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
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 u