2007 STOCK OPTION AND STOCK AWARD PLAN

[Exhibit 10.1]

              CHINA RENEWABLE ENERGY HOLDINGS, INC.
                               
             2007 STOCK OPTION AND STOCK AWARD PLAN
                               
                Effective as of December 18, 2007

A.    PURPOSE OF PLAN; EFFECTIVE DATE; DEFINITIONS; SHARES AND
     OPTIONS AVAILABLE UNDER PLAN.

1.    PURPOSE. The purpose of this Plan is to advance the
interests of CHINA RENEWABLE ENERGY HOLDINGS, INC, a Florida
corporation (the "Company"), by providing an incentive to
attract, retain and motivate highly qualified and competent
persons who are important to the Company and upon whose efforts
and judgment the success of the Company and its Subsidiaries is
largely dependent, including key employees, advisors,
consultants, independent contractors, Officers and Directors, by
authorizing the grant of either (a) options to purchase shares of
Common Stock of the Company or (b) shares of Common Stock of the
Company, in each case to persons who are eligible to participate
hereunder, thereby encouraging or facilitating stock ownership in
the Company by such persons, all upon and subject to the terms
and conditions of this Plan.

2.    EFFECTIVE DATE. This Plan became effective on December 18,
2007 upon its adoption and approval by the Board of Directors and
majority shareholders of the Company.

3.    DEFINITIONS. As used herein, the following terms shall have
the meanings indicated:

     (a)   "Board" shall mean the Board of Directors of the
Company.

     (b)   "Cause" shall mean any of the following:

          (i)   a determination by the Company that there has been
a willful, reckless or grossly negligent failure by the Grantee
to perform his or her duties as an employee of the Company;
         
          (ii) a determination by the Company that there has been
a willful breach by the Grantee of any of the material terms or
provisions of any employment, consulting or independent
contractor agreement between such Grantee and the Company;
         
          (iii)      any conduct by the Grantee that either
results in his or her conviction of a felony under the laws of
the United States of America or any state thereof, or of an
equivalent crime under the laws of any other jurisdiction;
         
          (iv) a determination by the Company that the Grantee
has committed an act or acts involving fraud, embezzlement,
misappropriation, theft, breach of fiduciary duty or material
dishonesty against the Company, its properties or personnel;
         
          (v)   any act by the Grantee that the Company determines
to be in willful or wanton disregard of the Company's best
interests, or which results, or is intended to result, directly
or indirectly, in improper gain or personal enrichment of the
Grantee at the expense of the Company;
          
          (vi) a determination by the Company that there has been
a willful, reckless or grossly negligent failure by the Grantee
to comply with any rules, regulations, policies or procedures of
the Company, or that the Grantee has engaged in any act, behavior
or conduct demonstrating a deliberate and material violation or


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disregard of standards of behavior that the Company has a right
to expect of its employees; or

     (vii)      if the Grantee, while employed or otherwise
engaged by the Company and for two years thereafter, violates a
confidentiality and/or noncompete agreement with the Company, or
fails to safeguard, divulges, communicates, uses to the detriment
of the Company or for the benefit of any person or persons, or
misuses in any way, any Confidential Information; provided,
however, that, if the Grantee has entered into a written
employment agreement with the Company which remains effective and
which expressly provides for a termination of such Grantee's
employment for "cause," the term "Cause" as used herein shall
have the meaning as set forth in the Grantee's employment
agreement in lieu of the definition of "Cause" set forth in this
Section A.3.

     (c)   "Change of Control" shall mean the acquisition by any
person or group (as that term is defined in the Securities
Exchange Act, and the rules promulgated pursuant to that act) in
a single transaction or a series of transactions of 30% or more
in voting power of the outstanding stock of the Company and a
change of the composition of the Board of Directors so that,
within two years after the acquisition took place, a majority of
the members of the Board of Directors of the Company, or of any
corporation with which the Company may be consolidated or merged,
are persons who were not Directors or Officers of the Company or
one of its Subsidiaries immediately prior to (i) the acquisition,
or (ii) the first of the series of transactions that resulted in
the acquisition, of 30% or more in voting power of the
outstanding stock of the Company.

     (d)   "Code" shall mean the Internal Revenue Code of 1986, as
amended.

     (e)   "Committee" shall mean the stock option or compensation
committee appointed by the Board or, if not appointed, the Board.

     (f)   "Common Stock" shall mean the Company's Common Stock,
par value $.001 per share.

