SGLS formS8 01-27-2006 EX4.1


    Exhibit
      4.1

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    Signature
      Leisure, Inc.

    Second
      Amended and Restated

    Stock
      Compensation Plan

    


    


    This
      Second Amended and Restated Stock Compensation Plan is adopted this
      28th
      day of
      January 2006, by Signature Leisure, Inc., a Colorado corporation with its
      principal place of business being located at:

    


    100
      Candace Drive, #100

    Maitland,
      Florida 32751

    


    WITNESSETH:

    


    WHEREAS,
      the Board of Directors (the “Board”) originally adopted a Stock Compensation
      Plan on August 17, 2004; 

    


    WHEREAS,
      the Board amended the Stock Compensation Plan on January 24, 2006;
      and

    


    WHEREAS,
      the Board has determined that it is in the best interest of Signature Leisure,
      Inc. (the “Company”) to amend and restate the Amended Signature Liesure, Inc.
      Stock Compensation Plan in its entirety as set forth herein; 

    


    NOW
      THEREFORE, the Board adopts this as the Signature Leisure, Inc.
      Stock

    Compensation
      Plan, as amended and restated("the Plan").

    


    1.00
      EFFECTIVE DATE AND TERMINATION OF PLAN

    


    The
      effective date of the Plan is January 24, 2006, which is the day the Plan was
      adopted by the Board. The Plan will terminate on the earlier of the date of
      the
      grant of the final option for the last share of common stock allocated under
      the
      Plan or ten years from the date thereof, whichever is earlier, and no options
      will be granted thereafter pursuant to this Plan.

    


    2.00
      ADMINISTRATION OF PLAN

    


    The
      Plan
      shall be administered by the Board, which may adopt such rules and

    regulations
      for its administration as it may deem necessary or appropriate, or

    may
      be
      administered by a Compensation Committee to be appointed by the Board,
      to

    have
      such
      composition and duties as the Board may from time to time
      determine.

    


    3.00
      ELIGIBILITY TO PARTICIPATE IN THE PLAN

    


    3.01
      Subject to the provisions of the Plan, the Board, or its designee,
      shall

    determine
      and designate, from time to time those consultants, advisors, and

    employees
      of the Company, or consultants, advisors, and employees of a parent
      or

    subsidiary
      corporation of the Company, to whom shares are to be issued and/or

    options
      are to be granted hereunder and the number of shares to be optioned
      from

    time
      to
      time to any individual or entity. In determining the eligibility of
      an

    individual
      or entity to receive shares or an option, as well as in determining

    the
      number of shares to be issued and/or optioned to any individual or
      entity,

    the
      Board, or its designee, shall consider the nature and value to the
      Company

    for
      the
      services which have been rendered to the Company and such other
      factors


    
      
         

      

      
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    as
      the
      Board, or its designee, may deem relevant.

    


    3.02
      To
      be eligible to be selected to receive an option, an individual must be
      a

    consultant,
      advisor or an employee of the Company or a consultant, advisor, or

    an
      employee of a parent or subsidiary corporation of the Company. The grant
      of

    each
      option shall be confirmed by a Stock Option Agreement, which shall
      be

    executed
      by the Company and the optionee as promptly as practicable after
      such

    grant.
      More than one option may be granted to an individual or entity.
      Shares

    shall
      be
      issued directly to such entities.

    


    3.03
      An
      option may be granted to any individual or entity eligible
      hereunder,

    regardless
      of his previous stockholdings.

    


    3.04
      The
      option price (determined as of the time the option is granted) of
      the

    stock
      for
      which any person may be granted options under this Plan (and all
      other

    plans
      of
      the Company) may be increased or reduced by the Board, or its
      designee,

    from
      time
      to time.

