Exhibit
10.1


**ELECTRIC
AQUAGENICS UNLIMITED, INC.**


A
Delaware Corporation




2005
OMNIBUS STOCK OPTION PLAN




(Incentive
and Non-qualified Stock Options)









1.  PURPOSES.




(a)  The
purpose of the Plan is to provide a means by which selected Employees of and
Consultants to the Company, and its Affiliates, may be given an opportunity to
purchase stock of the Company.




(b)  The
Company, by means of the Plan, seeks to retain the services of persons who are
now Employees of or Consultants to the Company or its Affiliates, to secure and
retain the services of new Employees and Consultants, and to provide incentives
for such persons to exert maximum efforts for the success of the Company and its
Affiliates.




(c)  The
Company intends that the Options issued under the Plan shall, in the discretion
of the Board or any Committee to which responsibility for administration of the
Plan has been delegated pursuant to subsection 3(c), be either Incentive Stock
Options or Non-qualified Stock Options. All Options shall be separately
designated as Incentive Stock Options or Non-qualified Stock Options at the time
of grant, and in such form as issued pursuant to Section 6, and a separate
certificate or certificates will be issued for shares purchased on exercise of
each type of Option.




2.  DEFINITIONS.




(a)  “Affiliate”
means any parent corporation or subsidiary corporation, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f) respectively, of
the Code.




(b)  “Board”
means the Board of Directors of the Company.




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




(d)  “Committee”
means a Committee appointed by the Board in accordance with subsection 3(c) of
the Plan.




(e)  “Company”
means Electric Aquagenics Unlimited, Inc., a Delaware corporation.




(f)  “Consultant”
means any person, including an advisor, engaged by the Company or an Affiliate
to render consulting services and who is compensated for such services, provided
that the term “Consultant” shall not include Directors who are paid only a
director's fee by the Company or who are not compensated by the Company for
their services as Directors.




(g)  “Continuous
Status as an Employee or Consultant” means the employment or relationship as a
Consultant is not interrupted or terminated. The Board, in its sole discretion,
may determine whether Continuous Status as an Employee or Consultant shall be
considered interrupted in the case of: (i) any leave of absence approved by the
Board, including sick leave, military leave, or any other personal leave; or
(ii) transfers between locations of the Company or between the Company,
Affiliates or their successors.




(h)  “Covered
Employee” means the chief executive officer and the four (4) other highest
compensated officers of the Company, as determined for purposes of Section
162(m) of the Code.




(i)  “Director”
means a member of the Board.










(j)  “Employee”
means any person, including Officers and Directors, employed by the Company or
any Affiliate of the Company. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute “employment” by
the Company.


(k)  “Fair
Market Value” means, as of any date, the value of the common stock of the
Company determined as follows:




(1)  If the
common stock is listed on any established stock exchange or a national market
system, the Fair Market Value of a share of common stock shall be the average
closing sales price for a share of common stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in common stock) on each of the last five (5) trading
days prior to the day of determination, as reported in the Wall Street Journal
or such other source as the Board deems reliable;




(2)  If the
common stock is not quoted on an established stock exchange, or if the common
stock is regularly quoted by a recognized securities dealer but selling prices
are not reported, the Fair Market Value of a share of common stock shall be the
average of the mean between the bid and asked prices for the common stock on
each of the last five (5) trading days prior to the day of determination, as
reported in the Wall Street Journal or such other source as the Board deems
reliable;




(3)  In the
absence of an established market for the common stock, the Fair Market Value
shall be determined in good faith by the Board.




(l)  “Incentive
Stock Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations promulgated
thereunder.




(m)  “Non-Employee
Director” means a Director who is not a current Employee or Officer of the
Company or its parent or subsidiary and who does not receive compensation
(directly or indirectly) from the Company or its parent or subsidiary for
services rendered as a Consultant or in any capacity other than as a
Director.




(n)  “Non-qualified
Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.




(o)  “Officer”
means a person who is an officer of the Company within the meaning of Section 16
of the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder.




(p)  “Option”
means a stock option granted pursuant to the Plan.




(q)  “Option
Agreement” means a written agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. Each Option
Agreement shall be subject to the terms and conditions of the Plan.




(r)  “Optionee”
means an Employee or Consultant who holds an outstanding Option.




(s)  “Outside
Director” means a Director who either (i) is not a current employee of the
Company or an “affiliated corporation” (within the meaning of the Treasury
regulations promulgated under Section 162(m) of the Code), is not a former
employee of the Company or an “affiliated corporation” receiving compensation
for prior services (other than benefits under a tax qualified pension plan), was
not an officer of the Company or an “affiliated corporation” at any time, and is
not currently receiving direct or indirect remuneration from the Company or an
“affiliated corporation” for services in any capacity other than as a Director,
or (ii) is otherwise considered an “outside director” for purposes of Section
162(m) of the Code.




