<PAGE>

EXHIBIT 10.1


                          BLUEFIRE ETHANOL FUELS, INC.

                              AMENDED AND RESTATED

                2006 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

1.       PURPOSE
         -------

         This Incentive and Nonstatutory Stock Option Plan (the "Plan") is
intended to further the growth and financial success of BlueFire Ethanol Fuels,
Inc. (the "Corporation") by providing additional incentives to selected
employees, directors, and consultants to the Corporation or parent corporation
or subsidiary corporation of the Corporation as those terms are defined in
Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code") (such parent corporations and subsidiary corporations hereinafter
collectively referred to as "Affiliates") so that such employees and consultants
may acquire or increase their proprietary interest in the Corporation. Under the
Plan, the Board of Directors of the Corporation ("Board") may grant in its
discretion (i) stock options either as (a) "Incentive Stock Options" as defined
in Section 422A of the Code and any regulations promulgated under said Section,
or (b) "Nonstatutory Stock Options" (collectively "Options"); or (ii) restricted
stock awards ("Restricted Stock Awards"); all being reflected in the respective
written Option or Restricted Stock Award agreements granted pursuant hereto.

2.       ADMINISTRATION
         --------------

         The Plan shall be administered by the Board of Directors of the
Corporation; provided however, that the Board may delegate such administration
to a committee of not fewer than three (3) members (the "Committee"), at least
two (2) of whom are members of the Board and all of whom are disinterested
administrators, as contemplated by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3"); and provided further, that the
foregoing requirement for disinterested administrators shall not apply prior to
the date of the first registration of any of the securities of the Corporation
under the Securities Act of 1933, as amended.

         Subject to the provisions of the Plan, the Board and/or the Committee
shall have authority to (a) grant, in its discretion, Incentive Stock Options in
accordance with Section 422A of the Code, Nonstatutory Stock Options, or
Restricted Stock Awards (collectively a "Stock Comp"); (b) determine in good
faith the fair market value of the stock covered by a Stock Comp; (c) determine
which eligible persons shall be granted Stock Comp and the number of shares to
be covered thereby and the term thereof; (d) construe and interpret the Plan;
(e) promulgate, amend and rescind rules and regulations relating to its
administration, and correct defects, omissions, and inconsistencies in the Plan
or any Stock Comp; (f) consistent with the Plan and with the consent of the
recipient as appropriate, amend any outstanding Stock Comp or amend the exercise
date or dates thereof; (g) determine the duration and purpose of leaves of
absence which may be granted to recipients without constituting termination of
their employment for the purpose of the Plan; and (h) make all other


                                        1

<PAGE>

determinations necessary or advisable for the Plan's administration. The
interpretation and construction by the Board of any provisions of the Plan or of
any Stock Comp shall be conclusive and final. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Stock Comp.

3.       ELIGIBILITY
         -----------

         The persons who shall be eligible to receive Stock Comp shall be
employees, directors, or consultants of the Corporation or any of its Affiliates
("Recipient"). The term consultant shall mean any person who is engaged by the
Corporation to render services and is compensated for such services, and any
director of the Corporation whether or not compensated for such services;
provided that, if the Corporation registers any of its securities pursuant to
the Securities Act of 1933, as amended (the "Act"), the term consultant shall
thereafter not include directors who are not compensated for their services or
are paid only a director fee by the Corporation.

                  (a) INCENTIVE STOCK OPTIONS. Notwithstanding the foregoing,
Incentive Stock Options may only be issued to employees of the Corporation or
its Affiliates. Incentive Stock Options may be granted to officers, whether or
not they are directors, but a director shall not be granted an Incentive Stock
Option unless such director is also an employee of the Corporation. Payment of a
director fee shall not be sufficient to constitute employment by the
Corporation. Any grant of option to an officer or director of the Corporation
subsequent to the first registration of any of the securities of the Corporation
under the Act shall comply with the requirements of Rule 16b-3. An recipient may
hold more than one Option.