    


    4.00
      NUMBER OF SHARES SUBJECT TO THE PLAN

    


    The
      Board, prior to the time shall reserve for the purposes of the Plan a
      total

    of
      Twenty
      Million (20,000,000) of the authorized but unissued shares of common shares
      of
      the Company, provided that any shares as to which an option granted under the
      Plan remains unexercised at the expiration thereof may be the subject of the
      grant of further options under the Plan within the limits and

    under
      the
      terms set forth in Article 3.00 hereof.

    


    5.00
      PRICE OF COMMON SHARES

    


    The
      initial and standard price per share of common stock to be issued
      directly

    or
      by
      option shall be the Fair Market Value per share but may be changed in
      each

    case
      by
      the Board, or its designee, from time to time. If the share price
      is

    changed,
      the Board, or its designee, shall determine the share price no
      later

    than
      the
      date of the issuance of the shares and/or the grant of the option
      and

    at
      such
      other times as the Board, or its designee, deems necessary. The
      Board

    shall
      have absolute final discretion to determine the price of the common
      stock

    under
      the
      Plan. In the absence of such specific determination, the share
      price

    will
      be
      the Fair Market Value per share. "Fair Market Value" shall mean, if

    there
      is
      an established market for the Company's Common Stock on a stock

    exchange,
      in an over-the-counter market or otherwise, 50% of the Closing Bid

    Price
      of
      the Company's stock for the trading day which is the valuation
      date,

    provided
      that the Board may, in its discretion provide an alternative
      definition

    for
      Fair
      Market Value in the instrument granting the right or option. Unless

    otherwise
      specified by the Board at the time of grant (or in the formula

    applicable
      to such grant), the valuation date for purposes of determining the

    option
      price shall be the date of grant. The Board may specify that, instead
      of

    the
      date
      of grant, the valuation date shall be a valuation period of up to

    ninety
      (90) days prior to the date of grant, and Fair Market Value for
      purposes

    of
      such
      grant shall be the average over the valuation period of the mean of
      the

    highest
      and lowest quoted selling prices on each date on which sales were
      made

    in
      the
      valuation period. If there is no established market for the
      Company's

    Common
      Stock, or if there were no sales during the applicable valuation
      period,

    the
      determination of Fair Market Value shall be established by the Board in
      its

    sole
      discretion, considering the criteria set forth in Treas. Reg.
      Section

    20.2031-2
      or successor regulations.

    


    6.00
      SUCCESSIVE OPTIONS


    
      
         

      

      
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    Any
      option granted under this Plan to a person may be exercisable at
      such

    person's
      discretion while there is outstanding any other stock option
      previously

    granted
      to such person, whether under this Plan or any other stock option
      plan

    of
      the
      Company.

    


    7.00
      PERIOD AND EXERCISE OF OPTION

    


    7.01.
      Options granted under this Plan shall expire on the first to occur of
      the

    following
      dates whether or not exercisable on such dates: (i) five (5) years

    from
      the
      date the option is initially granted; (ii) six (6) months from the
      date

    the
      person ceases employment due to permanent and total disability; (iii)
      the

    date
      of
      termination of employment for reasons other than retirement,
      permanent

    and
      total
      disability or death, unless the Board determines, in its sole

    discretion,
      that it would be in the best interest of the Company to extend the

    options
      for a period not to exceed three (3) years; or (iv) three (3)
      months

    from
      the
      date the employee retires with permission of the Board.

    


    7.02.
      Notwithstanding Section 7.01, any portion of any option which has
      not

    become
      exercisable pursuant to Section 7.03 prior to the death of the
      employee

    or
      termination of employment shall expire on the employee's date of death
      or

    termination
      date, if termination is for reasons other than retirement or total

    and
      permanent disability.

    


    7.03.
      Any
      option granted under this Plan may be immediately exercised by the

    holder
      thereof. Such an option may be exercised in whole or in part at the
      time

    it
      becomes exercisable or from time to time thereafter, until the expiration
      of

    the
      option.

