Exhibit
      10.28


**INNOVA
      HOLDINGS, INC**


**STOCK
      OPTION PLAN**





**I.**  **PURPOSE
      AND DEFINITIONS**





**A.**  **PURPOSE
      OF THE PLAN**





The
      Plan
      is intended to encourage ownership of Shares by Key Employees and Key
      Non-Employees in order to attract and retain such Key Employees in the employ
      of
      the Company or an Affiliate, or to attract such Key Non-Employees to provide
      services to the Company or an Affiliate, and to provide additional incentive
      for
      such persons to promote the success of the Company or an Affiliate.





**B.**  **DEFINITIONS**





Unless
      otherwise specified or unless the context otherwise requires, the following
      terms, as used in this Plan, have the following meanings:





1.
            **Affiliate**means a corporation which is a parent or subsidiary of the Company,
                direct
                or indirect.





2.
            **Board**means the Board of Directors of the
                Company.





3.
            **Committee**means the committee to which the Board delegates the power to act
                under or
                pursuant to the provisions of the Plan, or the Board if no committee
                is
                selected. If the Board delegates powers to a committee, and if the
                Company
                is or becomes subject to Section 16 of the Exchange Act, then, if
                necessary for compliance therewith, such committee shall consist
                initially
                of not less than two (2) members of the Board, each member of which
                must
                be a "non-employee director," within the meaning of the applicable
                rules
                promulgated pursuant to the Exchange Act. If the Company is or becomes
                subject to Section 16 of the Exchange Act, no member of the Committee
                shall receive any Option pursuant to the Plan or any similar plan
                of the
                Company or any Affiliate while serving on the Committee unless the
                Board
                determines that the grant of such an Option satisfies the then current
                Rule 16b-3 requirements under the Exchange Act. Notwithstanding
                anything herein to the contrary, and insofar as it is necessary in
                order
                for compensation recognized by Participants pursuant to the Plan
                to be
                fully deductible to the Company for federal income tax purposes,
                each
                member of the Committee also shall be an "outside director" (as defined
                in
                regulations or other guidance issued by the Internal Revenue Service
                under
                Code Section 162(m)).





4.
            **Company**means Innova Holdings, Inc. a Delaware corporation, and includes
                any
                successor or assignee corporation or corporations into which the
                Company
                may be merged, changed, or consolidated; any corporation for whose
                securities the securities of the Company shall be exchanged; and
                any
                assignee of or successor to substantially all of the assets of the
                Company.








5.
            **Disability**or**Disabled**means permanent and total disability as defined in Section 22(e)(3)
                of the
                Code.





6.
            **Exchange
                Act**means the Securities Exchange Act of 1934, as amended from time to
                time,
                or any successor statute thereto.





7.
            **Key
                Employee**means an employee of the Company or of an Affiliate (including, without
                limitation, an employee who also is serving as an officer or director
                of
                the Company or of an Affiliate), designated by the Board or the Committee
                as being eligible to be granted one or more Options under the
                Plan.





8.
            **Key
                Non-Employee**means a non-employee director, consultant, or independent contractor
                of
                the Company or of an Affiliate who is designated by the Board or
                the
                Committee as being eligible to be granted one or more Options under
                the
                Plan.





9.
            **Option**means a right or option granted under the Plan all of which shall
                be
                nonstatutory options which are not intended to be Incentive
                Options.





10.
            **Option
                Agreement**means an agreement between the Company and a Participant executed
                and
                delivered pursuant to the Plan.





11.
            **Participant**means a Key Employee to whom one or more Options are granted under
                the
                Plan, and a Key Non-Employee to whom one or more Options are granted
                under
                the Plan.





12.****
            **Plan**means this Stock Option Plan, as amended from time to
                time.





13.
            **Shares**means the following shares of the capital stock of the Company as
                to which
                Options have been or may be granted under the Plan: treasury shares
                or
                authorized but unissued Common Stock, or any shares of capital stock
                into
                which the Shares are changed or for which they are exchanged within
                the
                provisions of Article VI of the
                Plan:





**II.**  **SHARES
      SUBJECT TO THE PLAN**





The
      aggregate number of Shares as to which Options may be granted from time to
      time
      shall be One Hundred Fifty Million (150,000,000) Shares (subject to adjustment
      for stock splits, stock dividends, and other adjustments described in
      Article VI hereof).