     (g)   "Confidential Information" shall mean any and all
information pertaining to the Company's financial condition,
clients, customers, prospects, sources of prospects, customer
lists, trademarks, trade names, service marks, service names,
"know-how," trade secrets, products, services, details of client
or consulting contracts, management agreements, pricing policies,
operational methods, site selection, results of operations, costs
and methods of doing business, owners and ownership structure,
marketing practices, marketing plans or strategies, product
development techniques or plans, procurement and sales
activities, promotion and pricing techniques, credit and
financial data concerning customers and business acquisition
plans, that is not generally available to the public.

     (h)   "Director" shall mean a member of the Board.

     (i)   "Effective Date of Grant" means the date on which the
Board is deemed to have made the grant of Options or Shares.

     (j)   "Employee" shall mean any person, including Officers
and Directors, who are employed by the Company or any parent or
Subsidiary of the Company within the meaning of Code Section
3401(c) or the regulations promulgated thereunder.

     (k)   "Fair Market Value" of a Share on any date of reference
shall be the Closing Price of a share of Common Stock on the
business day immediately preceding such date, unless the
Committee in its sole discretion shall determine otherwise in a
fair and uniform manner. For this purpose, the "Closing Price" of
the Common Stock on any business day shall be (i) if the Common
Stock is listed or admitted for trading on any United States


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national securities exchange, or if actual transactions are
otherwise reported on a consolidated transaction reporting
system, the last reported sale price of the Common Stock on such
exchange or reporting system, as reported in any newspaper of
general circulation, (ii) if the Common Stock is quoted on The
NASDAQ Stock Market ("Nasdaq"), or any similar system of
automated dissemination of quotations of securities prices in
common use, the closing sales price, or if not available, the
mean between the closing high bid and low asked quotations for
such day of the Common Stock on such system, or (iii) if neither
clause (i) nor (ii) is applicable, the mean between the high bid
and low asked quotations for the Common Stock as reported by the
National Quotation Bureau, Incorporated if at least two
securities dealers have inserted both bid and asked quotations
for the Common Stock on at least five of the 10 preceding days.
If the information set forth in clauses (i) through (iii) above
is unavailable or inapplicable to the Company (E.G., if the
Company's Common Stock is not then publicly traded or quoted),
then the "Fair Market Value" of a Share shall be the fair market
value (I.E., the price at which a willing seller would sell a
Share to a willing buyer when neither is acting under compulsion
and when both have reasonable knowledge of all relevant facts) of
a share of the Common Stock on the business day immediately
preceding such date as the Committee in its sole and absolute
discretion shall determine in a fair and uniform manner.

     (l)   "Family Member" shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-
in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the
Grantee's household (other than a tenant of Grantee), a trust in
which these persons have more than 50% of the beneficial
interest, a foundation in which these persons (or the Grantee)
control the management of assets, and any other entity in which
these persons (or the Grantee) own more than 50% of the voting
interests.

     (m)   "Grantee" shall mean a person to whom an Option or
Shares are granted under this Plan, or any person who succeeds to
the rights of such person under this Plan by reason of the death
of such person.

     (n)   "Incentive Stock Option" shall mean an incentive stock
option as defined in Section 422 of the Code.

     (o)   "Non-Employee Directors" shall have the meaning set
forth in Rule 16b-3(b)(3)(i) under the Securities Exchange Act.

     (p)   "Non-Statutory Stock Option" or "Nonqualified Stock
Option" shall mean an Option which is not an Incentive Stock
Option.

     (q)   "Officer" shall mean the Company's chairman, president,
principal financial officer, principal accounting officer (or, if
there is no such accounting officer, the controller), any vice
president of the Company in charge of a principal business unit,
division or function (such as sales, administration or finance),
any other officer who performs a policy-making function, or any
other person who performs similar policy-making functions for the
Company. Officers of Subsidiaries shall be deemed Officers of the
Company if they perform such policy-making functions for the
Company. As used in this paragraph, the phrase "policy-making
function" does not include policy-making functions that are not
significant. Unless specified otherwise in a resolution by the
Board, an "executive officer" pursuant to Item 401(b) of
Regulation S-K (17 C.F.R. "229.401(b)) shall be only such a
person designated as an "Officer" pursuant to the foregoing
provisions of this paragraph.

     (r)   "Option" (when capitalized) shall mean any stock option
granted under this Plan.


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     (s)   "Plan" shall mean this 2007 Stock Option and Stock
Award Plan of the Company, which Plan shall be effective upon
approval by the Board, subject to approval within 12 months of
the date thereof by the shareholders of the Company.

     (t)   "Securities Act" shall mean the Securities Act of 1933,
as amended.

     (u)   "Securities Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

     (v)   "Share" or "Shares" shall mean a share or shares, as
the case may be, of the Common Stock, as adjusted in accordance
with Section B.7 of this Plan.