                  The Corporation shall not grant an Incentive Stock Option
under the Plan to any employee if such grant would result in such employee
holding the right to exercise for the first time in any one calendar year, under
all options granted to such employee under the Plan or any other stock option
plan maintained by the Corporation or any Affiliate, with respect to shares of
stock having an aggregate fair market value, determined as of the date of the
Option is granted, in excess of one hundred thousand dollars ($100,000). Should
it be determined that an Incentive Stock Option granted under the Plan exceeds
such maximum for any reason other than a failure in good faith to value the
stock subject to such option, the excess portion of such option shall be
considered a Nonstatutory Stock Option. If, for any reason, an entire option
does not qualify as an Incentive Stock Option by reason of exceeding such
maximum, such option shall be considered a Nonstatutory Stock Option.

                  (b) NONSTATUTORY STOCK OPTION; RESTRICTED STOCK AWARD. The
provisions of the foregoing Section 3(a) shall not apply to any Nonstatutory
Stock Option or Restricted Stock Award.

4.       STOCK
         -----

         The stock subject to Stock Comp shall be the shares of the
Corporation's authorized but unissued or reacquired Common Stock (the "Stock").

                                       2

<PAGE>

                  (a) NUMBER OF SHARES. Subject to adjustment as provided in
Paragraph 5(h) of this Plan, the total number of shares of Stock which may be
purchased through Stock Comp granted under this Plan shall not exceed ten
million (10,000,000) shares. If any Stock Comp shall for any reason terminate or
expire, any shares allocated thereto but remaining unpurchased upon such
expiration or termination shall again be available for the grant of Stock Comp
with respect thereto under this Plan as though no Stock Comp had been granted
with respect to such shares.

                  (b) RESERVATION OF SHARES. The Corporation shall reserve and
keep available at all times during the term of the Plan such number of shares as
shall be sufficient to satisfy the requirements of the Plan. If, after
reasonable efforts, which efforts shall not include the registration of the Plan
or Stock Comp under the Act, the Corporation is unable to obtain authority from
any applicable regulatory body, which authorization is deemed necessary by legal
counsel for the Corporation for the lawful issuance of shares hereunder, the
Corporation shall be relieved of any liability with respect to its failure to
issue and sell the shares for which such requisite authority was so deemed
necessary unless and until such authority is obtained.

5.       TERMS AND CONDITIONS OF OPTIONS
         -------------------------------

         Options granted hereunder shall be evidenced by agreements between the
Corporation and the respective optionees, in such form and substance as the
Board or Committee shall from time to time approve. Such agreements need not be
identical, and in each case may include such provisions as the Board or
Committee may determine, but all such agreements shall be subject to and limited
by the following terms and conditions:

                  (a) NUMBER OF SHARES: Each Option shall state the number of
shares to which it pertains.

                  (b) OPTION PRICE: Each Option shall state the Option Price,
which shall be determined as follows:

                           (i) Any Incentive Stock Option granted to a person
who at the time the Option is granted 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 value of all classes of stock of the Corporation,
or of any Affiliate, ("Ten Percent Holder") shall have an Option Price of no
less than one hundred ten percent (110%) of the fair market value of the common
stock as of the date of grant; and

                           (ii) Incentive Stock Options granted to a person who
at the time the Option is granted is not a Ten Percent Holder shall have an
Option price of no less than one hundred percent (100%) of the fair market value
of the common stock as of the date of grant.

                           (iii) Nonstatutory Stock Options granted to a person
who at the time the Option is granted is not a Ten Percent Holder shall have an
Option Price determined by the Board as of the date of grant.

                                       3

<PAGE>

                  For the purposes of this paragraph 5(b), the fair market value
shall be as determined by the Board, in good faith, which determination shall be
conclusive and binding; provided however, that if there is a public market for
such stock, the fair market value per share shall be the average of the bid and
asked prices (or the closing price if such stock is listed on the NASDAQ
National Market System) on the date of grant of the Option, or if listed on a
stock exchange, the closing price on such exchange on such date of grant.

