Exhibit 10.1 2006 Non-Statutory Stock Option Plan


    Exhibit
      10.1 

    


    INTERNATIONAL
      FOOD AND WINE CONSULTANTS, INC.

    


    2006
      NON-STATUTORY STOCK OPTION PLAN 

    


    1.
       Purpose
      of this Plan 

    


    This
      Non-Statutory Stock Option Plan (the "Plan") is intended as an employment
      incentive, to aid in attracting and retaining in the employ or service of
      INTERNATIONAL FOOD AND WINE CONSULTANTS, INC. (the "Company"), a Nevada
      corporation, and any Affiliated Corporation, persons of experience and ability
      and whose services are considered valuable, to encourage the sense of
      proprietorship in such persons, and to stimulate the active interest of such
      persons in the development and success of the Company. This Plan provides for
      the issuance of non-statutory stock options ("NSOs" or "Options") which are
      not
      intended to qualify as "incentive stock options" within the meaning of Section
      422 of the Internal Revenue Code of 1986, as amended (the "Code"). 

    


    2.  Administration
      of this Plan 

    


    The
      Company's Board of Directors ("Board") may appoint and maintain as administrator
      of this Plan the Compensation Committee (the "Committee") of the Board which
      shall consist of at least three members of the Board. Until such time as the
      Committee is duly constituted, the Board itself shall have and fulfill the
      duties herein allocated to the Committee. The Committee shall have full power
      and authority to designate Plan participants, to determine the provisions and
      terms of respective NSOs (which need not be identical as to number of shares
      covered by any NSO, the method of exercise as related to exercise in whole
      or in
      installments, or otherwise), including the NSO price, and to interpret the
      provisions and supervise the administration of this Plan. The Committee may,
      in
      its discretion, provide that certain NSOs not vest (that is, become exercisable)
      until expiration of a certain period after issuance or until other conditions
      are satisfied, so long as not contrary to this Plan. 

    


    A
      majority of the members of the Committee shall constitute a quorum. All
      decisions and selections made by the Committee pursuant to this Plan's
      provisions shall be made by a majority of its members. Any decision reduced
      to
      writing and signed by all of the members shall be fully effective as if it
      had
      been made by a majority at a meeting duly held. The Committee shall select
      one
      of its members as its chairman and shall hold its meetings at such times and
      places as it deems advisable. If at any time the Board shall consist of seven
      or
      more members, then the Board may amend this Plan to provide that the Committee
      shall consist only of Board members who shall not have been eligible to
      participate in this Plan (or similar stock or stock option plan) of the Company
      or its affiliates at any time within one year prior to appointment to the
      Committee. 

    

      
        
           

        

        
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    All
      NSOs
      granted under this Plan are subject to, and may not be exercised before, the
      approval of this Plan by the holders of a majority of the Company's outstanding
      shares, and if such approval is not obtained, all NSOs previously granted shall
      be void. Each NSO shall be evidenced by a written agreement containing terms
      and
      conditions established by the Committee consistent with the provisions of this
      Plan. 

    


    3. Designation
      of Participants 

    


    The
      persons eligible for participation in this Plan as recipients of NSOs shall
      include full-time and part-time employees (as determined by the Committee)
      and
      officers of the Company or of an Affiliated Corporation. In addition, directors
      of the Company or any Affiliated Corporation who are not employees of the
      Company or an Affiliated Corporation and any attorney, consultant or other
      adviser to the Company or any Affiliated Corporation shall be eligible to
      participate in this Plan. For all purposes of this Plan, any director who is
      not
      also a common law employee and is granted an option under this Plan shall be
      considered an "employee" until the effective date of the director's resignation
      or removal from the Board of Directors, including removal due to death or
      disability. The Committee shall have full power to designate, from among
      eligible individuals, the persons to whom NSOs may be granted. A person who
      has
      been granted an NSO hereunder may be granted an additional NSO or NSOs, if
      the
      Committee shall so determine. The granting of an NSO shall not be construed
      as a
      contract of employment or as entitling the recipient thereof to any rights
      of
      continued employment. 