     (w)   "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Option, each of
the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.

     (x)   "10% Shareholder" shall mean any person owning directly
or indirectly (through attribution under Section 424(d) of the
Code) at the Effective Date of Grant, capital stock possessing
more than 10% of the total combined voting power of all classes
of the capital stock of the Company (or a Subsidiary) at the
Effective Date of Grant.

4.    SHARES AND OPTIONS AVAILABLE UNDER PLAN. Subject to
adjustment in accordance with Section B.7 hereof, the Company may
grant to Grantees from time to time (a) Options to purchase
Shares of the Company's Common Stock or (b) Shares of the
Company's Common Stock, up to an aggregate of Three Million
(3,000,000) Shares from the authorized but unissued Shares of the
Company.

B.    PROVISIONS RELATING TO GRANT OF OPTIONS.

1.    LIMITATIONS. An Option granted hereunder shall be either an
Incentive Stock Option or a Non-Statutory Stock Option as
determined by the Committee at the time of grant of such Option
and shall clearly state whether it is an Incentive Stock Option
or Non-Statutory Stock Option. All Incentive Stock Options shall
be granted within 10 years from the effective date of this Plan.
An Incentive Stock Option shall not be granted to any 10%
Shareholder unless (a) the exercise price of such Option is at
least 110% of the Fair Market Value of the Shares subject to such
Option on the Effective Date of Grant and (b) such Option by its
terms is not exercisable after the expiration of five years from
the Effective Date of Grant. Options otherwise qualifying as
Incentive Stock Options hereunder will not be treated as
Incentive Stock Options to the extent that the aggregate Fair
Market Value (determined at the time the Option is granted) of
the Shares, with respect to which Options meeting the
requirements of Code Section 422(b) are exercisable for the first
time by any individual during any calendar year (under all stock
option or similar plans of the Company and any Subsidiary),
exceeds $100,000.

2.    CONDITIONS FOR GRANT OF OPTIONS.

     (a)   Each Option shall be evidenced by an Option agreement
that may contain any term deemed necessary or desirable by the
Committee, provided such terms are not inconsistent with this
Plan or any applicable law. Grantees shall be those persons
selected by the Committee from the class of all Employees of the
Company or its Subsidiaries, including Employee Directors and
Officers who are regular or former regular employees of the
Company, Directors who are not regular employees of the Company,
as well as consultants, advisors and independent contractors to
the Company; provided, however, that Incentive Stock Options may
only be granted to Employees who satisfy Section A.3(j) of the
Plan. Any person who files with the Committee, in a form
satisfactory to the Committee, a written waiver of eligibility to


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receive any Option under this Plan shall not be eligible to
receive any Option under this Plan for the duration of such
waiver.

     (b)   In granting Options, the Committee shall take into
consideration the contribution the person has made, or is
expected to make, to the success of the Company or its
Subsidiaries and such other factors as the Committee shall
determine. The Committee shall also have the authority to consult
with and receive recommendations from Officers and other
personnel of the Company and its Subsidiaries with regard to
these matters. The Committee may from time to time in granting
Options under this Plan prescribe such terms and conditions
concerning such Options as it deems appropriate, including,
without limitation, (i) the exercise price or prices of the
Option or any installments thereof, (ii) prescribing the date or
dates on which the Option becomes and/or remains exercisable,
(iii) providing that the Option vests or becomes exercisable in
installments over a period of time, and/or upon the attainment of
certain stated standards, specifications or goals, (iv) relating
an Option to the continued employment of the Grantee for a
specified period of time, or (v) conditions or termination events
with respect to the exercisability of any Option, provided that
such terms and conditions are not more favorable to a Grantee
than those expressly permitted herein.

3.    EXERCISE PRICE. The exercise price per Share of any Option
shall be any price determined by the Committee but shall not be
less than the par value per Share; provided, however, that in no
event shall the exercise price per Share of any Incentive Stock
Option be less than the Fair Market Value of the Shares
underlying such Option on the date such Option is granted and, in
the case of an Incentive Stock Option granted to a 10%
Shareholder, the per Share exercise price will not be less than
110% of the Fair Market Value in accordance with Section B.1 of
this Plan. Re-granted Options, or Options that are canceled and
then re-granted covering such canceled Options, will, for
purposes of this Section B.3, be deemed to have been granted on
the date of the re-granting.

4.    EXERCISE OF OPTIONS.

     (a)   An Option shall be deemed exercised when (i) the
Company has received written notice of such exercise in
accordance with the terms of the Option, (ii) full payment of the
aggregate option price of the S