2


If
      an
      Option ceases to be "outstanding," in whole or in part, the Shares which were
      subject to such Option, if the Option was not exercised, shall be **available** for the
      granting of other Options. Any Option shall be treated as "outstanding" until
      such Option is exercised in full, terminates or expires under the provisions
      of
      the Plan or Option Agreement, or is canceled by agreement of the Company and
      the
      Participant.





Subject
      to the provisions of Article VI, the aggregate number of Shares as to which
      Options may be granted shall be subject to change only by means of an amendment
      of the Plan duly adopted by the Board of Directors of the Company.





**III.**  **ADMINISTRATION
      OF THE PLAN**





The
      Plan
      shall be administered by the Committee. A majority of the Committee shall
      constitute a quorum at any meeting thereof (including by telephone conference)
      and the acts of a majority of the members present, or acts approved in writing
      by a majority of the entire Committee without a meeting, shall be the acts
      of
      the Committee for purposes of this Plan. The Committee may authorize one or
      more
      of its members or an officer of the Company to execute and deliver documents
      on
      behalf of the Committee. A member of the Committee shall not exercise any
      discretion respecting himself or herself under the Plan. The Board shall have
      the authority to remove, replace or fill any vacancy of any member of the
      Committee upon notice to the Committee and the affected member. Any member
      of
      the Committee may resign upon notice to the Board. The Committee may allocate
      among one or more of its members, or may delegate to one or more of its agents,
      such duties and responsibilities as it determines.





Subject
      to the provisions of the Plan, the Committee is authorized to:





A.
            interpret
                the provisions of the Plan or of any Option or Option Agreement and
                to
                make all rules and determinations which it deems necessary or advisable
                for the administration of the Plan;





B.
            determine
                which employees of the Company or of an Affiliate shall be designated
                as
                Key Employees and which of the Key Employees shall be granted
                Options;





C.
            determine
                the Key Non-Employees to whom Options shall be
                granted;





D.
            determine
                the number of Shares for which an Option or Options shall be
                granted;





E.
            provide
                for the acceleration of the right to exercise an Option (or portion
                thereof); and





F.
            specify
                the terms and conditions upon which Options may be granted.


All
      determinations of the Committee shall be reduced to writing and signed by or
      on
      behalf of the Committee. No member of the Committee shall be liable for any
      action or determination made in good faith with respect to the Plan or any
      Option.





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**IV.**  **ELIGIBILITY
      FOR PARTICIPATION**





The
      Committee may at any time and from time to time grant one or more Options to
      one
      or more Key Employees or Key Non-Employees and may designate the number of
      Shares to be subject to each Option so granted.





Notwithstanding
      the foregoing, if the Company is or becomes subject to Section 16 of the
      Exchange Act, then no individual who is a member of the Committee shall be
      eligible to receive an Option, unless the Board determines that the grant of
      the
      Option satisfies the then current Rule 16b-3 requirements under the Exchange
      Act. If the Company is not subject to Section 16 of the Exchange Act, then
      no
      individual who is a member of the Committee shall be eligible to receive an
      Option under the Plan unless the granting of such Option shall be approved
      by
      the Committee.





Notwithstanding
      any of the foregoing provisions, the Committee may authorize the grant of an
      Option to a person not then in the employ of or serving as a director,
      consultant, or independent contractor of the Company or of an Affiliate,
      conditioned upon such person becoming eligible to become a Participant at or
      prior to the execution of the Option Agreement evidencing the actual grant
      of
      such Option.





**V.**  **TERMS
      AND CONDITIONS OF OPTIONS**





Each
      Option shall be set forth in an Option Agreement, duly executed on behalf of
      the
      Company and by the Participant to whom such Option is granted. No Option shall
      be granted and no purported grant of any Option shall be effective until such
      Option Agreement shall have been duly executed on behalf of the Company and
      by
      the Participant. Each such Option Agreement shall be subject to at least the
      following terms and conditions:




**A.**
            **OPTION
                PRICE**





The
      exercise price of the Shares covered by each Option granted under the Plan
      shall
      be determined by the Committee. The Option price per share shall be such amount
      as may be determined by the Committee in its sole discretion on the date of
      the
      grant of the Option.