    


    4. Stock
      Reserved for this Plan 

    


    Subject
      to adjustment as provided in Paragraph 9 below, a total of 1,500,000 shares
      of
      Common Stock ("Stock"), of the Company shall be subject to this Plan. The Stock
      subject to this Plan shall consist of un-issued shares or previously issued
      shares reacquired and held by the Company or any Affiliated Corporation, and
      such amount of shares shall be and is hereby reserved for sale for such purpose.
      Any of such shares which may remain unsold and which are not subject to
      outstanding NSOs at the termination of this Plan shall cease to be reserved
      for
      the purpose of this Plan, but until termination of this Plan, the Company shall
      at all times reserve a sufficient number of shares to meet the requirements
      of
      this Plan. Should any NSO expire or be canceled prior to its exercise in full,
      the unexercised shares theretofore subject to such NSO may again be subjected
      to
      an NSO under this Plan. 

    


    5. Option
      Price 

    


    The
      purchase price of each share of Stock placed under NSO shall not be less than
      ten percent (10%) of the fair market value of such share on the date the NSO
      is
      granted. The fair market value of a share on a particular date shall be deemed
      to be the average of either (i) the highest and lowest prices at which shares
      were sold on the date of grant, if traded on a national securities exchange,
      (ii) the high and low prices reported in the consolidated reporting system,
      if
      traded on a "last sale reported" system, such as NASDAQ, or (iii) the high
      bid
      and high asked price for over-the-counter securities. If no transactions in
      the
      Stock occur on the date of grant, the fair market value shall be determined
      as
      of the next earliest day for which reports or quotations are available. If
      the
      common shares are not then quoted on any exchange or in any quotation medium
      at
      the time the option is granted, then the Board of Directors or Committee will
      use its discretion in selecting a good faith value believed to represent fair
      market value based on factors then known to them. The cash proceeds from the
      sale of Stock are to be added to the general funds of the Company.



    
      
         

      

      
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    6. Exercise
      Period 

    


    
      	 	
              a.

            	
              The
                NSO exercise period shall be a term of not more than ten (10) years
                from
                the date of granting of each NSO and shall automatically terminate:
                

            


    

    


    
      	 	
              1.

            	
              Upon
                termination of the optionee's employment with the Company for cause;
                

            


    

    


    
      	 	
              2.

            	
              At
                the expiration of twelve (12) months from the date of termination
                of the
                optionee's employment with the Company for any reason other than
                death,
                without cause; provided, that if the optioned dies within such twelve
                month period, sub-clause (iii) below shall apply; or
                

            


    

    


    
      	 	
              3.

            	
              At
                the expiration of fifteen (15) months after the date of death of
                the
                optioned. 

            


    

    


    
      	 	
              b.

            	
              "Employment
                with the Company" as used in this Plan shall include employment with
                any
                Affiliated Corporation, and NSOs granted under this Plan shall not
                be
                affected by an employee's transfer of employment among the Company
                and any
                Parent or Subsidiary thereof. An optionee's employment with the Company
                shall not be deemed interrupted or terminated by a bona fide leave
                of
                absence (such as sabbatical leave or employment by the Government)
                duly
                approved, military leave, maternity leave or sick leave.
                

            


    

    


    7. Exercise
      of Options 

    


    
      	 	
              a.

            	
              The
                Committee, in granting NSOs, shall have discretion to determine the
                terms
                upon which NSOs shall be exercisable, subject to applicable provisions
                of
                this Plan. Once available for purchase, un-purchased shares of Stock
                shall
                remain subject to purchase until the NSO expires or terminates in
                accordance with Paragraph 6 above. Unless otherwise provided in the
                NSO,
                an NSO may be exercised in whole or in part, one or more times, but
                no NSO
                may be exercised for a fractional share of Stock.
                

            


    

    


    
      	 	
              b.

            	
              NSOs
                may be exercised solely by the optioned during his lifetime, or after
                his
                death (with respect to the number of shares which the optioned could
                have
                purchased at the time of death) by the person or persons entitled
                thereto
                under the decedent's will or the laws of descent and distribution.
                

            


    


    
      
         

      

      
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              c.