(t)  “Plan”
means this 2004 Omnibus Stock Option Plan of Electric Aquagencis Unlimited,
Inc.










3.  ADMINISTRATION.




(a)  The Plan
shall be administered by the Board unless and until the Board delegates
administration to a Committee, as provided in subsection 3(c).




(b)  The Board
shall have the power, subject to, and within the limitations of, the express
provisions of the Plan:




(1)  To
determine from time to time which of the persons eligible under the Plan shall
be granted Options; when and how each Option shall be granted; whether an Option
will be an Incentive Stock Option or a Non-qualified Stock Option; the
provisions of each Option granted (which need not be identical), including the
time or times such Option may be exercised in whole or in part; and the number
of shares for which an Option shall be granted to each such person.




(2)  To
construe and interpret the Plan and Options granted under it, and to establish,
amend and revoke rules and regulations for its administration. The Board, in the
exercise of this power, may correct any defect, omission or inconsistency in the
Plan or in any Option Agreement, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.




(3)  To amend
the Plan or an Option as provided in Section 11.




(4)  Generally,
to exercise such powers and to perform such acts as the Board deems necessary or
expedient to promote the best interests of the Company.




(c)  The Board
may delegate administration of the Plan to a committee composed of not fewer
than two (2) members (the “Committee”), all of the members of which Committee
may be Non-Employee Directors and may also be, in the discretion of the Board,
Outside Directors. If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board (and references in this Plan to the Board
shall thereafter be to the Committee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and re-vest
in the Board the administration of the Plan.




4.  SHARES
SUBJECT TO THE PLAN.




(a)  Subject
to the provisions of Section 10 relating to adjustments upon changes in stock,
the stock that may be sold pursuant to Options shall not exceed in the aggregate
_____________________ (_______) shares of the Company's common stock. If any
Option shall for any reason expire or otherwise terminate, in whole or in part,
without having been exercised in full, the stock not purchased under such Option
shall revert to and again become available for issuance under the
Plan.




(b)  The stock
subject to the Plan may be unissued shares or reacquired shares, bought on the
market or otherwise.




5.  ELIGIBILITY.




(a)  Incentive
Stock Options may be granted only to Employees. Non-qualified Stock Options may
be granted to Employees or Consultants.




(b)  No person
shall be eligible for the grant of an Incentive Stock Option if, at the time of
grant, such person owns (or is deemed to own pursuant to Section 424(d) of the
Code) stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any of its Affiliates unless
the exercise price of such Option is at least one hundred ten percent (110%) of
the Fair Market Value of such stock at the date of grant and the Incentive Stock
Option is not exercisable after the expiration of five (5) years from the date
of grant.










(c)  Subject
to the provisions of Section 10 relating to adjustments upon changes in stock,
no person shall be eligible to be granted Options covering more than
_______________ (____) shares of the Company's common stock in any twelve
(12)-month period.




6.  OPTION
PROVISIONS.




Each
Option shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. The provisions of separate Options need not be
identical, but each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:




(a)  Term . No
Option shall be exercisable after the expiration of ten (10) years from the date
it was granted.




(b)  Price . The
exercise price of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the stock subject to the Option on
the date the Option is granted. The exercise price of each Non-qualified Stock
Option shall be not less than eighty-five percent (85%) of the Fair Market Value
of the stock subject to the Option on the date the Option is
granted.




(c)  Consideration . The
purchase price of stock acquired pursuant to an Option shall be paid, to the
extent permitted by applicable statutes and regulations, either (i) in cash at
the time the Option is exercised, or (ii) at the discretion of the Board or the
Committee, at the time of the grant of the Option, (A) by delivery to the
Company of other common stock of the Company, (B) according to a deferred
payment or other arrangement (which may include, without limiting the generality
of the foregoing, the use of other common stock of the Company) with the person
to whom the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board. In the case of any deferred payment arrangement,
interest shall be payable at least annually and shall be charged at the minimum
rate of interest necessary to avoid the treatment as interest, under any
applicable provisions of the Code, of any amounts other than amounts stated to
be interest under the deferred payment arrangement. Notwithstanding anything to
the foregoing, the “par value” of the common stock may not be paid by deferred
payment.




(d)  Transferability . An
Incentive Stock Option shall not be transferable except by will or by the laws
of descent and distribution, and shall be exercisable during the lifetime of the
person to whom the Incentive Stock Option is granted only by such person. A
Non-qualified Stock Option may be transferred to the extent provided in the
Option Agreement; provided that if the Option Agreement does not expressly
permit the transfer of a Non-qualified Stock Option, the Non-qualified Stock
Option shall not be transferable except by will, by the laws of descent and
distribution or pursuant to a domestic relations order satisfying the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, and shall
be exercisable during the lifetime of the person to whom the Option is granted
only by such person or any transferee pursuant to a domestic relations order.
Notwithstanding the foregoing, the person to whom the Option is granted may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of the death of the Optionee, shall
thereafter be entitled to exercise the Option.




