Exhibit 10.1

PURE BIOFUELS CORP. 

2006 STOCK OPTION AND AWARD PLAN

PURE BIOFUELS CORP., a Nevada corporation (the "Company"), hereby adopts the Pure Biofuels Corp. 2006 Stock Option and Award Plan (the "Plan"), as approved by the board of directors of the Company (the "Board") on the 1st day of November, 2006, under which options to acquire stock of the Company or bonus stock may be granted from time to time to employees, including of officers and directors of the Company and/or its subsidiaries.  In addition, at the discretion of the Board or other administrator of this Plan, options to acquire stock of the Company or bonus stock may from time to time be granted under this Plan to other individuals who contribute to the success of the Company or its subsidiaries but who are not employees of the Company, all on the terms and conditions set forth herein.

1.         Purpose of the Plan.  The Plan is intended to aid the Company in maintainingand developing a management team, attracting qualified officers and employeescapable of assisting in the future success of the Company, and rewarding thoseindividuals who have contributed to the success of the Company. It is designedto aid the Company in retaining the services of executives and employees and inattracting new personnel when needed for future operations and growth and toprovide such personnel with an incentive to remain employees of the Company, touse their best efforts to promote the success of the Company's business, and toprovide them with an opportunity to obtain or increase a proprietary interest inthe Company. It is also designed to permit the Company to reward thoseindividuals who are not employees of the Company but who are perceived bymanagement as having contributed to the success of the Company or who areimportant to the continued business and operations of the Company. The aboveaims will be effectuated through the granting of options ("Options") to purchaseshares of common stock of the Company, par value $0.001 per share (the "Stock"),or the granting of awards of bonus stock ("Stock Awards"), all subject to theterms and conditions of this Plan. It is intended that the Options issuedpursuant to this Plan include, when designated as such at the time of grant,options which qualify as Incentive Stock Options ("Incentive Options") withinthe meaning of section 422 of the Internal Revenue Code of 1986, as amended (the"Code"), or any amendment or successor provision of like tenor.  Options notidentified as Incentive Options are deemed to be non-qualified stock options("NQ Options").  If the Company has a class of securities registered under theSecurities Exchange Act of 1934, as amended (the "Exchange Act"), it is intendedthat Options or Stock Awards granted pursuant to this Plan qualify for theexemption provided for in Rule 16b-3 ("Rule 16b-3") promulgated under theExchange Act or any amendment or successor rule of like tenor when granted inaccordance with the provisions of such rule.

2.         ShareholderApproval. The Plan shall become effective immediately on adoption by theBoard and awards under the Plan can be made at that time or at any subsequenttime. 

The Plan shallbe submitted to the Company's shareholders in the manner set forth below:

(a)        Within twelve months after the Plan has been adopted by the Board,the Plan shall be submitted for approval by those shareholders of the Companywho are entitled to vote on such matters at a duly held shareholders' meeting orapproved by the unanimous written consent of the holders of the issued andoutstanding Stock of the Company. If the Plan is presented at a shareholders'meeting, it shall be approved by the affirmative vote of the holders of amajority of the issued and outstanding Stock in attendance, in person or byproxy, at such meeting. Notwithstanding the foregoing, the Plan may be approvedby the shareholders in any other manner not inconsistent with the Company'sarticles of incorporation and bylaws, the applicable provisions of statecorporate laws, and the applicable provisions of the Code and regulationsadopted thereunder.

(b)        In the event the Plan is so approved, the secretary of the Companyshall, as soon as practicable following the date of final approval, prepare andattach to this Plan certified copies of all relevant resolutions adopted by theshareholders and the Board.

(c)        Failure to obtain shareholder approval on or before the date that istwelve months subsequent to the adoption of this Plan by the Board shall notaffect awards previously granted under the Plan; provided that, none of theOptions issued under this Plan will qualify as Incentive Options.