            	
              The
                purchase price of the shares of Stock as to which an NSO is exercised
                shall be paid in full at the time of exercise and no shares of Stock
                shall
                be issued until full payment is made therefore. Payment shall be
                made
                either (i) in cash, represented by bank or cashier's check, certified
                check or money order or (ii) in lieu of payment for bona fide services
                rendered, and such services were not in connection with the offer
                or sale
                of securities in a capital raising transaction, (iii) by delivering
                shares
                of the Company's Common Stock which have been beneficially owned
                by the
                optioned, the optionee's spouse, or both of them for a period of
                at least
                six (6) months prior to the time of exercise (the "Delivered Stock")
                in a
                number equal to the number of shares of Stock being purchased upon
                exercise of the NSO or (iv) by delivery of shares of corporate stock
                which
                are freely tradable without restriction and which are part of a class
                of
                securities which has been listed for trading on the NASDAQ system
                or a
                national securities exchange, with an aggregate fair market value
                equal to
                or greater than the exercise price of the shares of Stock being purchased
                under the NSO, or (v) a combination of cash, services, Delivered
                Stock or
                other corporate shares. An NSO shall be deemed exercised when written
                notice thereof, accompanied by the appropriate payment in full, is
                received by the Company. No holder of an NSO shall be, or have any
                of the
                rights and privileges of, a shareholder of the Company in respect
                of any
                shares of Stock purchasable upon exercise of any part of an NSO unless
                and
                until certificates representing such shares shall have been issued
                by the
                Company to him or her. 

            


    

    


    8. Assignability 

    


    No
      NSO
      shall be assignable or otherwise transferable (by the optioned or otherwise)
      except by will or the laws of descent and distribution or except as permitted
      in
      accordance with SEC Release No.33-7646 as effective April 7, 1999 and in
      particular that portion thereof which expands upon transferability as is
      contained in Article III entitled "Transferable Options and Proxy Reporting"
      as
      indicated in Section A 1 through 4 inclusive and Section B thereof. No NSO
      shall
      be pledged or hypothecated in any manner, whether by operation of law or
      otherwise, nor be subject to execution, attachment or similar process.


    


    9. Reorganizations
      and Recapitalizations of the Company 

    


    
      	 	
              a.

            	
              The
                existence of this Plan and NSOs granted hereunder shall not affect
                in any
                way the right or power of the Company or its shareholders to make
                or
                authorize any and all adjustments, recapitalizations, reorganizations
                or
                other changes in the Company's capital structure or its business,
                or any
                merger or consolidation of the Company, or any issue of bonds, debentures,
                preferred or prior preference stocks ahead of or affecting the Company's
                Common Stock or the rights thereof, or the dissolution or liquidation
                of
                the Company, or any sale, exchange or transfer of all or any part
                of its
                assets or business, or the other corporation act or proceeding, whether of
                a similar character or otherwise.


            


    


    
      
         

      

      
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              b.

            	
              The
                shares of Stock with respect to which NSOs may be granted hereunder
                are
                shares of the Common Stock of the Company as currently constituted.
                If,
                and whenever, prior to delivery by the Company of all of the shares
                of
                Stock which are subject to NSOs granted hereunder, the Company shall
                effect a subdivision or consolidation of shares or other capital
                readjustment, the payment of a Stock dividend, a stock split, combination
                of shares (reverse stock split) or recapitalization or other increase
                or
                reduction of the number of shares of the Common Stock outstanding
                without
                receiving compensation therefore in money, services or property,
                then the
                number of shares of Stock available under this Plan and the number
                of
                shares of Stock with respect to which NSOs granted hereunder may
                thereafter be exercised shall (i) in the event of an increase in
                the
                number of outstanding shares, be proportionately increased, and the
                cash
                consideration payable per share shall be proportionately reduced;
                and (ii)
                in the event of a reduction in the number of outstanding shares,
                be
                proportionately reduced, and the cash consideration payable per share
                shall be proportionately increased.


            


    

    


    
      	 	
              c.