**B.**
            **NUMBER
                OF SHARES**





Each
      Option shall state the number of Shares to which it pertains.








4


**C.**
            **TERM
                OF OPTION**





Each
      Option shall terminate not more than ten (10) years from the date of the grant
      thereof, or at such earlier time as the Option Agreement may provide, and shall
      be subject to earlier termination as herein provided.





**D.**
            **DATE
                OF EXERCISE**





Upon
      the
      authorization of the grant of an Option, or at any time thereafter, the
      Committee may, subject to the provisions of Paragraph C of this Article V,
      prescribe the date or dates on which the Option becomes exercisable, and may
      provide that the Option rights become exercisable in installments over a period
      of years, or upon the attainment of stated goals.





**E.**
            **MEDIUM
                OF PAYMENT**





The
      Option price shall be paid on the date of purchase specified in the notice
      of
      exercise, as set forth in Paragraph I. It shall be paid in such form
      (permitted by Section 422 of the Code in the case of Incentive Options) as
      the
      Committee shall, either by rules promulgated pursuant to the provisions of
      Article III of the Plan, or in the particular Option Agreement,
      provide.





**F.**
            **TERMINATION
                OF EMPLOYMENT**





1.
            A
                Participant who ceases to be an employee or Key Non-Employee of the
                Company or of an Affiliate for any reason may exercise any Option
                granted
                to such Participant, to the extent that the right to purchase Shares
                thereunder has become exercisable on the date of such termination
                within
                the originally prescribed term of the Option, and subject to the
                condition
                that no Option shall be exercisable after the expiration of the term
                of
                the Option. A Participant's employment shall not be deemed terminated
                by
                reason of a transfer to another employer that is the Company or an
                Affiliate.





2.
            A
                Participant who ceases to be an employee or Key Non-Employee for
                cause
                shall, upon such termination, cease to have any right to exercise
                any
                Option. For purposes of this Plan, cause shall be deemed to include
                (but
                shall not be limited to) wrongful appropriation of funds of the Company
                or
                an Affiliate, divulging confidential information about the Company
                or an
                Affiliate to the public, the commission of a gross misdemeanor or
                felony,
                or the performance of any similar action that the Board or the Committee,
                in their sole discretion, may deem to be sufficiently injurious to
                the
                interests of the Company or an Affiliate to constitute substantial
                cause
                for termination. The determination of the Board or the Committee
                as to the
                existence of cause shall be conclusive and binding upon the Participant
                and the Company.





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**G.**
            **EXERCISE
                OF OPTION AND ISSUE OF
                STOCK**





Options
      shall be exercised by giving written notice to the Company. Such written notice
      shall: (l) be signed by the person exercising the Option, (2) state the number
      of Shares with respect to which the Option is being exercised, (3) contain
      the
      warranty required by paragraph M of this Article V, and (4) specify a date
      (other than a Saturday, Sunday or legal holiday) not less than five (5) nor
      more
      than ten (10) days after the date of such written notice, as the date on which
      the Shares will be purchased. Such tender and conveyance shall take place at
      the
      principal office of the Company during ordinary business hours, or at such
      other
      hour and place agreed upon by the Company and the person or persons exercising
      the Option. On the date specified in such written notice (which date may be
      extended by the Company in order to comply with any law or regulation which
      requires the Company to take any action with respect to the Option Shares prior
      to the issuance thereof, whether pursuant to the provisions of Article VI or
      otherwise), the Company shall accept payment for the Option Shares and shall
      deliver to the person or persons exercising the Option in exchange therefor
      an
      appropriate certificate or certificates for fully paid non-assessable Shares.
      In
      the event of any failure to take up and pay for the number of Shares specified
      in such written notice on the date set forth therein (or on the extended date
      as
      above provided), the right to exercise the Option shall terminate with respect
      to such number of Shares, but shall continue with respect to the remaining
      Shares covered by the Option and not yet acquired pursuant thereto.