1

----

3.        Administrationof the Plan. Administration of the Plan shall be determined by the Board.Subject to compliance with applicable provisions of the governing law, the Boardmay delegate administration of the Plan or specific administrative duties withrespect to the Plan, on such terms and to such committees of the Board as itdeems proper. Any Option or Stock Award approved by the Board shall be approvedby a majority vote of those members of the Board in attendance at a meeting atwhich a quorum is present. Any Option or Stock Award approved by a committeedesignated by the Board shall be approved as specified by the Board at the timeof delegation. The interpretation and construction of the terms of the Plan bythe Board or a duly authorized committee shall be final and binding on allparticipants in the Plan absent a showing of demonstrable error. No member ofthe Board or duly authorized committee shall be liable for any action taken ordetermination made in good faith with respect to the Plan.

The Board's orduly authorized committee's determination under the Plan (including withoutlimitation determinations of the persons to receive Options or Stock Awards, theform, amount, and timing of such Options or Stock Awards, the terms andprovisions of such Options or Stock Awards, and the agreements evidencing same)need not be uniform and may be made by the Board or duly authorized committeeselectively among persons who receive, or are eligible to receive, Options orStock Awards under the Plan, whether or not such persons are similarly situated.

4.         Shares of Stock Subject to the Plan.  A total of 18,000,000 shares of Stockmay be subject to, or issued pursuant to, Options or Stock Awards granted underthe terms of this Plan. Any shares subject to an Option or Stock Award under thePlan, which Option or Stock Award for any reason expires or is forfeitedterminated, or surrendered unexercised as to such shares, shall be added back tothe total number of shares reserved for issuance under the terms of this Plan.If any right to acquire Stock granted under the Plan is exercised by thedelivery of shares of Stock or the relinquishment of rights to shares of Stock,only the net shares of Stock issued (the shares of Stock issued less the sharesof Stock surrendered) shall count against the total number of shares reservedfor issuance under the terms of this Plan.  The number of shares of Stocksubject to the Plan is subject to adjustment as set forth in Section 18 hereof.

5.         Reservationof Stock on Granting of Option.  At the time of granting any Option underthe terms of this Plan, there will be reserved for issuance on the exercise ofthe Option the number of shares of Stock of the Company subject to such Option.The Company may reserve either authorized but unissued shares or issued sharesthat have been reacquired by the Company.

6.         Eligibility.Options or Stock Awards under the Plan may be granted to employees, includingofficers, directors, consultants and advisors of the Company or itssubsidiaries, as may be existing from time to time, and to other individuals whoare not employees of the Company as may be deemed in the best interest of theCompany by the Board or a duly authorized committee. Such Options or StockAwards shall be in the amounts, and shall have the rights and be subject to therestrictions, as may be determined by the Board or a duly authorized committeeat the time of grant, all as may be within the general provisions of this Plan.

           The term "consultant" includes an individual (and includes a corporation forwhich that individual is an employee or shareholder, and a partnership of whichthat individual is an employee or partner) that (a) is engaged to provide on anongoing bona fide basis, consulting, technical, managerial or other services tothe Company or its subsidiaries, other than services provided in relation to adistribution or the offer or sale of securities in a capital-raisingtransaction; (b) provides the services under a written contract between theCompany or its subsidiaries and the individual; (c) in the reasonable opinion ofthe Company, spends or will spend a significant amount of time and attention onthe business and affairs of the Company or its subsidiaries; and (d) has arelationship with the Company or its subsidiaries that enables the individual tobe knowledgeable about the business and affairs of the Company.

7.         Term of Options and Certain Limitations on Right toExercise.

(a)        Each Option shall have the term established by the Board or dulyauthorized committee at the time the Option is granted but in no event may anOption have a term in excess of ten years.

(b)        The term of the Option, once it is granted, may be reduced only asprovided for in this Plan or under the written provisions of the Option.

2

(c)        Unless otherwise specifically provided by the written provisions ofthe Option, no holder or his or her legal representative, legatee, ordistributee will be, or shall be deemed to be, a holder of any shares subject toan Option unless and until the holder exercises his or her right to acquire allor a portion of the Stock subject to the Option and delivers the requiredconsideration to the Company in accordance with the terms of this Plan and theOption and then only to the extent of the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specificallyprovided by the written provisions of the Option, no adjustment to the exerciseprice or the number of shares of Stock subject to the Option shall be made fordividends or other rights for which the record date is prior to the date theStock subject to the Option is acquired by the holder.

