Value of one share of Common Stock, as determined in
accordance with Section 6(a) hereof, on the date of grant and the incentive
stock option by its terms is not exercisable after the expiration of five years
from the date of grant.

            (k) An option and any Common Stock received upon the exercise of an
option shall be subject to such other transfer restrictions and/or legending
requirements that are specified in the Agreement.

            7. Terms and Conditions of Restricted Stock Awards. All awards of
restricted stock under the Plan shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the Committee
shall determine.

            (a) Awards of restricted stock may be in addition to or in lieu of
option grants.

            (b) During a period set by, and/or until the attainment of
particular performance goals based upon criteria established by, the Committee
at the time of each award of restricted stock (the "restriction period") as
specified in the Agreement, the recipient shall not be permitted to sell,
transfer, pledge or otherwise encumber the shares of restricted stock, except
that such shares may be used, if the Agreement so permits, to pay the option
price of any option granted under the Plan, provided that an equal number of
shares delivered to the recipient shall carry the same restrictions as the
shares so used.

            (c) If so provided in the Agreement, shares of restricted stock
shall become free of all restrictions if (i) the recipient dies, (ii) the
recipient's employment terminates by reason of permanent disability, as
determined by the Committee, (iii) the recipient retires under specific
circumstances set forth in the Agreement or (iv) there is a Change in Control
(as defined in Section 9 hereof) of the Company. The Committee may require
medical evidence of permanent disability, including medical examinations by
physicians selected by it. If the Committee determines that any such recipient
is not permanently disabled, the restricted stock held by such recipient shall
be forfeited and revert to the Company.


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            (d) Unless and to the extent otherwise provided in the Agreement in
accordance with Section 7(c) hereof, shares of restricted stock shall be
forfeited and revert to the Company upon the recipient's termination of
employment or directorship during the restriction period, except to the extent
the Committee, in its sole discretion, finds that such forfeiture might not be
in the best interest of the Company and, therefore, waives all or part of the
application of this provision to the restricted stock held by such recipient.

            (e) Stock certificates for restricted stock shall be registered in
the name of the recipient but shall be appropriately legended and returned to
the Company by the recipient, together with a stock power endorsed in blank by
the recipient. The recipient shall be entitled to vote shares of restricted
stock and shall be entitled to all dividends paid thereon, except that dividends
paid in Common Stock or other property shall also be subject to the same
restrictions.

            (f) Restricted stock shall become free of the foregoing restrictions
upon expiration of the applicable restriction period, and the Company shall then
deliver Common Stock certificates evidencing such stock to the recipient.

            (g) Restricted stock and any Common Stock received upon the
expiration of the restriction period shall be subject to such other transfer
restrictions and/or legending requirements that are specified in the Agreement.

            8. Bonuses Payable in Stock. In lieu of cash bonuses otherwise
payable under the Company's or applicable subsidiary's compensation practices to
employees and directors eligible to participate in the Plan, the Committee, in
its sole discretion, may determine that such bonuses shall be payable in Common
Stock or partly in Common Stock and partly in cash. Such bonuses shall be in
consideration of services previously performed and as an incentive toward future
services and shall consist of shares of Common Stock subject to such terms as
the Committee may determine in its sole discretion. The number of shares of
Common Stock payable in lieu of a bonus otherwise payable shall be determined by
dividing such amount by the Fair Market Value of one share of Common Stock on
the date the bonus is payable.

            9. Change in Control.

            (a) In the event of a Change in Control of the Company, the
Committee may, in its sole discretion, provide that any of the following
applicable actions be taken as a result, or in anticipation, of any such event
to assure fair and equitable treatment of Participants:

            (i) accelerate restriction periods for purposes of vesting in, or
      realizing gain from, any outstanding option or shares of restricted stock
      awarded pursuant to the Plan;

            (ii) offer to purchase any outstanding option or shares of
      restricted stock made pursuant to the Plan from the holder for its
      equivalent cash value, as determined by the Committee, as of the date of
      the Change in Control; or

            (iii) make adjustments or modifications to outstanding options or
      with respect to restricted stock as the Committee deems appropriate to
      maintain and protect the rights and interests of the Participants
      following such Change in Control.