**H.**
            **RIGHTS
                AS A STOCKHOLDER**





No
      Participant to whom an Option has been granted shall have rights as a
      stockholder with respect to any Shares covered by such Option except as to
      such
      Shares as have been issued to or registered in the Company's share register
      in
      the name of such Participant upon the due exercise of the Option and tender
      of
      the full Option price.





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**I.**
            **ASSIGNABILITY
                AND TRANSFERABILITY OF
                OPTION**





Unless
      otherwise permitted by Rule 16b-3 of the Exchange Act, if applicable, and
      approved in advance by the Committee, an Option granted to a Participant shall
      not be transferable by the Participant and shall be exercisable, during the
      Participant's lifetime, only by such Participant or, in the event of the
      Participant’s incapacity, his guardian or legal representative. Except as
      otherwise permitted herein, such Option shall not be assigned, pledged or
      hypothecated in any way (whether by operation of law or otherwise) and shall
      not
      be subject to execution, attachment, or similar process. Any attempted transfer,
      assignment, pledge, hypothecation or other disposition of any Option or of
      any
      rights granted thereunder contrary to the provisions of this Paragraph K, or
      the
      levy of any attachment or similar process upon an Option or such rights, shall
      be null and void.





**J.**
            **OTHER
                PROVISIONS**





The
      Option Agreements authorized under the Plan shall be subject to such other
      terms
      and conditions including, without limitation, restrictions upon the exercise
      of
      the Option, the right to receive cash in an amount equal to the difference
      between the purchase price and the fair market value on the date of the deemed
      exercises, as the Committee shall deem advisable.





**K.**
            **PURCHASE
                FOR INVESTMENT**





Unless
      the Shares to be issued upon the particular exercise of an Option shall have
      been effectively registered under the Securities Act of 1933, as now in force
      or
      hereafter amended, the Company shall be under no obligation to issue the Shares
      covered by such exercise unless and until the following conditions have been
      fulfilled. In accordance with the direction of the Committee, the persons who
      exercise such Option shall warrant to the Company that, at the time of such
      exercise, such persons are acquiring their Option Shares for investment and
      not
      with a view to, or for sale in connection with, the distribution of any such
      Shares, and shall make such other representations, warranties, acknowledgments
      and affirmations, if any, as the Committee may require. In such event, the
      persons acquiring such Shares shall be bound by the provisions of the following
      legend (or similar legend) which shall be endorsed upon the certificate(s)
      evidencing their Option Shares issued pursuant to such exercise.





"The
      shares represented by this certificate have been acquired for investment and
      they may not be sold or otherwise transferred by any person, including a
      pledgee, in the absence of an effective registration statement for the shares
      under the Securities Act of 1933 or an opinion of counsel satisfactory to the
      Company that an exemption from registration is then available."





7


Without
      limiting the generality of the foregoing, the Company may delay issuance of
      the
      Shares until completion of any action or obtaining any consent that the Company
      deems necessary under any applicable law (including without limitation state
      securities or "blue sky" laws).





**VI.**  **ADJUSTMENTS
      UPON CHANGES IN CAPITALIZATION; SALE OF COMPANY** **SHARES**





In
      the
      event that the outstanding Shares of the Company are changed into or exchanged
      for a different number or kind of shares or other securities of the Company
      or
      of another corporation by reason of any reorganization, merger, consolidation,
      recapitalization, reclassification, change in par value, stock split-up,
      combination of shares or dividend payable in capital stock, or the like,
      appropriate adjustments to prevent dilution or enlargement of the rights granted
      to, or available for, Participants shall be made in the manner and kind of
      shares for the purchase of which Options may be granted under the Plan, and,
      in
      addition, appropriate adjustment shall be made in the number and kind of Shares
      and in the Option price per share subject to outstanding Options.





