STRATEGIC GAMING INVESTMENTS, INC. 2007 STOCK OPTION AND INCENTIVE PLAN

STRATEGIC GAMING INVESTMENTS, INC.

2007 STOCK OPTION AND INCENTIVE PLAN

AS ADOPTED BY THE BOARD OF DIRECTORS ON MAY 29, 2007

1. PURPOSE

The purpose of this 2007 Stock Option and Incentive Plan ("Plan") is to

further the interests of Strategic Gaming Investments, Inc. ("Company") by

providing selected employees, directors, independent contractors and advisors,

upon whose judgment, initiative and effort the Company is largely dependent for

the successful conduct of its business, the opportunity to participate in a

stock option and incentive plan designed to reward them for their services and

to encourage them to continue in the employ or service of the Company. This

Plan provides for both the direct award and sale of Shares and for the grant of

Options to purchase Shares. Options granted under this Plan may include

Nonstatutory Options as well as Incentive Options intended to qualify under

Section 422 of the Code.

2. DEFINITIONS

For all purposes of this Plan, the following definitions shall apply:

2.1."Board" shall mean the Board of Directors of the Company, as

constituted from time to time.

2.2."Code" shall mean the Internal Revenue Code of 1986, as amended,

together with the regulations promulgated thereunder.

2.3. "Committee" shall mean the committee designated by the Board, which

is authorized to administer this Plan in accordance with Section hereof. The

Committee shall be composed solely of two or more Non-Employee Directors and

otherwise have such membership composition which enables the Options or other

rights granted under this Plan to qualify for exemption under Rule 16b-3 with

respect to persons who are subject to Section 16 of the Exchange Act. Each

member of the Committee shall serve at the pleasure of the Board. If no

Committee is designated by the Board, the Board collectively shall act as the

Committee and administer this Plan.

2.4."Common Stock" shall mean the Company's common stock, $0.001 par

value.

2.5."Company" shall mean Strategic Gaming Investments, Inc., a Delaware

corporation, and any current or future Subsidiary of Strategic Gaming

Investments, Inc..

2.6."Employee" shall mean any individual who is a full-time employee of

the Company or a Subsidiary.

2.7."Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, or any successor rule.

2.8."Exercise Price" shall mean the amount for which one Share may be

purchased upon exercise of an Option, as specified by the Committee in the

Option Grant.

2.9."Fair Market Value" shall mean (i) the closing price of a Share on

the principal exchange (including the Nasdaq Stock Market or a successor

quotation system) on which Common Stock is trading or quoted, on the date on

which the Fair Market Value is determined (if Fair Market Value is determined

on a date which the principal exchange is closed, Fair Market Value shall be

determined on the last immediately preceding trading day), or (ii) if Common

Stock is not traded on an exchange or quoted on the Nasdaq Stock Market or a

successor quotation system, the fair market value of a Share shall equal the

immediately preceding private placement price per share being utilized.

Notwithstanding any provision of this Plan to the contrary, no determination

made with respect to the Fair Market Value of a Share subject to an Incentive

Option shall be inconsistent with Section 422 of the Code.

2.10. "Immediate Family" shall mean, with respect to a particular

Optionee, the Optionee's spouse, children or grandchildren (including adopted

and step children and grandchildren).

2.11. "Incentive Option" shall mean an option granted under this Plan

which is designated and qualified as an incentive stock option within the

meaning of Section 422 of the Code. Neither the Committee, the Board nor the

Company shall have any liability if an Option or any part thereof that is

intended to be an Incentive Option does not qualify as such. An Option or any

part thereof that does not qualify as an Incentive Option is referred to herein

as a Nonstatutory Option.

2.12. "Non-Employee Director" shall have the meaning set forth in Rule

16b-3 promulgated by the Securities and Exchange Commission pursuant to the

Exchange Act.

2.13. "Nonstatutory Option" shall mean an option (or warrant for any

person other than an Employee or Non-Employee Director) granted under this Plan

which is designated as a non-qualified stock option and which does not qualify

as an incentive stock option within the meaning of Section 422 of the Code.

