EXHIBIT 10.1

                     RENEWABLE ASSETS, INC.

                     2005 STOCK OPTION PLAN

(As adopted by the Board of Directors and Shareholders as of the
                  15th day of September, 2005.

1.       Purposes.
         --------

          RENEWABLE  ASSETS,  INC., a Delaware  Corporation  (the
"Company"),  hereby  adopts  its  2005  Stock  Option  Plan  (the
"Plan").   The  Plan is intended to attract and retain  the  best
available  personnel for positions of substantial  responsibility
with  the  Company  and to provide additional incentive  to  such
persons  to  exert their maximum efforts toward its success.  The
Plan is also intended to provide and encourage stock ownership by
officers, directors, employees and consultants of the Company and
to  afford  such persons the right to increase their  proprietary
interest  in  the  Company.  The above aims will  be  effectuated
through  the granting of certain options ("Options") to  purchase
restricted shares of the Company's Common Stock, par value  $.001
per  share  ("Common Stock").  Under the Plan,  the  Company  may
grant  "incentive stock options" ("ISOs") within the  meaning  of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"),  or  Options which are not intended to  be  ISOs  ("Non-
Qualified Options").

2.       Administration of the Plan.
         --------------------------

          The  Plan  shall  be administered by a  committee  (the
"Committee")  consisting  of  a  minimum  of  two  (2)   persons,
appointed by the Board of Directors of the Company (the "Board of
Directors").  Within the limits of the express provisions of  the
Plan,  the Committee shall have the authority, in its discretion,
to take the following actions under the Plan:

         (a)  to  determine the  individuals  to  whom,  and  the
         time  or times at which, Options shall be granted,   the
         number  of shares of Common Stock to be subject to  each
         of  the  Options  and whether  such  Options   shall  be
         ISOs or  Non-Qualified Options;

         (b)  to interpret the Plan;

         (c)   to  prescribe,   amend   and  rescind   rules  and
         regulations  relating to the Plan;

         (d)  to  determine  the  terms and   provisions  of  the
         respective   stock option agreements granting   Options,
         including   the date or dates upon which  Options  shall
         become exercisable, which terms need not be identical;

         (e)   to  accelerate  the vesting  of   any  outstanding
         Options; and

         (f)  to  make  all other  determinations  and  take  all
         other   actions   necessary   or   advisable   for   the
         administration of the Plan.

     In  making such determinations, the Committee may take  into
account  the nature of the services rendered by such individuals,
and such other factors as the Committee, in its discretion, shall
deem  relevant. An individual to whom an Option has been  granted
under  the  Plan  is  referred to herein as an   "Optionee."  The
Committee's  determinations on the matters referred  to  in  this
Section 2 shall be conclusive.


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3.       Shares Subject to the Plan.
         --------------------------

         (a)  The  total   number of shares of shares  of  Common
         Stock  for which Options may be granted under  the  Plan
         shall be Two Million (2,000,000).

         (b)  The  Company  shall at all times while the Plan  is
         in  force  reserve such number  of  shares   of   Common
         Stock   as   will  be   sufficient   to   satisfy    the
         requirements  of  all outstanding  Options.  The  shares
         of  Common  Stock to be issued upon exercise of  Options
         shall  be authorized  and unissued or reacquired  shares
         of Common Stock.

         (c)   The  shares  of  Common  Stock  relating  to   the
         unexercised  portion  of  any  expired,  terminated   or
         canceled  Option shall thereafter be available  for  the
         grant of new Options under the Plan.

4.       Eligibility.
         -----------

         (a)  Options  may  be granted under  the  Plan  only  to
         directors,  employees and consultants  of  the  Company.
         The  term  "Company," when used in  the  context  of  an
         Optionee's  employment, shall be deemed to  include  the
         Company and its Subsidiaries, if any.

         (b) Nothing contained in the Plan shall be construed  to
         limit  the  right of the Company to grant stock  options
         otherwise  than  under  the Plan  for  proper  corporate
         purposes.

5.       Terms of Options.
         ----------------

     The  terms  of each Option granted under the Plan  shall  be
determined by the Committee consistent with the provisions of the
Plan, including the following:

         (a)  The  purchase price of the shares of  Common  Stock
         subject  to each Option shall be fixed by the Committee,
         in  its  discretion, at the time such Option if granted;
         provided, however, that in no event shall such  purchase
         price be less than the Fair Market Value (as defined  in
         paragraph  (g)  of  this Section 5)  of  the  shares  of
         Common Stock as of the date such Option is granted.