(d)        Options under the Plan shall vest and become exercisable at such timeor times and on such terms as the Board or a duly authorized committee maydetermine at the time of the grant of the Option.

(e)        Options granted under the Plan shall contain such other provisions,including, without limitation, further restrictions on the vesting and exerciseof the Option, as the Board or a duly authorized committee shall deem advisable.

(f)         In no event may an Option be exercised after the expiration of itsterm.

8.        ExercisePrice. The exercise price of each Option issued under the Plan shall bedetermined by the Board or a duly authorized committee on the date of grant.

9.        PaymentExercise Price. The exercise of any Option shall be contingent on receipt bythe Company of cash, certified bank check to its order, or other considerationacceptable to the Company; provided that, at the discretion of the Board or aduly authorized committee, the written provisions of the Option may provide thatpayment can be made in whole or in part in shares of Stock of the Company thathave been owned by the optionee for more than six months or by the surrender ofOptions to acquire Stock from the Company that have been held for more than sixmonths, which Stock or Options shall be valued at their then fair market valueas determined by the Board or a duly authorized committee. Any considerationapproved by the Board or a duly authorized committee that calls for the paymentof the exercise price over a period of more than one year shall provide forinterest, which shall not be included as part of the exercise price, that isequal to or exceeds the imputed interest provided for in section 483 of the Codeor any amendment or successor section of like tenor.

10.       Withholding.If the grant of a Stock Award or the grant or exercise of an Option pursuant tothis Plan, or any other event in connection with any such grant or exercise,creates an obligation to withhold income and employment taxes pursuant to theCode or applicable state or local laws, such obligation may, at the discretionof the Board or a duly authorized committee at the time of the grant of theOption or Stock Award and to the extent permitted by the terms of the Option orStock Award and the then governing provisions of the Code and the Exchange Act,be satisfied (i) by the holder of the Option or Stock Award delivering to theCompany an amount of cash equal to such withholding obligation; (ii) by theCompany withholding from any compensation or other amount owing to the holder ofthe Option or Stock Award the amount (in cash, Stock, or other property as theCompany may determine) of the withholding obligation; (iii) by the Companywithholding shares of Stock subject to the Option or Stock Award with a fairmarket value equal to such obligation; or (iv) by the holder of the Option orStock Award either delivering shares of Stock that have been owned by the holderfor more than six months or canceling Options or other rights to acquire Stockfrom the Company that have been held for more than six months with a fair marketvalue equal to such requirements. In all events, delivery of shares of Stockissuable on exercise of the Option or on grant of the Stock Award shall beconditioned upon and subject to the satisfaction or making provision for thesatisfaction of the withholding obligation of the Company resulting from thegrant or exercise of the Option, grant of the Stock Award, or any other event. The Company shall be further authorized to take such other action as may benecessary, in the opinion of the Company, to satisfy all obligations for thepayment of such taxes.

11.       Non-QualifiedStock Options.  The Board or a duly authorized committee may grant NQOptions to persons eligible to participate in this Plan, in the amount, andsubject to the provisions determined by the Board or a duly authorizedcommittee.

3
12.       IncentiveOptions - Additional Provisions. In addition to the other restrictions andprovisions of this Plan, any Option granted hereunder that is intended to be anIncentive Option shall meet the following further requirements:

(a)        Exercise Price.  The exercise price of an Incentive Optionshall not be less than the fair market value of the Stock on the date of grantof the Incentive Option as determined by the Board or a duly authorizedcommittee based on the closing price for the Stock as quoted on a registerednational securities exchange or, if not listed on a national exchange or Nasdaq,over the five-day trading period immediately prior to the date of grant of suchIncentive Option, or, if not listed on such an exchange or included on Nasdaq,the closing price for the Stock as determined by the Board or a duly authorizedcommittee through any other reliable means of determination available on theclose of business on the trading day last preceding the date of grant of suchIncentive Option and permitted by the applicable provisions of the Code.