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            Any such action approved by the Committee shall be conclusive and
binding on the Company, its subsidiaries and all Participants; provided,
however, that notwithstanding the foregoing, under no circumstances shall the
Committee take or approve any action that would result in an "Excess Parachute
Payment," as defined in Section 280G(b) of the Code.

            For purposes hereof, "Change in Control" means a change in control
of the Company of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act, whether or
not the Company is subject to the Exchange Act at such time; provided, however,
that without limiting the generality of the foregoing, such a Change in Control
shall in any event be deemed to occur if and when:

            (i) any person (as such term is used in Sections 13(d) and 14(d)(2)
      of the Exchange Act), the Company, its subsidiaries and affiliates (as
      defined in Rule 12b-2 under the Exchange Act), becomes the beneficial
      owner (as defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, of securities of the Company representing 50% or more of the
      combined voting power of the Company's then outstanding securities;

            (ii) stockholders approve a merger or consolidation as a result of
      which securities representing less than 50% of the combined voting power
      of the outstanding voting securities of the surviving or resulting
      corporation will be beneficially owned, directly or indirectly, in the
      aggregate by the former stockholders of the Company;

            (iii) stockholders approve either (A) an agreement for the sale or
      disposition of all or substantially all of the Company's assets to an
      entity which is not a subsidiary of the Company, or (B) a plan of complete
      liquidation;

            (iv) the persons who were members of the Board immediately before
      the completion of a tender offer by any person other than the Company or a
      subsidiary or affiliate of the Company, or before a merger, consolidation,
      or contested election, or before any combination of such transactions,
      cease to constitute a majority of the Board as a result of such
      transaction or transactions; provided, however, that any individual
      becoming a director subsequent to the date thereof whose election, or
      nomination for election by the Company's stockholders, was approved by a
      vote of at least a majority of the directors then comprising the Board
      shall be considered as though such individual were a member of the Board
      immediately prior to such date; or

            (b) In no event, however, may (i) any option be exercised prior to
the expiration of six months from the date of grant (unless otherwise provided
for in the Agreement), or (ii) any option be exercised after ten years from the
date it was granted.

            10. Transfer, Leave of Absence. For the purpose of the Plan: (a) a
transfer of an employee from the Company to a subsidiary or affiliate of the
Company, whether or not incorporated, or vice versa, or from one subsidiary or
affiliate of the Company to another, and (b) a leave of absence, duly authorized
in writing by the Company or a subsidiary or affiliate of the Company, shall not
be deemed a termination of employment.

            11. Rights of Participants.


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            (a) No person shall have any rights or claims under the Plan except
in accordance with the provisions of the Plan and the applicable Agreement.

            (b) Nothing contained in the Plan or the applicable Agreement shall
be deemed to give any Participant the right to be retained in the service of the
Company or its subsidiaries.

            12. Tax Withholding Obligations.

            (a) If required by applicable law, the payment of taxes, upon the
exercise of an option pursuant to Section 6(e) hereof or a stock appreciation
right pursuant to Section 6(f) hereof, shall be in cash at the time of exercise
or on the applicable tax date under Section 83 of the Code, if later; provided,
however, that tax withholding obligations may be met by the withholding of
Common Stock otherwise deliverable to the optionee pursuant to procedures
approved by the Committee; and provided, further, that the amount of Common
Stock so withheld shall not exceed the minimum required withholding obligation.

            (b) If required by applicable law, recipients of restricted stock,
pursuant to Section 7 hereof, shall be required to pay taxes to the Company upon
the expiration of restriction periods or such earlier dates as elected pursuant
to Section 83 of the Code; provided, however, that tax withholding obligations
may be met by the withholding of Common Stock otherwise deliverable to the
recipient pursuant to procedures approved by the Committee. If tax withholding
is required by applicable law, in no event shall Common Stock be delivered to
any awardee until such awardee has paid to the Company in cash the amount of
such tax required to be withheld by the Company or has elected to have such
awardee's withholding obligations met by the withholding of Common Stock in
accordance with the procedures approved by the Committee or otherwise entered
into an agreement satisfactory to the Company providing for payment of
withholding tax.