         (b)  The dates on which each Option (or portion thereof)
         shall  be  exercisable shall be fixed by the  Committee,
         in its discretion, at the time such Option is granted.

         (c)  The expiration of each Option shall be fixed by the
         Committee,  in its discretion, at the time  such  Option
         is  granted; provided, however, that no Option shall  be
         exercisable after the expiration of ten (10) years  from
         the  date of its grant and each Option shall be  subject
         to  earlier  termination as determined by the Committee,
         in its discretion, at the time such Option is granted.

         (d)  Options shall be exercised by the delivery  to  the
         Company  at  its  principal  office  or  at  such  other
         address   as   may  be  established  by  the   Committee
         (Attention:  Corporate Secretary) of written  notice  of
         the  number  of shares of Common Stock with  respect  to
         which  the  Option  is  being exercised  accompanied  by
         payment  in  full of the purchase price of such  shares.
         Unless  otherwise  determined by the  Committee  at  the
         time  of grant, payment for such shares may be made  (i)
         in  cash,  (ii)  by  certified check or  bank  cashier's
         check payable to the order of the Company.


<PAGE>  Exh. 10.1 - Pg. 2


         (e)  An Optionee shall not have any of the rights  of  a
         holder  of  the Common Stock with respect to the  shares
         of  Common Stock subject to an Option until such  shares
         are  issued to such Optionee upon the exercise  of  such
         Option.

         (f)  An option shall not be transferable, except by will
         or  the laws of descent and distribution, and during the
         lifetime  of an Optionee, may be exercised only  by  the
         Optionee.   No  Option granted under the Plan  shall  be
         subject to execution, attachment or other process.

         (g)  For the purposes of the Plan, the Fair Market Value
         of  the  Common  Stock  as  of  any  date  shall  be  as
         determined  by  the  Committee  and  such  determination
         shall   be  binding  upon  the  Company  and  upon   the
         Optionee.   The  Committee may make  such  determination
         (i)  if  the Common Stock is not then listed and  traded
         upon  a  recognized securities exchange, upon the  basis
         of  the mean between the bid and asked quotations on the
         relevant  date  (as  reported  by  a  recognized   stock
         quotation  service) or, if there are  no  such  bid  and
         asked  quotations on the relevant date,  then  upon  the
         basis  of  the mean between the bid and asked quotations
         on  the  date nearest the relevant date or (ii) in  case
         the  Common Stock is quoted on the National  Association
         of   Securities   Dealers  Automated  Quotation   System
         ("NASDAQ")  or listed on one or more national securities
         exchanges,   the Fair Market Value of the  Common  Stock
         as  of  any date shall be deemed to be the mean  between
         the   highest   and  lowest sale prices  of  the  Common
         Stock  reported  on   NASDAQ or the principal   national
         securities   exchange  on which  the  Common   Stock  is
         listed    and   traded  on  the  immediately   preceding
         date,  or,  if there is no such sale on that date,  then
         on  the  last preceding date, on which such a  sale  was
         reported.

6.       Special Provisions Applicable to ISOs.
         -------------------------------------

          The following special provisions shall be applicable to
ISOs granted under the Plan.

         (a)  No  ISOs shall be granted under the Plan after  ten
         (10) years from the earlier of (i) the date the Plan  is
         adopted,  or (ii) the date the Plan is approved  by  the
         Company's shareholders as provided in Section 9 hereof.

         (b)  If  an  ISO is granted to a person who  owns  stock
         possessing  more  than 10% of the total combined  voting
         power  of  all  classes of stock  of  the  Company,  the
         purchase  price  of  the shares subject  to  the  Option
         shall not be less than 110% of the Fair Market Value  of
         such shares as of the date such Option is granted.

         (c)  If  the  aggregate Fair Market Value of the  Common
         Stock  with  respect to which ISOs are  exercisable  for
         the  first  time by any Optionee during a calendar  year
         exceeds  $100,000, such ISOs shall be  treated,  to  the
         extent  of  such excess, as Non-Qualified Options.   For
         purposes  of  the  preceding sentence, the  Fair  Market
         Value  of  the Common Stock shall be determined  at  the
         time the ISOs covering such shares were granted.