                  (c) MEDIUM AND TIME OF PAYMENT: To the extent permissible by
applicable law, the Option price shall be paid, at the discretion of the Board,
at either the time of grant or the time of exercise of the Option (i) in cash or
by check, (ii) by delivery of other common stock of the Corporation, provided
such tendered stock was not acquired directly or indirectly from the
Corporation, or, if acquired from the Corporation, has been held by the
Recipient for more than six (6) months, (iii) by the Recipient's promissory note
in a form satisfactory to the Corporation and bearing interest at a rate
determined by the Board, in its sole discretion, but in no event less than 6%
per annum, (iv) by the surrender of the Option (or a portion hereof) in
accordance with the terms hereof but without payment in cash (a "Cashless
Exercise"), (v) with any combination of (i) and (iv), or (iv) such other form of
legal consideration permitted by State law as may be acceptable to the Board.

The number of shares of Common Stock issuable in respect of a Cashless Exercise
shall be computed using the following formula:

                  X =    Y (A-B)
                         -------
                             A

Where:

                  X = the number of shares of Common Stock to be issued to the
Holder in respect of a Cashless Exercise

                  Y = the number of shares of Common Stock purchasable under the
Option or, if only a portion of the Option is being exercised, the portion of
the Option being canceled in connection with such Cashless Exercise (at the date
of such calculation)

                  A = the Fair Market Value (as defined below) of one share of
the Corporation's Common Stock (at the date of such calculation)

                  B = Option Exercise Price (as adjusted to the date of such
calculation).

                                       4

<PAGE>

                  (d) TERM AND EXERCISE OF OPTIONS: Any Option granted to an
Employee of the Corporation shall become exercisable over a period of no longer
than five (5) years, and no less than twenty percent (20%) of the shares covered
thereby shall become exercisable annually. No Option shall be exercisable, in
whole or in part, prior to one (1) year from the date it is granted unless the
Board shall specifically determine otherwise, as provided herein. In no event
shall any Option be exercisable after the expiration of five (5) years from the
date it is granted. Unless otherwise specified by the Board or the Committee in
the resolution authorizing such option, the date of grant of an Option shall be
deemed to be the date upon which the Board or the Committee authorizes the
granting of such Option.

                  Each Option shall be exercisable to the nearest whole share,
in installments or otherwise, as the respective option agreements may provide.
During the lifetime of an Recipient, the Option shall be exercisable only by the
Recipient and shall not be assignable or transferable by the Recipient, and no
other person shall acquire any rights therein. To the extent not exercised,
installments (if more than one) shall accumulate, but shall be exercisable, in
whole or in part, only during the period for exercise as stated in the option
agreement, whether or not other installments are then exercisable.

                  (e) TERMINATION OF STATUS AS EMPLOYEE, DIRECTOR, OR
CONSULTANT: If Recipient's status as an employee, director, or consultant shall
terminate for any reason other than Recipient's death, then the Recipient (or if
the Recipient shall die after such termination, but prior to exercise,
Recipient's personal representative or the person entitled to succeed to the
Option) shall have the right to exercise any vested Options, in whole or in
part, at any time within thirty (30) days after such termination (or in the
event Recipient's termination was caused by permanent disability (within the
meaning of Section 22(e)(3) of the Code) this 30-day period shall be extended to
six (6) months) or the remaining term of the Option, whichever is the lesser;
provided, however, that with respect to Nonstatutory Options, the Board may
specify such longer period, not to exceed six (6) months, for exercise following
termination as the Board deems reasonable and appropriate. The Option may be
exercised only with respect to installments that the Recipient could have
exercised at the date of termination of employment. Nothing contained herein or
in any Option granted pursuant hereto shall be construed to affect or restrict
in any way the right of the Corporation to terminate the employee of an
Recipient with or without cause.

                  (f) DEATH OF RECIPIENT: If an Recipient dies while employed or
engaged as a director or consultant by the Corporation or an Affiliate, the
portion of such Recipient's Option or Options which were exercisable at the date
of death may be exercised, in whole or in part, by the estate of the decedent or
by a person succeeding to the right to exercise such Option or Options, at any
time within the remaining term of the Option, but only to the extent, that
Recipient could have exercised the Option as of the date of Recipient's death;
provided, in any case, that the Option may be so exercised only to the extent
that the Option has not previously been exercised by Recipient.

