CONSULTANT AND EMPLOYEE STOCK OPTION PLAN

AMENDED AND RESTATED JANUARY 2007 CONSULTANT

AND

EMPLOYEE STOCK COMPENSATION PLAN

UTEC, Inc

Purpose of the Plan.

The purpose of this Plan is to further the growth of UTEC, Inc.("UTEC" or the “Company”) by allowing the Company to compensate officers, directors, consultants and certain other persons providing bona fide services to the Company or to compensate officers, directors and employees for accrual of salary, through the award of UTEC common stock.

II.

Definitions

Whenever used in this Plan, the following terms shall have the meanings set

forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of UTEC.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4. "Common Stock" means the common stock, par value $ .001 per share, of

UTEC.

5. "Date of Grant" means the day the Board of Directors authorizes the

grant of an Award or such later date as may be specified by the Board of

Directors as the date a particular Award will become effective.

6. "Employee" means any person or entity that renders bona fide services to

the Company (including, without limitation, the following: a person

employed by the Company in a key capacity; an officer or director of

the Company or one or more Subsidiaries; a person or company engaged by the

Company as a consultant; or a lawyer, law firm, accountant or accounting

firm.

7. "Subsidiary" means any corporation that is a subsidiary with regard to

the Company as that term is defined in Section 424(f) of the Code.

III.

Effective Date of the Plan

The effective date of this Amended Plan is January 12, 2007.

IV.

Administration of the Plan

The Board of Directors will be responsible for the administration of this

Plan, and will grant Awards under this Plan. Subject to the express

provisions of this Plan, the Board of Directors shall have full authority

and sole and absolute discretion to interpret this Plan, to prescribe,

amend and rescind rules and regulations relating to it, and to make all

other determinations which it believes to be necessary or advisable in

administering this Plan. The determinations of the Board of Directors on

the matters referred to in this Section shall be conclusive. The Board of

Directors shall have sole and absolute discretion to amend this Plan. No

Member of the Board of Directors shall be liable for any act or omission in

connection with the administration of this Plan unless it resulted from the

member's willful misconduct.

Stock Subject to the Plan

The maximum number of shares of Common Stock as to which Awards may be

granted under this Plan as of this date and subject to subsequent amendment

is 2,000,000 shares. The Common Stock which is issued on grant of awards may

be authorized but unissued shares or shares which have been issued and

reacquired by UTEC. The Board of Directors may increase the maximum

number of shares of Common Stock as to which Awards may be granted at such

time as it deems advisable.

VI.

Persons Eligible to Receive Awards

Awards may be granted only to Employees, or Consultants of the Company, in

their individual capacity only.

VII.

Grants of Awards

Except as otherwise provided herein, the Board of Directors shall have

complete discretion to determine when and to which Employees or Consultants

Awards are to be granted, and the number of shares of Common Stock as to

which awards granted to each Employee or consultant will relate. No grant

will be made if, in the judgment of the Board of Directors, such a grant

would constitute a public distribution within the meaning of the Securities

Act of 1933, as amended (the "Act"), or the rules and regulations

promulgated thereunder. The Board of Directors upon approval of the

issuance of shares pursuant to this plan shall provide as an exhibit, the

party to whom shares are issued, and the number of shares issued.

VIII.

Delivery of Stock Certificates

As promptly as practicable after authorizing the grant of an Award

UTEC shall deliver to the person who is the recipient of the Award, a

certificate or certificates registered in that person's name, representing

the number of shares of Common Stock that were granted.

IX.

Employment

Nothing in this Plan or in the grant of an Award shall confer upon any

Employee or consultant the right to continue in the employ of the Company

nor shall it interfere with or restrict in any way the rights of the

Company to discharge any employee at any time for any reason whatsoever,

with or without cause.

Laws and Regulations

The obligation of the Company to sell and deliver shares of Common Stock on

the grant of an Award under this Plan shall be subject to the condition

that counsel for UTEC be satisfied that the sale and delivery thereof

will not violate the Act or any other applicable laws, rules or

regulations.

XI.

Withholding of Taxes

If subject to withholding tax, the Company shall be authorized to withhold

from an Employer's salary or other cash compensation such sums of money as

are necessary to pay the Employee's withholding tax. The Company may elect

to withhold from the shares to be issued hereunder a sufficient number of

shares to satisfy the Company's withholding obligations. If the Company

becomes required to pay withholding tax to any federal, state or other

taxing authority as a result of the granting of an Award and the Employee

fails to provide the Company with the funds with which to pay that

withholding tax, the Company may withhold up to 50% of each payment of

salary or bonus to the Employee (which will be in addition to any other

required or permitted withholding), until the Company has been reimbursed

for the entire withholding tax it was required to pay.

XII.

Reservation of Shares

The Company shall at all times keep reserved for issuance on grant of awards

under this Plan a number of authorized but unissued or reacquired shares of

Common Stock equal to the maximum number of shares the Company may be

required to be issued on the grant of Awards under this Plan.

XII.

Termination of the Plan

The Board of Directors may suspend or terminate this Plan at any time or

from time to time, but no such action shall adversely affect the rights of

a person granted an Award under this Plan prior to that date.

XIV.

Delivery of Plan

A Copy of this Plan shall be delivered to all participants, together with a

copy of the resolution or resolutions of the Board of Directors authorizing

the granting of the Award and establishing the terms, if any, of

participation.

No dealer, salesman, or any other person has been authorized by the Company

to give any information or to make any representations other than those

contained in this Prospectus in connection with the offering made hereby,

and if given or made, such information or representations must not be

relied upon. This Prospectus does not constitute an offer to sell or the

solicitation of an offer to buy any securities other than those

specifically offered hereby or an offer to sell, or a solicitation of an

offer to buy, to any person in any jurisdiction in which such offer or sale

would be unlawful. Neither the delivery of this Prospectus nor any sale

made hereunder shall under any circumstances create any implication that

there has been no change in the affairs of the Company since any of the

dates as of which information is furnished or since the date of this

Prospectus.