(b)        Exercise Price and Term - 10% Stockholder.  No IncentiveOption may be granted under the Plan to any individual that owns (either ofrecord or beneficially) Stock possessing more than 10% of the combined votingpower of the Company or any parent or subsidiary corporation unless both theexercise price is at least 110% of the fair market value of the Stock on thedate the Option is granted and the Incentive Option by its terms is notexercisable more than five years after the date it is granted.

(c)       Eligible Participants.  Incentive Options may be granted onlyto employees of the Company or its subsidiaries and only in connection with thatemployee's employment by the Company or the subsidiary. Notwithstanding theabove, directors and other individuals who have contributed to the success ofthe Company or its subsidiaries may be granted Incentive Options under the Plan,subject to, and to the extent permitted by, applicable provisions of the Codeand regulations promulgated thereunder, as they may be amended from time totime.

(d)        Maximum Value of Incentive Options. The aggregate fair marketvalue (determined as of the date the Incentive Option is granted) of the sharesof Stock with respect to which Incentive Options are exercisable for the firsttime by any individual during any calendar year under the Plan (and all otherplans of the Company and its subsidiaries) may not exceed $100,000.

(e)       Non-Transferability of Option.  No Incentive Option shall betransferable other than by will or the laws of descent and distribution andshall be exercisable, during the lifetime of the optionee, only by the optioneeto whom the Incentive Option is granted.

(g)        Certain Dispositions of Shares.  No individual acquiringshares of Stock pursuant to any Incentive Option granted under this Plan shallsell, transfer, or otherwise convey the Stock until after the date that is bothtwo years after the date the Incentive Option was granted and one year after thedate the Stock was acquired pursuant to the exercise of the Incentive Option. Ifany individual makes a disqualifying disposition, he or she shall notify theCompany within 30 days of such transaction.

(h)        Expiration of Incentive Option.  No Incentive Option may beexercised unless the holder was, within three months of such exercise, and hadbeen since the date the Incentive Option was granted, an eligible employee ofthe Company as specified in the applicable provisions of the Code, unless theemployment was terminated as a result of the death or disability (as defined inthe Code and the regulations promulgated thereunder as they may be amended fromtime to time) of the employee or the employee dies within three months of thetermination. In the event of termination as a result of disability, the holdershall have a one year period following termination in which to exercise theIncentive Option.  In the event of death of the holder, the Incentive Optionmust be exercised within six months after the issuance of letters testamentaryor administration or the appointment of an administrator, executor, or personalrepresentative, but not later than one year after the date of termination ofemployment. An authorized absence or leave approved by the Board or a dulyauthorized committee for a period of 90 days or less shall not be considered aninterruption of employment for any purpose under the Plan.  If the holder'semployment was terminated for any reason, except disability or death, anIncentive Option, to the extent unexercised and exercisable by the holder on thedate on which the holder's employment was terminated, may be exercised by theholder at any time prior to the expiration of thirty (30) days (or 

4

such longerperiod of time as determined by the Board, in its discretion) after the date onwhich the holder's employment terminated, but in no event any later than theexpiration of the Incentive Option set out in the Award Agreement.  

(i)         Conformation to Code.  All Incentive Options shall be deemedto contain such other limitations and restrictions as are necessary to conformthe Incentive Option to the requirements for "incentive stock options" asdefined in section 422 of the Code, or any amendment or successor statute oflike tenor.

All of theforegoing restrictions and limitations are based on the governing provisions ofthe Code as of the date of adoption of this Plan. If at any time the Code isamended to permit the qualification of an Option as an incentive stock optionwithout one or more of the foregoing restrictions or limitations or the terms ofsuch restrictions or limitations are modified, the Board or a duly authorizedcommittee may grant Incentive Options, and may modify outstanding IncentiveOptions in accordance with such changes, all to the extent that such action bythe Board or duly authorized committee does not disqualify the Options fromtreatment as incentive stock options under the provisions of the Code as may beamended from time to time.