                  (g) NONTRANSFERABILITY OF OPTION: No Option shall be
transferable by the Recipient, except by will or by the laws of descent and
distribution.

                                       5

<PAGE>

                  (h) RECAPITALIZATION: Subject to any required action by the
stockholders, the number of shares of common stock covered by each outstanding
Option, and the price per share thereof set forth in each such Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of common stock of the Corporation resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares affected without receipt of
consideration by the Corporation.

                  Subject to any required action by the stockholders, if the
Corporation shall be the surviving entity in any merger or consolidation, each
outstanding Option thereafter shall pertain to and apply to the securities to
which a holder of shares of common stock equal to the shares subject to the
Option would have been entitled by reason of such merger or consolidation. A
dissolution or liquidation of the Corporation or a merger or consolidation in
which the Corporation is not the surviving entity shall cause each outstanding
Option to terminate on the effective date of such dissolution, liquidation,
merger or consolidation. In such event, if the entity which shall be the
surviving entity does not tender to Recipient an offer, for which it has no
obligation to do so, to substitute for any unexercised Option a stock option or
capital stock of such surviving entity, as applicable, which on an equitable
basis shall provide the Recipient with substantially the same economic benefit
as such unexercised Option, then the Board may grant to such Recipient, but
shall not be obligated to do so, the right for a period commencing thirty (30)
days prior to and ending immediately prior to such dissolution, liquidation,
merger or consolidation or during the remaining term of the Option, whichever is
the lesser, to exercise any unexpired Option or Options, without regard to the
installment provisions of Paragraph 5(d) of this Plan; provided, that any such
right granted shall be granted to all Recipients not receiving an offer to
substitute on a consistent basis, and provided further, that any such exercise
shall be subject to the consummation of such dissolution, liquidation, merger or
consolidation.

                  In the event of a change in the common stock of the
Corporation as presently constituted, which is limited to a change of all of its
authorized shares without par value into the same number of shares with a par
value, the shares resulting from any such change shall be deemed to be the
common stock within the meaning of this Plan.

                  To the extent that the foregoing adjustments relate to stock
or securities of the Corporation, such adjustments shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided in this Paragraph 5(h), the Recipient shall have no
rights by reason of any subdivision or consolidation of shares of stock or any
class or the payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class, and the number or price of shares of
common stock subject to any Option shall not be affected by, and no adjustment
shall be made by reason of, any dissolution, liquidation, merger or
consolidation, or any issue by the Corporation of shares of stock of any class
or securities convertible into shares of stock of any class.

                                       6

<PAGE>

                  The grant of an Option pursuant to the Plan shall not affect
in any way the right or power of the Corporation to make any adjustments,
reclassifications, reorganizations or changes in its capital or business
structure or to merge, consolidate, dissolve, or liquidate or to sell or
transfer all or any part of its business or assets.

                  (i) RIGHTS AS A STOCKHOLDER: An Recipient shall have no rights
as a stockholder with respect to any shares covered by an Option until the date
of the issuance of a stock certificate to Recipient for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in Paragraph 5(h) hereof.

                  (j) MODIFICATION, ACCELERATION, EXTENSION, AND RENEWAL OF
OPTIONS: Subject to the terms and conditions and within the limitations of the
Plan, the Board may modify an Option, or once an Option is exercisable,
accelerate the rate at which it may be exercised, and may extend or renew
outstanding Options granted under the Plan or accept the surrender of
outstanding Options (to the extent not theretofore exercised) and authorize the
granting of new Options in substitution for such Options, provided such action
is permissible under Section 422A of the Code and state law.

                  Notwithstanding the foregoing provisions of this Paragraph
5(j), however, no modification of an Option shall, without the consent of the
Recipient, alter to the Recipient's detriment or impair any rights or
obligations under any Option theretofore granted under the Plan.