2.14. "Offeree" shall mean any person who has been offered the right to

acquire Shares under this Plan (other than upon exercise of an Option).

2.15. "Option" shall mean an Incentive Option or a Nonstatutory Option.

2.16. "Option Grant" shall mean the written instrument which contains the

terms, conditions and restrictions pertaining to each Option granted to an

Optionee.

2.17. "Optionee" shall mean any person who has been granted an Option

under this Plan.

2.18. "Permanent Disability" shall mean a permanent and total disability

within the meaning of Section 22(e)(3) of the Code.

2.19. "Plan" shall mean this Strategic Gaming Investments, Inc. 2007

Stock Option and Incentive Plan, as amended from time to time.

2.20. "Purchase Price" shall mean the consideration for which one Share

may be acquired under this Plan (other than upon exercise of an Option), as

specified by the Committee in the Shane Award.

2.21. "Relationship" shall mean any individual who is (i) an Employee of

the Company or a Subsidiary, (ii) a member or a member designee of the Board or

of the board of directors of a Subsidiary, or (iii) an independent contractor

or advisor who performs services for the Company or a Subsidiary.

2.22. "Share" shall mean one share of Common Stock, as adjusted in

accordance with Section (if applicable).

2.23. "Share Award" shall mean the written instrument which contains the

terms, conditions and restrictions pertaining to each award or sale of Shares

to an Offeree.

2.24. "Subsidiary" shall mean any company or entity of which the Company

owns, directly or indirectly, the majority of the combined voting power of all

classes of stock.

2.25. "Termination for Cause" shall mean the termination of the

employment or service of an individual with the Company, whether voluntary or

involuntary, that is determined by the Committee, in its sole discretion, to

have resulted from (i) the unauthorized use or disclosure of the confidential

information or trade secrets of the Company, which use or disclosure causes

harm to the Company, (ii) the conviction of, or plea of "guilty" or "no

contest" to, a felony under the laws of the United States or any state thereof,

(iii) willful misconduct, or (iv) continued failure to perform assigned duties

after receiving written notification from the Board. The foregoing, however,

shall not be deemed to be an exclusive list of all acts or omissions that the

Committee may consider as grounds for Termination for Cause.

3. ADMINISTRATION

3.1.Committee Procedures. The Board shall designate one of the members

of the Committee as chairman. The Committee may hold meetings at such times

and places as it shall determine. The acts of a majority of the Committee

members present at meetings at which a quorum exists, or acts reduced to or

approved in writing by all Committee members, shall be valid acts of the

Committee.

3.2.Committee Responsibilities. Subject to the provisions of this Plan,

the Committee shall have full authority and discretion to take the following

actions:

3.2.1.To interpret this Plan and to apply its provisions;

3.2.2.To adopt, amend or rescind rules, procedures and forms

relating to this Plan;

3.2.3.To authorize any person to execute, on behalf of the Company,

any instrument required to carry out the purposes of this Plan;

3.2.4.To determine when Shares are to be awarded or offered for

sale and when Options are to be granted under this Plan;

3.2.5.To select the Offerees and Optionees;

3.2.6.To determine the number of Shares to be offered to each

Offeree or to be made subject to each Option;

3.2.7.To prescribe the terms, restrictions and conditions of each

award or sale of Shares, including, without limitation, the Purchase

Price and the vesting of the award (including accelerating the vesting of

awards);

3.2.8.To prescribe the terms, restrictions and conditions of each

Option, including, without limitation, the Exercise Price and the vesting

or duration of the Option (including accelerating the vesting of the

Option), and to determine whether such Option is to be classified as an

Incentive Option or as a Nonstatutory Option;

3.2.9.To amend any outstanding Share Award or Option Grant, subject

to the limitations of this Plan;

3.2.10.To correct any defect, supply any omission, or reconcile any

inconsistency in this Plan or any Option or other right granted under

this Plan; and

3.2.11.To take any other actions or make any other determinations

or interpretations deemed necessary or advisable for the administration

of this Plan.

