INCENTIVE STOCK OPTION AGREEMENT UNDER THE 2005 STOCK OPTION PLAN

Between:

PLATINA ENERGY GROUP, INC., a Delaware corporation (the “ Company ”), and Blair J. Merriam (the “ Employee ”), dated effective March 28, 2007.

The Company hereby grants to the Employee an option (the “ Option ”) to purchase 2,000,000 shares of the Company’s $.001 par value common stock (“ Stock ”) under the Platina Energy Group, Inc. 2005 Stock Option Plan (the “ Plan ”) upon the following terms and conditions:

1.              Purchase Price .  The purchase price of the Stock shall be $0.09 per share, which is not less than the fair market value of the Stock on the date of this Agreement.

2.              Incentive Stock Option .  The Option shall be an Incentive Stock Option, as defined in the Plan.

3.              Period of Exercise .  The Option will expire five (5) years from the date of this Agreement.  The Option may be exercised only while the Employee is actively employed by the Company and as provided in Section 6, dealing with termination of employment.

This Option may not be exercised for less than fifty shares at any time unless the number of shares purchased is the total number purchasable at the time under the Option.

Where the Employee holds (whether under this Option alone or under this Option in conjunction with other incentive stock options) incentive stock options upon shares of the Company’s common stock having an aggregate fair market value (determined at the time of grant of each option) exceeding $100,000, the $100,000 Limitation set forth in Section 4 below may impose additional limitations upon the exercisability of this Option and any other incentive stock options granted to the Employee.

4.              $100,000 Limitation .  Notwithstanding anything to the contrary contained herein, the total fair market value (determined as of the date of grant of an option) of shares of stock with respect to which this Option (and any other incentive stock options granted by the Company) shall become exercisable for the first time during any calendar year shall not exceed $100,000 for the options to be “incentive stock options.”   (Hereinafter this limitation is sometimes referred to as the “$100,000 Limitation.”)  If in any calendar year shares of stock having a fair market value of more than $100,000 first would become exercisable, but for the limitations of this section, this Option shall be exercisable in such calendar year only for shares having a fair market value not exceeding $100,000.  (Hereinafter, shares with respect to which this Option is not exercisable in a calendar year due to the $100,000 Limitation are referred to as “Excess Shares.”)

This Option shall become exercisable with respect to Excess Shares from a calendar year in the next succeeding calendar year (subject to any other restrictions on exercise which may be contained herein), provided that the $100,000 limitation shall also be applied to such succeeding calendar year.  Subject to the term of this Option, such carryovers of Excess Shares shall be made to succeeding calendar years, including carryovers of any Excess Shares from previous calendar years, without limitation.

If as of the date of this Agreement the Employee already holds incentive stock options granted by the Company (hereinafter any such incentive stock options are referred to as “Prior Options”), and the fair market value (determined as the date of grant of each option) of the shares subject to this Option and the Prior Options held by the Employee is such that the $100,000 Limitation must be imposed, the $100,000 Limitation shall be