(e)  Vesting . The
total number of shares of stock subject to an Option may, but need not, be
allotted in periodic installments (which may, but need not, be equal). The
Option Agreement may provide that from time to time during each of such
installment periods, the Option may become exercisable (“vest”) with respect to
some or all of the shares allotted to that period, and may be exercised with
respect to some or all of the shares allotted to such period and/or any prior
period as to which the Option became vested but was not fully exercised. The
Option may be subject to such other terms and conditions on the time or times
when it may be exercised (which may be based on performance or other criteria)
as the Board may deem appropriate. The provisions of this subsection 6(e) are
subject to any Option provisions governing the minimum number of shares as to
which an Option may be exercised.










(f)  Securities
Law Compliance . The
Company may require any Optionee, or any person to whom an Option is transferred
under subsection 6(d), as a condition of exercising any such Option, (1) to give
written assurances satisfactory to the Company as to the Optionee's knowledge
and experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; and (2) to give written assurances satisfactory
to the Company stating that such person is acquiring the stock subject to the
Option for such person's own account and not with any present intention of
selling or otherwise distributing the stock. The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (i) the
issuance of the shares upon the exercise of the Option has been registered under
a then currently effective registration statement under the Securities Act of
1933, as amended (the “Securities Act”), or (ii) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the
stock.




(g)  Termination
of Employment or Relationship as a Consultant . In the
event an Optionee's Continuous Status as an Employee or Consultant terminates
(other than upon the Optionee's death or disability), the Optionee may exercise
his or her Option (to the extent that the Optionee was entitled to exercise it
at the date of termination) but only within such period of time ending on the
earlier of (i) the date ninety (90) days after the termination of the Optionee's
Continuous Status as an Employee or Consultant (or such longer or shorter period
specified in the Option Agreement) or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the Optionee
does not exercise his or her Option within the time specified in the Option
Agreement, the Option shall terminate, and the shares covered by such Option
shall revert to and again become available for issuance under the
Plan.




(h)  Disability
of Optionee . In the
event an Optionee's Continuous Status as an Employee or Consultant terminates as
a result of the Optionee's disability, the Optionee may exercise his or her
Option (to the extent that the Optionee was entitled to exercise it at the date
of termination), but only within such period of time ending on the earlier of
(i) the date one (1) year following such termination (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, at the date of termination,
the Optionee is not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the shares covered by such Option shall revert
to and again become available for issuance under the Plan.




(i) Death
of Optionee . In the
event of the death of an Optionee during, or within a period specified in the
Option Agreement after the termination of, the Optionee's Continuous Status as
an Employee or Consultant, the Option may be exercised (to the extent the
Optionee was entitled to exercise the Option at the date of death) by the
Optionee's estate, by a person who acquired the right to exercise the Option by
bequest or inheritance or by a person designated to exercise the option upon the
Optionee's death pursuant to subsection 6(d), but only within the period ending
on the earlier of (i) the date eighteen (18) months following the date of death
(or such longer or shorter period specified in the Option Agreement), or (ii)
the expiration of the term of such Option as set forth in the Option Agreement.
If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of the Option
shall revert to and again become available for issuance under the Plan. If,
after death, the Option is not exercised within the time specified herein, the
Option shall terminate, and the shares covered by such Option shall revert to
and again become available for issuance under the Plan.










(j)  Early
Exercise . The
Option may, but need not, include a provision whereby the Optionee may elect at
any time while an Employee or Consultant to exercise the Option as to any part
or all of the shares subject to the Option prior to the full vesting of the
Option. Any unvested shares so purchased may be subject to a repurchase right in
favor of the Company or to any other restriction the Board determines to be
appropriate.




(k)  Withholding . To the
extent provided by the terms of an Option Agreement, the Optionee may satisfy
any federal, state or local tax withholding obligation relating to the exercise
of such Option by any of the following means or by a combination of such means:
(1) tendering a cash payment; (2) authorizing the Company to withhold shares
from the shares of the common stock otherwise issuable to the Optionee as a
result of the exercise of the Option; or (3) delivering to the Company owned and
unencumbered shares of the common stock of the Company.




7.  COVENANTS
OF THE COMPANY.




(a)  During
the terms of the Options, the Company shall keep available at all times the
number of shares of stock required to satisfy such Options.