            	
              If
                the Company is reorganized, merged, consolidated or party to a plan
                of
                exchange with another corporation pursuant to which shareholders
                of the
                Company receive any shares of stock or other securities, there shall
                be
                substituted for the shares of Stock subject to the unexercised portions
                of
                outstanding NSOs an appropriate number of shares of each class of
                stock or
                other securities which were distributed to the shareholders of the
                Company
                in respect of such shares of Stock in the case of a reorganization,
                merger, consolidation or plan of exchange; provided, however, that
                all
                such NSOs may be canceled by the Company as of the effective date
                of a
                reorganization, merger, consolidation, plan of exchange, or any
                dissolution or liquidation of the Company, by giving notice to each
                optioned or his personal representative of its intention to do so
                and by
                permitting the purchase of all the shares subject to such outstanding
                NSOs
                for a period of not less than thirty (30) days during the sixty (60)
                days
                next preceding such effective date.


            


    

    


    
      	 	
              d.

            	
              Except
                as expressly provided above, the Company's issuance of shares of
                Stock of
                any class, or securities convertible into shares 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 subscribe therefor, or
                upon
                conversion of shares or obligations of the Company convertible into
                shares
                of Stock or other securities, shall not affect, and no adjustment
                by
                reason thereof shall be made with respect to, the number of shares
                of
                Stock subject to NSOs granted hereunder or the purchase price of
                such
                shares. 

            


    

    

      
        
           

        

        
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    10. Purchase
      for Investment 

    


    Unless
      the shares of Stock covered by this Plan have been registered under the
      Securities Act of 1933, as amended, each person exercising an NSO under this
      Plan may be required by the Company to give a representation in writing that
      he
      is acquiring such shares for his own account for investment and not with a
      view
      to, or for sale in connection with, the distribution of any part thereof.


    


    11. Effective
      Date and Expiration of this Plan 

    


    This
      Plan
      shall be effective as of July 15, 2006 the date of its adoption by the Board,
      subject to the approval of the Company's shareholders, and no NSO shall be
      granted pursuant to this Plan after its expiration. This Plan shall expire
      on
      July 15. 2015 except as to NSOs then outstanding, which shall remain in effect
      until they have expired or been exercised. 

    


    12. Amendments
      or Termination 

    


    The
      Board
      may amend, alter or discontinue this Plan at any time in such respects as it
      shall deem advisable in order to conform to any change in any other applicable
      law, or in order to comply with the provisions of any rule or regulation of
      the
      Securities and Exchange Commission required to exempt this Plan or any NSOs
      granted thereunder from the operation of Section 16(b) of the Securities
      Exchange Act of 1934, as amended ("Exchange Act"), or in any other respect
      not
      inconsistent with Section 16(b) of the Exchange Act; provided, that no amendment
      or alteration shall be made which would impair the rights of any participant
      under any NSO theretofore granted, without his consent (unless made solely
      to
      conform such NSO to, and necessary because of, changes in the foregoing laws,
      rules or regulations), and except that no amendment or alteration shall be
      made
      without the approval of shareholders which would: 

    


    
      	 	
              a.

            	
              Decrease
                the NSO price provided for in Paragraph 5 (except as provided in
                Paragraph
                9), or change the classes of persons eligible to participate in this
                Plan
                as provided in Paragraph 3; or 

            


    

    


    
      	 	
              b.

            	
              Extend
                the NSO period provided for in Paragraph 6; or


            


    

    


    
      	 	
              c.

            	
              Materially
                increase the benefits accruing to participants under this Plan; or
                

            


    

    


    
      	 	
              d.

            	
              Materially
                modify the requirements as to eligibility for participation in this
                Plan;
                or 

            


    

    


    
      	 	
              e.

            	
              Extend
                the expiration date of this Plan as set forth in Paragraph 11.
                

            


    

     

    
      
         

      

      
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    13. Government
      Regulations 

    


    This
      Plan, and the granting and exercise of NSOs hereunder, and the obligation of
      the
      Company to sell and deliver shares of Stock under such NSOs, shall be subject
      to
      all applicable laws, rules and regulations, and to such approvals by any
      governmental agencies or national securities exchanges as may be required.
      

    


    14. Liability 

    


    No
      member
      of the Board of Directors, the Committee or officers or employees of the Company
      or any Affiliated Corporation shall be personally liable for any action,
      omission or determination made in good faith in connection with this Plan.
      