                  (k) INVESTMENT INTENT: Unless and until the issuance and sale
of the shares subject to the Plan are registered under the Act, each Option
under the Plan shall provide that the purchases of stock thereunder shall be for
investment purposes and not with a view to, or for resale in connection with,
any distribution thereof. Further, unless the issuance and sale of the stock
have been registered under the Act, each Option shall provide that no shares
shall be purchased upon the exercise of such Option unless and until (i) any
then applicable requirements of state and federal laws and regulatory agencies
shall have been fully complied with to the satisfaction of the Corporation and
its counsel, and (ii) if requested to do so by the Corporation, the person
exercising the Option shall (i) give written assurances as to knowledge and
experience of such person (or a representative employed by such person) in
financial and business matters and the ability of such person (or
representative) to evaluate the merits and risks of exercising the Option, and
(ii) execute and deliver to the Corporation a letter of investment intent, all
in such form and substance as the Corporation may require. If shares are issued
upon exercise of an Option without registration under the Act, subsequent
registration of such shares shall relieve the purchaser thereof of any
investment restrictions or representations made upon the exercise of such
Options.

                  (l) EXERCISE BEFORE EXERCISE DATE: At the discretion of the
Board, the Option may, but need not, include a provision whereby the Recipient
may elect to exercise all or any portion of the Option prior to the stated
exercise date of the Option or any installment thereof. Any shares so purchased
prior to the stated exercise date shall be subject to repurchase by the
Corporation upon termination of Recipient's employment as contemplated by
Paragraphs 5(e), 5(f) and 5(g) hereof prior to the exercise date stated in the
Option and such other restrictions and conditions as the Board or Committee may
deem advisable.

                                       7

<PAGE>

         (m) OTHER PROVISIONS: The Option agreements authorized under this Plan
shall contain such other provisions, including, without limitation, restrictions
upon the exercise of the Options, as the Board or the Committee shall deem
advisable. Shares shall not be issued pursuant to the exercise of an Option, if
the exercise of such Option or the issuance of shares thereunder would violate,
in the opinion of legal counsel for the Corporation, the provisions of any
applicable law or the rules or regulations of any applicable governmental or
administrative agency or body, such as the Act, the Securities Exchange Act of
1934, the rules promulgated under the foregoing or the rules and regulations of
any exchange upon which the shares of the Corporation are listed.

6.       Terms and Conditions of Restricted Stock Awards
         -----------------------------------------------

         (a) AUTHORITY TO GRANT AWARDS. The Board or Committee may make an award
of restricted common stock of the Corporation ("Restricted Stock") to selected
eligible employees, directors and consultants. The amount of each Restricted
Stock Award and the respective terms and conditions of each Restricted Stock
Award (which terms and conditions need not be the same in each case) shall be
determined by the Board or the Committee, as applicable, in its sole discretion.
However, the terms and conditions of a Restricted Stock Award shall not be
inconsistent with the terms of the Plan.

         (b) TRANSFERABILITY AND RIGHTS WITH RESPECT TO RESTRICTED STOCK. Except
as provided herein, Restricted Stock may not be sold, assigned, transferred,
pledged, or otherwise encumbered during means the period designated by the Board
or Committee during which Restricted Stock may not be sold, assigned,
transferred, pledged, or otherwise encumbered ("Restricted Period"). Any
attempted sale, assignment, transfer, pledge or encumbrance of Restricted Stock
in violation of the Plan shall be void and the Corporation shall not be bound
thereby.

During the Restricted Period, certificates representing the Restricted Stock
shall be registered in the recipient's name and may bear a restrictive legend to
the effect that ownership of such Restricted Stock, and the enjoyment of all
rights appurtenant thereto are subject to the restrictions, terms, and
conditions provided in the Plan and the applicable agreement. Such certificates
shall be deposited by the recipient with the Corporation, together with stock
powers or other instruments of assignment, each endorsed in blank, which will
permit transfer to the Corporation of all or any portion of the Restricted Stock
which shall be forfeited in accordance with the Plan and the applicable
agreement. Restricted Stock shall constitute issued and outstanding shares of
stock for all corporate purposes.