Notwithstanding
      anything herein to the contrary, the Company may, in its sole discretion,
      accelerate the timing of the exercise provisions of any Option in the event
      of a
      tender offer for the Company's Shares, the adoption of a plan of merger or
      consolidation under which all the Shares of the Company would be eliminated,
      or
      a sale of substantially all of the Company's assets. Alternatively, the Company
      may, in its sole discretion, cancel any or all Options upon any of the foregoing
      events and provide for the payment to Participants in cash of an amount equal
      to
      the difference between the Option price and the price of a Share, as determined
      in good faith by the Committee, at the close of business on the date of such
      event, multiplied by the number of Shares subject to Option so canceled. The
      preceding two sentences of this Article VI notwithstanding, the Company
      shall be required to accelerate the timing of the exercise provisions of any
      Option if (i) any such business combination is to be accounted for as a
      pooling-of-interests under APB Opinion 16 and (ii) the timing of such
      acceleration does not prevent such pooling-of-interests treatment.





Upon
      a
      business combination by the Company or any of its Affiliates with any
      corporation or other entity through the adoption of a plan of merger or
      consolidation or a share exchange or through the purchase of all or
      substantially all of the capital stock or assets of such other corporation
      or
      entity, the Board or the Committee may, in its sole discretion, grant Options
      pursuant hereto to all or any persons who, on the effective date of such
      transaction, hold outstanding options to purchase securities of such other
      corporation or entity and who, on and after the effective date of such
      transaction, will become employees or directors of, or consultants to, the
      Company or its Affiliates. The number of Shares subject to such substitute
      Options shall be determined in accordance with the terms of the transaction
      by
      which the business combination is effected. Notwithstanding the other provisions
      of this Plan, the other terms of such substitute Options shall be substantially
      the same as or economically equivalent to the terms of the options for which
      such Options are substituted, all as determined by the Board or by the
      Committee, as the case may be. Upon the grant of substitute Options pursuant
      hereto, the options to purchase securities of such other corporation or entity
      for which such Options are substituted shall be canceled
      immediately.





8


**VII.**  **DISSOLUTION
      OR LIQUIDATION OF THE COMPANY**





Upon
      the
      dissolution or liquidation of the Company other than in connection with a
      transaction to which the preceding Article VI is applicable, all Options granted
      hereunder shall terminate and become null and void; provided, however, that
      if
      the rights of a Participant under the applicable Options have not otherwise
      terminated and expired, the Participant shall have the right immediately prior
      to such dissolution or liquidation to exercise any Option granted hereunder
      to
      the extent that the right to purchase shares thereunder has become exercisable
      as of the date immediately prior to such dissolution or
      liquidation.





**VIII.**  **TERMINATION
      OF THE PLAN**





The
      Plan
      shall terminate (10) years from the date of its adoption. The Plan may be
      terminated at an earlier date by vote of the stockholders or the Board;
      provided, however, that any such earlier termination shall not affect any
      Options granted or Option Agreements executed prior to the effective date of
      such termination. Except as may otherwise be provided for under Articles VI
      and
      VII, and notwithstanding the termination of the Plan, any Options granted prior
      to the effective date of the Plan's termination may be exercised until the
      earlier of (i) the date set forth in the Option Agreement, or (ii) ten
      (10) years from the date the Option is granted, and the provisions of the Plan
      with respect to the full and final authority of the Committee under the Plan
      shall continue to control.





**IX.**  **AMENDMENT
      OF THE PLAN**





The
      Plan
      may be amended by the Board and such amendment shall become effective upon
      adoption by the Board; provided, that if an amendment requires the approval
      of
      the stockholders of the Company in accordance with the then Rule 16b-3
      requirements of the Exchange Act, such amendment shall be subject to approval
      of
      the stockholders within the requisite time period of such Act.





**X.**  **EMPLOYMENT
      RELATIONSHIP**





Nothing
      herein contained shall be deemed to prevent the Company or an Affiliate from
      terminating the employment of a Participant, nor to prevent a Participant from
      terminating the Participant's employment with the Company or an
      Affiliate.