(b)  The
Company shall seek to obtain from each regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to issue and sell
shares of stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
either the Plan, any Option or any stock issued or issuable pursuant to any such
Option. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such Options unless and until such authority is
obtained.




8.  USE OF
PROCEEDS FROM STOCK.




Proceeds
from the sale of stock pursuant to Options shall constitute general funds of the
Company.




9.  MISCELLANEOUS.




(a)  The Board
shall have the power to accelerate the time at which an Option may first be
exercised or the time during which an Option or any part thereof will vest
pursuant to subsection 6(e), notwithstanding the provisions in the Option
stating the time at which it may first be exercised or the time during which it
will vest.




(b)  Neither
an Optionee nor any person to whom an Option is transferred under subsection
6(d) shall be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares subject to such Option unless and until such
person has satisfied all requirements for exercise of the Option pursuant to its
terms.




(c)  Nothing
in the Plan or any instrument executed or Option granted pursuant thereto shall
confer upon any Employee or Consultant or Optionee any right to continue in the
employ of the Company or any Affiliate (or to continue acting as a Consultant)
or shall affect the right of the Company or any Affiliate to terminate the
employment or relationship as a Consultant of any individual with or without
cause.










(d)  To the
extent that the aggregate Fair Market Value (determined at the time of grant) of
stock with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year under the Plan and all other
stock plans of the Company and its Affiliates exceeds one hundred thousand
dollars ($100,000), the Options or portions thereof which exceed such limit
(according to the order in which they were granted) shall be treated as
Non-qualified Stock Options.




10.  ADJUSTMENTS
UPON CHANGES IN STOCK.




(a)  If any
change is made in the stock subject to the Plan, or subject to any Option
(through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), the Plan will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan pursuant to
subsection 4(a) and the maximum number of shares subject to award to any person
during any twelve (12) month period pursuant to subsection 5(c), and the
outstanding Options will be appropriately adjusted in the class(es) and number
of shares and price per share of stock subject to such outstanding
Options.




(b)  In the
event of: (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; 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, then to
the extent permitted by applicable law: (i) any surviving corporation shall
assume any Options outstanding under the Plan or shall substitute similar
Options for those outstanding under the Plan, or (ii) such Options shall
continue in full force and effect. In the event any surviving corporation
refuses to assume or continue such Options, or to substitute similar options for
those outstanding under the Plan, then, with respect to Options held by persons
then performing services as Employees or Consultants, the time during which such
Options may be exercised shall be accelerated and the Options terminated if not
exercised prior to such event.




11.  AMENDMENT
OF THE PLAN AND OPTIONS.




(a)  The Board
at any time, and from time to time, may amend the Plan. However, except as
provided in Section 10 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the stockholders of the Company
to the extent stockholder approval is necessary for the Plan to satisfy the
requirements of Section 422 of the Code, or otherwise.




(b)  The Board
may in its sole discretion submit any other amendment to the Plan for
stockholder approval, including, but not limited to, amendments to the Plan
intended to satisfy the requirements of Section 162(m) of the Code and the
regulations promulgated thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
certain executive officers.


(c)It is
expressly contemplated that the Board may amend the Plan in any respect the
Board deems necessary or advisable to provide Optionees with the maximum
benefits provided or to be provided under the provisions of the Code and the
regulations promulgated thereunder relating to Incentive Stock Options and/or to
bring the Plan and/or Incentive Stock Options granted under it into compliance
therewith.


(d)  Rights
and obligations under any Option granted before amendment of the Plan shall not
be impaired by any amendment of the Plan unless (i) the Company requests the
consent of the person to whom the Option was granted and (ii) such person
consents in writing.




(e)  The Board
at any time, and from time to time, may amend the terms of any one or more
Options; provided, however, that the rights and obligations under any Option
shall not be impaired by any such amendment unless (i) the Company requests the
consent of the person to whom the Option was granted and (ii) such person
consents in writing.




12.  TERMINATION
OR SUSPENSION OF THE PLAN.




(a)  The Board
may suspend or terminate the Plan at any time. Unless sooner terminated, the
Plan shall terminate on December 31, 2013, which shall be within ten (10) years
from the date the Plan is adopted by the Board or approved by the stockholders
of the Company, whichever is earlier. No Options may be granted under the Plan
while the Plan is suspended or after it is terminated.




(b)  Rights
and obligations under any Option granted while the Plan is in effect shall not
be impaired by suspension or termination of the Plan, except with the consent of
the person to whom the Option was granted.




13.  EFFECTIVE
DATE OF PLAN.




The Plan
shall become effective as determined by the Board, but no Options granted under
the Plan shall be exercised unless and until the Plan has been approved by the
stockholders of the Company, which approval shall be within twelve (12) months
before or after the date the Plan is adopted by the Board.