                                       8

<PAGE>

Subject to the terms of the Plan and the agreement with respect to the
Restricted Stock Award, the recipient shall have the right to vote the
Restricted Stock awarded to such recipient and to receive and retain all regular
cash dividends, and to exercise all other rights, powers and privileges of a
holder of stock, with respect to such Restricted Stock, with the exception that
(i) the recipient shall not be entitled to delivery of the stock certificate or
certificates representing such Restricted Stock until the restrictions
applicable thereto shall have expired and (ii) the recipient may not sell,
assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Stock
during the Restricted Period. Nothing in this Section shall prevent transfers by
will or by the applicable laws of descent and distribution.

         (c) WITHHOLDING TAX. The Corporation or any Affiliate shall be entitled
to deduct from other compensation payable to each employee any sums required by
federal, state or local tax law to be withheld with respect to Restricted Stock
Awards hereunder; or the Corporation may require the employee to pay such sums
directly to the Corporation or any Affiliate.

The Corporation or any Affiliate may meet its tax withholding obligations under
the Code and applicable state or local law arising upon the vesting of
Restricted Stock by delivering to the Restricted Stock recipient (or his estate,
if applicable) a reduced number of shares of stock in the manner specified
below. At the time of vesting of shares of Restricted Stock, the Corporation
shall (i) calculate the amount of the Corporation's or the Affiliate's minimum
statutory tax withholding obligation on the assumption that all such vested
shares of Restricted Stock are made available for delivery, (ii) reduce the
number of such shares made available for delivery so that the Fair Market Value
of the shares withheld on the vesting date approximates the amount of tax the
Corporation or an Affiliate is obliged to withhold and (iii) in lieu of the
withheld shares, remit cash to the United States Treasury and other applicable
governmental authorities, on behalf of the empoyee, in the amount of the
withholding tax due. The Corporation shall withhold only whole shares of stock
to satisfy its withholding obligation. If the Fair Market Value of the withheld
shares does not equal the Corporation's withholding tax obligation, the
Corporation shall withhold shares with a Fair Market Value slightly less than
the amount of its withholding obligation and the recipient of the Restricted
Stock Award must satisfy the remaining withholding obligation by paying such sum
directly to the Corporation or any Affiliate in cash or by check within ten days
after the date of vesting. The withheld shares of Restricted Stock not made
available for delivery by the Corporation shall be retained as treasury stock or
will be cancelled and, in either case, the recipient's right, title and interest
in such Restricted Stock shall terminate. The Corporation shall have no
obligation upon the vesting of Restricted Stock until the Corporation or an
Affiliate has received payment sufficient to cover all tax withholding amounts
due. The Corporation and its Affiliates shall not be obligated to advise a
Holder of the existence of the tax or the amount which the employer corporation
will be required to withhold.

                                       9

<PAGE>

         (d) CHANGES IN CORPORATION'S CAPITAL STRUCTURE. In the event that the
issued and outstanding shares of stock should, as a result of any stock
dividend, stock split or spin-off, recapitalization, combination or exchange of
shares, merger, consolidation, acquisition of property or stock, separation,
reclassification, reorganization, liquidation, or other similar event, be
increased or decreased or changed into or exchanged for a different number or
kind of share of stock or other securities of the Corporation or of another
corporation, the number and class of additional shares or other securities which
may be issued pursuant to Restricted Stock Awards under the Plan will be
appropriately adjusted by the Board or Committee to reflect such action. If any
adjustment shall result in a fractional share, the fraction shall be
disregarded.

         (e) VESTING OF RESTRICTED STOCK. Restricted Stock Awards shall be
subject to such vesting restrictions, if any, as the Board or the Committee, as
applicable, shall determine in its sole discretion. The vesting restrictions
shall be specified in the agreements relating to the Restricted Stock Awards.

         (f) CONSEQUENCE OF VESTING. When shares of Restricted Stock become
vested, the Restricted Period shall be terminated as to those shares, and the
Corporation shall deliver to the Restricted Stock Award recipient (or his
estate, if applicable) a stock certificate representing those shares and all
Retained Distributions made or declared with respect to those shares, reduced as
necessary to satisfy the Corporation's tax withholding obligation.