    


    15. Miscellaneous.
      

     

    The
      term
      "Affiliated Corporation" used herein shall mean any Parent or Subsidiary.


    


    
      	 	
              a.

            	
              The
                term "Parent" used herein shall mean any corporation owning 50 percent
                or
                more of the total combined voting stock of all classes of the Company
                or
                of another corporation qualifying as a Parent within this definition.
                

            


    

    


    
      	 	
              b.

            	
              The
                term "Subsidiary" used herein shall mean any corporation more than
                50
                percent of whose total combined voting stock of all classes is held
                by the
                Company or by another corporation qualifying as a Subsidiary within
                this
                definition. 

            


    

    


    16. Options
      in Substitution for Other Options 

    


    The
      Committee may, in its sole discretion, at any time during the term of this
      Plan,
      grant new options to an employee under this Plan or any other stock option
      plan
      of the Company on the condition that such employee shall surrender for
      cancellation one or more outstanding options which represent the right to
      purchase (after giving effect to any previous partial exercise thereof) a number
      of shares, in relation to the number of shares to be covered by the new
      conditional grant hereunder, determined by the Committee. If the Committee
      shall
      have so determined to grant such new options on such a conditional basis ("New
      Conditional Options"), no such New Conditional Option shall become exercisable
      in the absence of such employee's consent to the condition and surrender and
      cancellation as appropriate. New Conditional Options shall be treated in all
      respects under this Plan as newly granted options. Option may be granted under
      this Plan from time to time in substitution for similar rights held by employees
      of other corporations who are about to become employees of the Company or an
      Affiliated Corporation, or the merger or consolidation of the employing
      corporation with the Company or an Affiliated Corporation, or the acquisition
      by
      the Company or an Affiliated Corporation of the assets of the employing
      corporation, or the acquisition by the Company or an Affiliated Corporation
      of
      stock of the employing corporation as the result of which it becomes an
      Affiliated Corporation. 


    
      
         

      

      
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    17. Withholding
      Taxes 

    


    Pursuant
      to applicable federal and state laws, the Company may be required to collect
      withholding taxes upon the exercise of a NSO. The Company may require, as a
      condition to the exercise of a NSO, that the optioned concurrently pay to the
      Company the entire amount or a portion of any taxes which the Company is
      required to withhold by reason of such exercise, in such amount as the Committee
      or the Company in its discretion may determine. In lieu of part or all of any
      such payment, the optioned may elect to have the Company withhold from the
      shares to be issued upon exercise of the option that number of shares having
      a
      Fair Market Value equal to the amount which the Company is required to withhold.
      

    


    18. Transferability
      in accordance With SEC Release No. 33-7646 entitled  "Registration
      of Securities on Form S-8" as effective April 7, 1999 

    


    Notwithstanding
      anything to the contrary as may be contained in this Plan regarding rights
      as to
      transferability or lack thereof, all options granted hereunder may and shall
      be
      transferable to the extent permitted in accordance with SEC Release No. 33-7646
      entitled "Registration of Securities on Form S-8" as effective April 7, 1999
      and
      in particular in accordance with that portion of such Release which expands
      Form
      S-8 to include stock option exercise by family members so that the rules
      governing the use of Form S-8 (a) do not impede legitimate intra family transfer
      of options and (b) may facilitate transfer for estate planning purposes - all
      as
      more specifically defined in Article III, Sections A and B thereto, the contents
      of which are herewith incorporated by reference. 

    


    


    CERTIFICATION
      OF PLAN ADOPTION 

    


    I,
      the
      undersigned Secretary of this Corporation, hereby certify that the foregoing
      INTERNATIONAL FOOD AND WINE CONSULTANTS, INC. Non-Statutory Stock Option Plan
      was duly approved by the requisite number of holders of the issued and
      outstanding Common Stock of this corporation as of July 15, 2006. 

    


    


    /s/
      Mary
      Beth Clark

     

     

    Mary
      Beth
      Clark

    President,
      Secretary, Chief Executive Officer, Chief Financial and Accounting Officer
      and
      Chairwoman of the Board

     

    8