EXHIBIT 4.10

                                 AMENDMENT NO. 1
                              CHENIERE ENERGY, INC.
                              AMENDED AND RESTATED
                            2003 STOCK INCENTIVE PLAN



     WHEREAS,  Cheniere Energy, Inc. (the "Company") and the stockholders of the
Company have  heretofore  adopted and approved the Cheniere  Energy,  Inc.  2003
Stock Incentive Plan (the "Plan"); and

     WHEREAS,  the Board has  heretofore  adopted  and  approved  an amended and
restated Plan (the "Restated Plan"); and

     WHEREAS,  the Board and the  stockholders  of the Company have  approved an
increase  in the  number of  authorized  shares  under the  Restated  Plan by an
additional  3,000,000  shares  so that a total of  11,000,000  shares  of common
stock, $.003 par value, of the Company is authorized under the Restated Plan;

     NOW, THEREFORE,  the Restated Plan is hereby amended,  effective as of June
23, 2006, as follows:

     1.   The first  sentence of Section 1.2 (Shares  Subject to the Plan) shall
          be replaced in its entirety by the following:

          "The  aggregate  number of shares of Common  Stock  that may be issued
          under the Plan shall not exceed 11,000,000."

     2.   Except as modified herein,  the Plan is hereby  specifically  ratified
          and affirmed.