            (c) The Company shall first withhold from any cash bonus described
in Section 8 hereof an amount of cash sufficient to meet its tax withholding
obligations before the amount of Common Stock paid in accordance with Section 8
hereof is determined.

            13. Changes in Capital; Reorganization.

            (a) Upon changes in the outstanding Common Stock by reason of a
stock dividend, stock split, reverse stock split, subdivision, recapitalization,
an extraordinary dividend payable in cash or property, combination or exchange
of shares, separation, reorganization, merger, consolidation or liquidation, and
the like, the aggregate number and class of shares of Common Stock available
under the Plan as to which stock options and restricted stock may be awarded,
the number and class of shares under (i) each option and the option price per
share and (ii) each award of restricted stock shall, in each case, be
correspondingly adjusted by the Committee, such adjustments to be made in the
case of outstanding options without change in the total price applicable to such
options.

            (b) Any adjustments or other action pursuant to this Section 13
shall be made by the Board and the Board's determination as to what adjustments
shall be made or actions taken, and the extent thereof, shall be final and
binding.


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            14. Miscellaneous Provisions.

            (a) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares or the payment of cash upon exercise of
any option or stock appreciation right under the Plan. Proceeds from the sale of
shares of Common Stock pursuant to options granted under this Plan shall
constitute general funds of the Company. The expenses of the Plan shall be borne
by the Company.

            (b) It is understood that the Committee may, at any time and from
time to time after the granting of an option or the award of restricted stock or
bonuses payable in Common Stock hereunder, specify such additional terms,
conditions and restrictions with respect to such option or stock as may be
deemed necessary or appropriate to ensure compliance with any and all applicable
laws, including, without limitation, terms, restrictions and conditions for
compliance with federal and state securities laws and methods of withholding or
providing for the payment of required taxes.

            (c) If at any time the Committee shall determine, in its discretion,
that the listing, registration or qualification of shares of Common Stock upon
any national securities exchange or quotation system or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale or
purchase of shares of Common Stock hereunder, no option may be exercised or
restricted stock or stock bonus may be transferred in whole or in part unless
and until such listing, registration, qualification, consent or approval shall
have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Committee.

            (d) By accepting any benefit under the Plan, each Participant and
each person claiming under or through such Participant shall be conclusively
deemed to have indicated such Participant's or person's acceptance and
ratification, and consent to, any action taken under the Plan by the Committee,
the Company or the Board.

            (e) THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAWS THEREOF.

            15. Limitations of Liability.

            (a) Any liability of the Company or any of its subsidiaries to any
participant with respect to any option or award shall be based solely upon
contractual obligations created by the Plan and the Agreement.

            (b) None of the Company or any of its subsidiaries, or any member of
the Committee or the Board, or any other person participating in any
determination of any question under the Plan, or in the interpretation,
administration or application of the Plan, shall have any liability to any party
for any action taken or not taken in connection with the Plan, except as may
expressly be provided by statute.


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            16. Amendments and Termination. The Board may, at any time, amend,
alter or discontinue the Plan; provided, however, that no amendment, alteration
or discontinuation shall be made which, without the approval of the
stockholders, would:

            (a) except as is provided in Section 13 hereof, increase the maximum
number of shares of Common Stock reserved for the purpose of the Plan;

            (b) except as is provided in Section 13 hereof, decrease the option
price of an option to less than 100% of the Fair Market Value of a share of
Common Stock on the date of the granting of the option;

            (c) change the class of persons eligible to receive an award of
restricted stock, options or bonuses payable in Common Stock under the Plan; or

            (d) extend the duration of the Plan.

            The Committee may amend the terms of any award of restricted stock
or option theretofore granted, retroactively or prospectively, but no such
amendment shall impair the rights of any holder without such holder's written
consent.

            17. Duration. The Plan shall become effective as of the date on
which it is approved by a majority of the Company's stockholders, which approval
must occur within the period ending 12 months after the date the Plan is adopted
by the Board. The Plan shall terminate upon the earliest of the following dates
or events to occur:

            (a) the adoption of a resolution of the Board terminating the Plan;

            (b) the date on which all shares of Common Stock subject to the Plan
are purchased in accordance with the provisions of the Plan; or

            (c) ten years from the date hereof.


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