13.        Stock Awards. The Board or a duly authorized committee may grant StockAwards to individuals eligible to participate in this Plan, in the amount, andsubject to the provisions determined by the Board or a duly authorizedcommittee. The Board or a duly authorized committee shall notify in writing eachperson selected to receive a Stock Award hereunder as soon as practicable afterhe or she has been so selected and shall inform such person of the number ofshares he or she is entitled to receive, the approximate date on which suchshares will be issued, and the Forfeiture Restrictions applicable to suchshares. (For purposes hereof, the term "Forfeiture Restrictions" shall mean anyprohibitions against sale or other transfer of shares of Stock granted under thePlan and the obligation of the holder to forfeit his or her ownership of orright to such shares and to surrender such shares to the Company on theoccurrence of certain conditions.) The Board or a duly authorized committee may,at its discretion, require the payment in cash to the Company by the awardrecipient of the par value of the Stock. The shares of Stock issued pursuant toa Stock Award shall not be sold, exchanged, transferred, pledged, hypothecated,or otherwise disposed of during such period or periods of time which the Boardor a duly authorized committee shall establish at the time of the grant of theStock Award. If a Stock Award is made to an employee of the Company or itssubsidiaries, the employee shall be obligated for no consideration other thanthe amount, if any, of the par value paid in cash for such shares, to forfeitand surrender such shares as he or shall have received under the Plan which arethen subject to Forfeiture Restrictions to the Company if he or she is no longeran employee of the Company or its subsidiaries for any reason; provided that, inthe event of termination of the employee's employment by reason of death ortotal and permanent disability, the Board or duly authorized committee, in itssole discretion, may cancel the Forfeiture Restrictions. Certificatesrepresenting shares subject to Forfeiture Restrictions shall be appropriatelylegend as determined by the Board or a duly authorized committee to reflect theForfeiture Restrictions, and the Forfeiture Restrictions shall be binding on anytransferee of the shares.

14.        Awards to Directors and Officers. To the extent the Company has a class ofsecurities registered under the Exchange Act, Options or Stock Awards grantedunder the Plan to directors and officers (as used in Rule 16b-3 promulgatedunder the Exchange Act or any amendment or successor rule of like tenor)intended to qualify for the exemption from section 16(b) of the Exchange Actprovided in Rule 16b-3 shall, in addition to being subject to the otherrestrictions and limitations set forth in this Plan, be made as follows:

(a)        A transaction whereby there is a grant of an Option or Stock Awardpursuant to this Plan must satisfy one of the following:

(i)         The transaction must be approved by the Board or a dulyauthorized committee composed solely of two or more non-employee directors ofthe Company (as defined in Rule 16b-3); 

(ii)         The transaction must be approved or ratified, in compliancewith section 14 of the Exchange Act, by either: the affirmative vote of theholders of a majority of the securities of the Company present or representedand entitled to vote at a meeting of the shareholders of the Company held inaccordance with the applicable laws of the state of incorporation of theCompany; or, if allowed by applicable state law, the written consent of theholders of a majority, or such greater percentage as may be required byapplicable laws of the state of incorporation of the Company, 

5

of thesecurities of the Company entitled to vote. If the transaction is ratified bythe shareholders, such ratification must occur no later than the date of thenext annual meeting of shareholders; or

(iii)        The Stock acquired must be held by the officer or directorfor a period of six months subsequent to the date of the grant; provided that,if the transaction involves a derivative security (as defined in section 16 ofthe Exchange Act), this condition shall be satisfied if at least six monthselapse from the date of acquisition of the derivative security to the date ofdisposition of the derivative security (other than on exercise or conversion) orits underlying equity security. 

(b)        Any transaction involving the disposition to the Company of itssecurities in connection with Options or Stock Awards granted pursuant to thisPlan shall:

(i)         be approved by the Board or a duly authorized committeecomposed solely of two or more non-employee directors; or

(ii)         be approved or ratified, in compliance with section 14 ofthe Exchange Act, by either: the affirmative vote of the holders of a majorityof the securities of the Company present, or represented, and entitled to voteat a meeting duly held in accordance with the applicable laws of the state ofincorporation of the Company or, if allowed by applicable state law, the writtenconsent of the holders of a majority, or such greater percentage as may berequired by applicable laws of the state of incorporation of the Company, of thesecurities of the Company entitled to vote; provided that, such ratificationoccurs no later than the date of the next annual meeting of shareholders.