    


    8.00
      PAYMENT FOR OPTIONED SHARES

    


    When
      a
      person holding an option granted under this Plan exercises any portion
      of

    the
      option he shall pay the full option price for the shares covered by
      the

    exercise
      of that portion of his option within one (1) month after such
      exercise.

    As
      soon
      as practicable, after the person notifies the Company of the exercise
      of

    his
      option and makes payment of the required option price, the Company
      shall

    issue
      such shares to the person. The Board may also permit a participant
      to

    effect
      a
      cashless or net exercise of an option without tendering any shares
      of

    the
      Company's stock as payment for the option. In such an event, the

    participant
      will be deemed to have paid for the exercise of the option with

    shares
      of
      the Company's stock and shall receive from the Company a number of

    shares
      equal to the difference between (i) the shares that would have been

    tendered
      to pay the option price and withholding taxes, if any, and (ii) the

    number
      of
      options exercised. The Board may also cause the Company to enter
      into

    arrangements
      with one or more licensed stock brokerage firms whereby

    participants
      may exercise options without payment therefor but with irrevocable

    orders
      to
      such brokerage firm to immediately sell the number of shares
      necessary

    to
      pay
      the option price and withholding taxes, if any, and then to transmit
      the

    proceeds
      from such sales directly to the Company in satisfaction of such

    obligations.

    


    9.00
      RESTRICTIONS ON TRANSFER

    


    9.01
      No
      right or privilege of any person under the Plan shall be transferable
      or

    assignable,
      except to the person's personal representative in the event of the

    person's
      death, and except as provided in Section 9.02, options granted

    hereunder
      are exercisable only by the person during his life.


    
      
         

      

      
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    9.02
      If a
      person dies holding outstanding options issued pursuant to this
      Plan,

    his
      personal representative shall have the right to exercise such options
      only

    within
      one year of the death of the person.

    


    10.00
      RECLASSIFICATION, CONSOLIDATION OR MERGER

    


    If
      and to
      the extent that the number of issued shares of common stock of the

    Company
      shall be increased or reduced by change in par value, split-up

    reclassification,
      distribution of a dividend payable in stock, or the like, the

    number
      of
      shares subject to direct issuance or an option held by a person and

    the
      option price per share shall be proportionately adjusted. If the Company
      is

    reorganized
      or consolidated or merged with another corporation, the person
      shall

    be
      entitled to receive direct issuance or options covering shares of
      such

    reorganized,
      consolidated, or merged company in the same proportion, at an

    equivalent
      price, and subject to the same conditions.

    


    11.00
      DISSOLUTION OR LIQUIDATION

    


    Upon
      the
      dissolution or liquidation of the Company, the options granted

    hereunder
      shall terminate and become null and void, but the person shall have

    the
      right
      immediately prior to such dissolution or liquidation to exercise
      any

    options
      granted and exercisable hereunder to the full extent not before

    exercised.

    


    12.00
      BINDING EFFECT

    


    This
      Plan
      shall inure to the benefit of and be binding upon the Company and
      its

    employees,
      and their respective heirs, executors, administrators, successors
      and

    assigns.

    


    13.00
      ADOPTION OF PLAN

    


    The
      Board
      of Directors of the Company has duly adopted this second amendment to the Plan
      on January 24,

    2006.

    


    14.00
      NOTICES

    


    Any
      notice to be given to the Company under the terms of this plan shall
      be

    addressed
      to such address as is set forth on the first page hereof.

    


    


    


    


    IN
      WITNESS WHEREOF, the Company has caused this Plan to be executed on
      its

    behalf
      by
      its President, to be sealed by its corporate seal, and attested by
      its

    Secretary
      effective the day and year first above written.

    


    
      	 	
              Signature
                Leisure, Inc.

            
	 	 
	 	 
	
              Dated:
                January 24, 2006

            	
              By:
                \s\ Stephen W. Carnes

            
	
               

            	
               
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              Stephen
                W. Carnes, President

            


    

     

     

     

     

     

     

     

     

     

     

     

    


      
        
           

        

        
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