7.       Adjustment upon Changes in Capitalization.
         -----------------------------------------

         (a)  In  the event that the outstanding shares of Common
         Shares   are   changed  by  reason  of   reorganization,
         reclassification, stock split, combination  or  exchange
         of  shares and the like, or dividends payable in  shares
         of  Common  Stock,  an appropriate adjustment  shall  be
         made  by the Committee in the aggregate number of shares
         of  Common  Stock available under the Plan  and  in  the
         number of shares of Common Stock and price per share  of
         Common  Stock  subject to outstanding  Options.  If  the
         Company shall be sold, reorganized, consolidated,  taken


<PAGE>  Exh. 10.1 - Pg. 3

         private, or merged with another corporation, or  if  all
         or  substantially all of the assets of the Company shall
         be   sold  or  exchanged  (a   "Corporate  Event"),   an
         Optionee  shall  at the time of issuance  of  the  stock
         under  such Corporate Event be entitled to receive  upon
         the  exercise of his Option the same number and kind  of
         shares of stock or the same amount of property, cash  or
         securities  as  he would have been entitled  to  receive
         upon  the occurrence of any such Corporate Event  as  if
         he  had  been,  immediately  prior to such  event,   the
         holder  of  the  number of Common Stock covered  by  his
         Option;  provided,  however, that the Committee may,  in
         its  discretion,  (i) accelerate the  exercisability  of
         outstanding  Options, and shorten the term thereof,   to
         any  date  prior  to  the occurrence of  such  Corporate
         Event,   or  (ii)  provide  for  the   cancellation   of
         outstanding  Options in exchange for cash equal  to  the
         aggregate   in-the-money  value of such Options  at  the
         time  of  such  Corporate Event, as  determined  in  its
         discretion.

         (b)  Any  adjustment under this Section 7 in the  number
         of  shares  of  Common Stock subject  to  Options  shall
         apply  proportionately to only the  unexercised  portion
         of  any  Option  granted hereunder.  If fractions  of  a
         share  would  result  from  any  such  adjustment,   the
         adjustment  shall  be revised to the  next  lower  whole
         number of shares.

8.       Termination, Modification and Amendment.
         ---------------------------------------

         (a)  The Plan (but not Options previously granted  under
         the  Plan) shall terminate ten  (10) years from the date
         of  its  adoption  by  the Board of  Directors,  and  no
         Option shall be granted after termination of the Plan.

         (b)  The  Plan  may at any time be terminated  or,  from
         time  to  time, be modified or amended by the  Board  of
         Directors;   provided,  however,  that  the   Board   of
         Directors   shall   not,   without   approval   by   the
         affirmative  vote of the holders of a  majority  of  the
         shares  of  the capital stock of the Company present  in
         person  or  by proxy and entitled to vote at  a  meeting
         duly  held in accordance with Delaware law, (i) increase
         (except as provided by Section 7) the maximum number  of
         shares  of  Common  Stock as to which   Options  may  be
         granted   under  the  Plan,   (ii)  reduce  the  minimum
         purchase   price at which  Options may be granted  under
         the  Plan, or (iii) change the class of persons eligible
         to receive Options under the Plan.

         (c)  No  termination, modification or amendment  of  the
         Plan  may adversely affect the rights conferred  by  any
         Options without the consent of the affected Optionee.

9.       Effectiveness of the Plan.
         -------------------------

    The Plan shall become effective upon adoption by the Board of
Directors  of  the  Company,  subject  to  the  approval  by  the
shareholders  of the Company.  Options may be granted  under  the
Plan  prior  to receipt of such approval, provided that,  in  the
event  such  approval is not obtained, the Plan and  all  Options
granted under the Plan shall be null and void and of no force and
effect.

10.      Not a Contract of Employment.
         ----------------------------

     Nothing  contained  in  this Plan or  in  any  stock  option
agreement executed pursuant to the Plan shall be deemed to confer
upon  any  Optionee  any right to remain in  the  employ  of  the
Company or any Subsidiary.


<PAGE>  Exh. 10.1 - Pg. 4


11.      Governing Law.
         -------------

     The  Plan  shall  be governed by the laws of  the  State  of
Florida  without  reference to principles  of  conflict  of  laws
thereof.

12.      Withholding.
         -----------

          As  a  condition  to the exercise of  any  Option,  the
Committee   may   require  that  an  Optionee  satisfy,   through
withholding from other compensation or otherwise, the full amount
of  federal, state and local income taxes required to be withheld
in connection with such exercise.





































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