All of theforegoing restrictions and limitations are based on the governing provisions ofthe Exchange Act and the rules and regulations promulgated thereunder as of thedate of adoption of this Plan. If at any time the governing provisions areamended to permit an Option to be granted or exercised or Stock Award to begranted pursuant to Rule 16b-3 or any amendment or successor rule of like tenorwithout one or more of the foregoing restrictions or limitations, or the termsof such restrictions or limitations are modified, the Board or a duly authorizedcommittee may award Options or Stock Awards to directors and officers, and maymodify outstanding Options or Stock Awards, in accordance with such changes, allto the extent that such action by the Board or a duly authorized committee doesnot disqualify the Options or Stock Awards from exemption under the provisionsof Rule 16b-3 or any amendment or successor rule of similar tenor.

15.            Assignment. At the time of grant of an Option or Stock Award,the Board or duly authorized Committee, in its sole discretion, may imposerestrictions on the transferability of such Option or Stock Award and providethat such Option shall not be transferable other than by will or the laws ofdescent and distribution or pursuant to a qualified domestic relations order asdefined in the Code and that, except as permitted by the foregoing, such Optionsor Stock Awards, granted under the Plan and the rights and privileges therebyconferred shall not be transferred, assigned, pledged, or hypothecated in anyway (whether by operation of law or otherwise), and shall not be subject toexecution, attachment, or similar process. On any attempt to transfer, assign,pledge, hypothecate, or otherwise dispose of the Option or Stock Award, or ofany right or privilege conferred thereby, contrary to the provisions thereof, oron the levy of any attachment or similar process on such rights and privileges,the Option or Stock Award and such rights and privileges shall immediatelybecome null and void.

16.           Additional Terms and Provisions of Awards. The Board or duly authorizedcommittee shall have the right to impose additional limitations on individualawards under the Plan. For example, and without limiting the authority of theBoard or a duly authorized committee, an individual award may be conditioned oncontinued employment for a specified period or may be voided based on the awardholder's gross negligence in the performance of his or her duties, substantialfailure to meet written standards established by the Company for the performanceof his or her duties, criminal misconduct, or willful or gross misconduct in theperformance of his or her duties. In addition, the Board or a duly authorizedcommittee may establish additional rights in the holders of individual awards atthe time of grant. For example, and without limiting the authority of the Boardor a duly authorized committee, an individual award may include the right toimmediate payment of the value inherent in the award on the occurrence ofcertain events such as a change in control of the Company, all on the terms andconditions set forth in the award at the time of grant.  The Board or a dulyauthorized committee may, 

6

at the time ofthe grant of the Option or Stock Award, establish any other terms, restrictions,or provisions on the exercise of an Option or the holding of Stock subject tothe Stock Award as it deems appropriate. All such terms, restrictions, andprovisions must be set forth in writing at the time of grant in order to beeffective. 

17.        Dilution or Other Adjustment.  The maximum number of shares as to whichOptions and Stock Awards may be granted under this Plan; and the terms ofoutstanding Options and Stock Awards; and the per individual limitations on thenumber of shares of Common Stock for which Options and Stock Awards may begranted shall be adjusted as the Board shall determine to be equitably requiredin the event that (a) the Company (i) effects one or more stock dividends, stocksplit-ups, subdivisions or consolidations of shares or (ii) engages in atransaction to which Section 424 of the Code applies; or (b) there occurs anyother event which, in the judgment of the Board necessitates such action.  Anydetermination made under this Section 17 by the Board shall be final andconclusive.

The issuanceby the Company of shares of stock of any class, or securities convertible intoshares of stock of any class, for cash or property, or for labor or services,either upon direct sale or upon the exercise of rights or warrants to subscribetherefore, or upon conversion of shares or obligations of the Companyconvertible into such shares or other securities, shall not affect, and noadjustment by reason thereof shall be made with respect to, the maximum numberof shares as to which Options and Stock Awards may be granted, the perindividual limitations on the number of shares of Common Stock for which Optionsand Stock Awards may be granted or the terms of outstanding Options and StockAwards.