3.3.Indemnification. No member of the Committee shall be liable for any

action that he has taken or has failed to take in good faith with respect to

this Plan, any Option, or any right to acquire Shares under this Plan. Service

on the Committee shall constitute service as a director of the Company so that

a member of the Committee shall be entitled to indemnification and

reimbursement as a director of the Company to the full extent allowable under

its governing instruments and applicable law.

3.4.Other. Subject to the requirements of applicable law, the Committee

may designate persons other than members of the Committee to carry out its

responsibilities and may prescribe such conditions and limitations as it may

deem appropriate, except that the Committee may not delegate its authority with

regard to the selection for participation of or the granting of Options or

other rights under this Plan to persons subject to Section 16 of the Exchange

Act. All decisions, interpretations and other actions of the Committee shall

be final and binding on all Offerees, all Optionees, and all persons deriving

their rights from an Offeree or Optionee.

4. ELIGIBILITY

4.1.General Rule. Nonstatutory Options may be granted to any individual

who has a Relationship with the Company or a Subsidiary. Incentive Options may

be granted to any Employee of the Company or a Subsidiary.

4.2.Non-Employee Directors. Notwithstanding any provision of this Plan

to the contrary, Non-Employee Directors shall only be eligible for the grant of

Nonstatutory Options.

4.3.Reserved.

4.4.Ten-Percent Stockholders. An Employee who owns more than 10% of the

total combined voting power of all classes of outstanding stock of the Company

or any of its Subsidiaries shall not be eligible for the grant of an Incentive

Option unless such grant satisfies the requirements of Section 422(c)(5) of the

Code.

4.5.Attribution Rules. For purposes of Section 4.4 above, in determining

stock ownership, an Employee shall be deemed to own the stock owned, directly

or indirectly, by or for his brothers, sisters, spouse, ancestors and lineal

descendants. Stock owned, directly or indirectly, by or for a company,

corporation, partnership, estate or trust shall be deemed to be owned

proportionately by or for its members, shareholders, partners or beneficiaries.

4.6.Outstanding Stock. For purposes of Section 4.4 above, "outstanding

stock" shall include all stock actually issued and outstanding immediately

after the grant. "Outstanding stock" shall not include shares authorized for

issuance under outstanding options or similar rights held by the Employee or by

any other person.

5. STOCK SUBJECT TO THIS PLAN

5.1.Basic Limitation. Shares offered under this Plan shall be authorized

but unissued shares, or treasury shares. Seven Million (7,000,000) shares have

been reserved for issuance under this Plan (upon exercise of Options or other

rights to acquire Shares). The aggregate number of Shares which may be issued

under this Plan shall at all times be subject to adjustment pursuant to Section

. The number of Shares which are subject to Options or other rights

outstanding at any time under this Plan shall not exceed the number of Shares

which then remain available for issuance under this Plan. The Company, during

the term of this Plan, shall at all times reserve and keep available sufficient

Shares to satisfy the requirements of this Plan.

5.2.Additional Shares. In the event that any outstanding Option or other

right for any reason expires or is canceled or otherwise terminated, the Shares

allocable to the unexercised portion of such Option or other right shall again

be available for the purposes of this Plan. If Shares are forfeited before any

dividends have been paid with respect to the Shares, then such Shares shall

again be available for award or sale under this Plan.

6. TERMS AND CONDITIONS OF OPTIONS

6.1.Option Grant. Each grant of an Option under this Plan shall be

evidenced by an Option Grant approved by the Committee. Such Option shall be

subject to all applicable terms and conditions of this Plan and may be subject

to any other terms and conditions which are not inconsistent with this Plan and

which the Committee deems appropriate for inclusion in an Option Grant. The

provisions of the various Option Grants entered into under this Plan need not

be identical. In no event shall the aggregate fair market value (determined as

of the time the Incentive Option is granted) of the Shares with respect to

which Incentive Options (granted under this Plan or any other plans of the

Company) are exercisable for the first time by an Optionee in any calendar year

exceed $100,000. No Incentive Option shall be granted pursuant to this Plan

after ten years from the earlier of the date of adoption of this Plan by the

Board or the date of approval of this Plan by the Company's stockholders.

6.