**XI.**  **INDEMNIFICATION
      OF COMMITTEE**





In
      addition to such other rights of indemnification as they may have as directors
      or as members of the Committee, the members of the Committee shall be
      indemnified by the Company against all reasonable expenses, including attorneys'
      fees, actually and reasonably incurred in connection with the defense of any
      action, suit or proceeding, or in connection with any appeal therein, to which
      they or any of them may be a party by reason of any action taken by them as
      members of the Committee and against all amounts paid by them in settlement
      thereof (provided such settlement is approved by independent legal counsel
      selected by the Company) or paid by them in satisfaction of a judgment in any
      such action, suit or proceeding, except in relation to matters as to which
      it
      shall be adjudged in such action, suit or proceeding that the Committee member
      is liable for gross negligence or willful misconduct in the performance of
      his
      or her duties. To receive such indemnification, a Committee member must first
      offer in writing to the Company the opportunity, at its own expense, to defend
      any such action, suit or proceeding.





9


**XII.**  **MITIGATION
      OF EXCISE TAX**





If
      any
      payment or right accruing to a Participant under this Plan (without the
      application of this Article XII), either alone or together with other
      payments or rights accruing to the Participant from the Company or an Affiliate
      (" **Total
      Payments** ")
      would
      constitute a "parachute payment" (as defined in Section 280G of the Code and
      regulations thereunder), such payment or right shall be reduced to the largest
      amount or greatest right that will result in no portion of the amount payable
      or
      right accruing under the Plan being subject to an excise tax under Section
      4999
      of the Code or being disallowed as a deduction under Section 280G of the
      Code. The determination of whether any reduction in the rights or payments
      under
      this Plan is to apply shall be made by the Company. The Participant shall
      cooperate in good faith with the Company in making such determination and
      providing any necessary information for this purpose.





**XIII.**  **SAVINGS
      CLAUSE**





This
      Plan
      is intended to comply in all respects with applicable law and regulations,
      including, (i) with respect to those Participants who are officers or
      directors for purposes of Section 16 of the Exchange Act, Rule 16b-3
      of the Securities and Exchange Commission, if applicable, and (ii) with
      respect to executive officers, Code Section 162(m). In case any one or more
      provisions of this Plan shall be held invalid, illegal, or unenforceable in
      any
      respect under applicable law and regulation (including Rule 16b-3 and Code
      Section 162(m)), the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby and the invalid,
      illegal, or unenforceable provision shall be deemed null and void; however,
      to
      the extent permitted by law, any provision that could be deemed null and void
      shall first be construed, interpreted, or revised retroactively to permit this
      Plan to be construed in compliance with all applicable law (including
      Rule 16b-3 and Code Section 162(m)) so as to foster the intent of this
      Plan. Notwithstanding anything herein to the contrary, with respect to
      Participants who are officers and directors for purposes of Section 16 of
      the Exchange Act, no grant of an Option to purchase Shares shall permit
      unrestricted ownership of Shares by the Participant for at least six (6) months
      from the date of the grant of such Option, unless the Board determines that
      the
      grant of such Option to purchase Shares otherwise satisfies the then current
      Rule 16b-3 requirements.





10


**XIV.**  **WITHHOLDING**





Except
      as
      otherwise provided by the Committee,





**A.**
            The
                Company shall have the power and right to deduct or withhold, or
                require a
                Participant to remit to the Company, an amount sufficient to satisfy
                federal, state, and local taxes required by law to be withheld with
                respect to any grant, exercise, or payment made under or as a result
                of
                this Plan; and





**B.**
            In
                the case of any taxable event hereunder, a Participant may elect,
                subject
                to the approval in advance by the Committee, to satisfy the withholding
                requirement, if any, in whole or in part, by having the Company withhold
                Shares of Common Stock that would otherwise be transferred to the
                Participant having a Fair Market Value, on the date the tax is to
                be
                determined, equal to the minimum marginal tax that could be imposed
                on the
                transaction. All elections shall be made in writing and signed by
                the
                Participant.





**XV.**  **EFFECTIVE
      DATE**





This
      Plan
      shall become effective upon adoption by the Board.





**XVI.**  **GOVERNING
      LAW**





This
      Plan
      shall be governed by the laws of the State of Florida and construed in
      accordance therewith.








Adopted
      as of this 12th day of April, 2005


Last
      amended as of April 12, 2006




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