7.       AVAILABILITY OF INFORMATION
         ---------------------------

         During the term of the Plan and any additional period during which a
Stock Comp granted pursuant to the Plan shall be exercisable, the Corporation
shall make available, not later than one hundred and twenty (120) days following
the close of each of its fiscal years, such financial and other information
regarding the Corporation as is required by the bylaws of the Corporation and
applicable law to be furnished in an annual report to the stockholders of the
Corporation.

8.       EFFECTIVENESS OF PLAN; EXPIRATION
         ---------------------------------

         Subject to approval by the stockholders of the Corporation, this Plan
shall be deemed effective as of the date it is adopted by the Board. The Plan
shall expire on March 31, 2011, but such expiration shall not affect the
validity of outstanding Options.

9.       AMENDMENT AND TERMINATION OF THE PLAN
         -------------------------------------

         The Board may, insofar as permitted by law, from time to time, with
respect to any shares at the time not subject to Stock Comp, suspend or
terminate the Plan or revise or amend it in any respect whatsoever.

                                       10

<PAGE>

10.      INDEMNIFICATION OF BOARD
         ------------------------

         In addition to such other rights or indemnifications as they may have
as directors or otherwise, and to the extent allowed by applicable law, the
members of the Board and the Committee shall be indemnified by the Corporation
against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any claim, action, suit
or proceeding, or in connection with any appeal thereof, to which they or any of
them may be a party by reason of any action taken, or failure to act, under or
in connection with the Plan or any Stock Comp granted thereunder, and against
all amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Corporation) or paid by
them in satisfaction of a judgment in any such claim, action, suit or
proceeding, except in any case in relation to matters as to which it shall be
adjudged in such claim, action, suit or proceeding that such Board member is
liable for negligence or misconduct in the performance of his or her duties;
provided that within sixty (60) days after institution of any such action, suit
or Board proceeding the member involved shall offer the Corporation, in writing,
the opportunity, at its own expense, to handle and defend the same.

11.      APPLICATION OF FUNDS
         --------------------

         The proceeds received by the Corporation from the sale of common stock
pursuant to the exercise of Options will be used for general corporate purposes.

12.      NO OBLIGATION TO EXERCISE OPTION
         --------------------------------

         The granting of an Option shall impose no obligation upon the Recipient
to exercise such Option.

13.      NOTICES
         -------

         All notice, requests, demand, and other communications pursuant this
Plan shall be in writing and shall be deemed to have been duly given on the date
of service if served personally on the party to whom notice is to be given, or
on the third day following the mailing thereof to the party to whom notice is to
be given, by first class mail, registered or certified, postage prepaid.

14.      SECURITIES LAW AND OTHER RESTRICTIONS.
         --------------------------------------

         Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Corporation will not be required to issue
any shares of Common Stock under this Plan, and a Recipient may not sell,
assign, transfer or otherwise dispose of shares of Common Stock issued pursuant
to Stock Comp granted under the Plan, unless (a) there is in effect with respect
to such shares a registration statement under the Securities Act and any
applicable securities laws of a state or foreign jurisdiction or an exemption
from such registration under the Securities Act of 1933 and applicable state or
foreign securities laws, and (b) there has been obtained any other consent,
approval or permit from any other U.S. or foreign regulatory body which the
Committee, in its sole discretion, deems necessary or advisable. The Corporation


                                       11

<PAGE>

may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Corporation in order to comply with such
securities law or other restrictions.

                                    * * * * *

         The foregoing Amended and Restated 2006 Incentive and Nonstatutory
Stock Option Plan was duly adopted and approved by the Board of Directors on
October 16, 2007 with an effective date of December 14, 2006 - the date of Board
approval and shareholder ratification of the 2006 Incentive and Nonstatutory
Stock Option Plan.

                                           /s/ Arnold Klann
                                           ----------------
                                           Arnold Klann, Chairman & CEO


                                       12