18.        Options or Stock Awards to Foreign Nationals. The Board or a duly authorizedcommittee may, in order to fulfill the purposes of this Plan and withoutamending the Plan, grant Options or Stock Awards to foreign nationals orindividuals residing in foreign countries that contain provisions, restrictions,and limitations different from those set forth in this Plan and the Options orStock Awards made to United States residents in order to recognize differencesamong the countries in law, tax policy, and custom. Such grants shall be made inan attempt to provide such individuals with essentially the same benefits ascontemplated by a grant to United States residents under the terms of this Plan.

19.        Listing and Registration of Shares. Unless otherwise expressly provided onthe granting of an award under this Plan, the Company shall have no obligationto register any securities issued pursuant to this Plan or issuable on theexercise of Options granted hereunder. Each award shall be subject to therequirement that if at any time the Board or a duly authorized committee shalldetermine, in its sole discretion, that it is necessary or desirable to list,register, or qualify the shares covered thereby on any securities exchange orunder any state or federal law, or obtain the consent or approval of anygovernmental agency or regulatory body as a condition of, or in connection with,the granting of such award or the issuance or purchase of shares thereunder,such award may not be made or exercised in whole or in part unless and untilsuch listing. registration, consent, or approval shall have been effected orobtained free of any conditions not acceptable to the Board or a duly authorizedcommittee.

20.        Expiration and Termination of the Plan. The Plan may be abandoned orterminated at any time by the Board or a duly authorized committee except withrespect to any Options or Stock Awards then outstanding under the Plan. The Planshall otherwise terminate on the earlier of the date that is: (i) ten yearsafter the date the Plan is adopted by the Board; or (ii) ten years after thedate the Plan is approved by the shareholders of the Company.  Options and StockAwards granted before that date shall remain valid in accordance with theirterms.

21.        Form of Awards. Awards granted under the Plan shall be represented by awritten agreement (the "Award Agreement") which shall be executed by the Companyand which shall contain such terms and conditions as may be determined by theBoard or a duly authorized committee and permitted under the terms of this Plan.Option agreements evidencing Incentive Options shall contain such terms andconditions, among others, as may be necessary in the opinion of the Board or aduly authorized committee to qualify them as incentive stock options undersection 422 of the Code or any amendment or successor statute of like tenor.

22.        No Right of Employment. Nothing contained in this Plan or any Option orStock Award shall be construed as conferring on a director, officer, or employeeany right to continue or remain as a director, officer, or employee of theCompany or its subsidiaries.

7

23.        Leaves of Absence. The Board or duly authorized committee shall be entitledto make such rules, regulations, and determinations as the Board or dulyauthorized committee deems appropriate under the Plan in respect of any leave ofabsence taken by the recipient of any Option or Stock Award. Without limitingthe generality of the foregoing, the Board or duly authorized committee shall beentitled to determine (a) whether or not any such leave of absence shallconstitute a termination of employment within the meaning of the Plan, and (b)the impact, if any, of any such leave of absence on any Option or Stock Awardunder the Plan theretofore made to any recipient who takes such leave ofabsence.

24.         Governing Law.  The Plan shall be governed by the laws of the State ofNevada.

25.        Amendment of the Plan. The Board or a duly authorized committee maymodify and amend the Plan in any respect; provided, however, that to the extentsuch amendment or modification would cause the Plan to no longer comply with theapplicable provisions of the Code with respect to Incentive Options, suchamendment or modification shall also be approved by the shareholders of theCompany. Subject to the foregoing and, if the Company is subject to theprovisions of 16(b) of the Exchange Act, the limitations of Rule 16b-3promulgated under the Exchange Act or any amendment or successor rule of liketenor, the Plan shall be deemed to be automatically amended as is necessary

(i)         with respect to the issuance of Incentive Options, tomaintain the Plan in compliance with the provisions of section 422 of the Code,and regulations promulgated thereunder from time to time, or any amendment orsuccessor statute thereto, and 

(ii)         with respect to Options or Stock Awards granted to officersand directors of the Company, to maintain the awards made under the Plan incompliance with the provisions of Rule 16b-3 promulgated under the Exchange Actor any amendment or successor rule of like tenor.

DATED AS OFTHE DATE FIRST ABOVE WRITTEN:

ATTEST:

/s/ Luis Goyzueta                          By Luis Goyzueta, CEO & President

8