EX-4.1


    Exhibit
      4.1

    SMART
      ENERGY SOLUTIONS, INC.

    2005
      STOCK INCENTIVE PLAN

    


    Section
      1. Purpose. The purposes of this Smart Energy Solutions, Inc. 2005 Stock
      Incentive Plan (the "Plan") are to encourage selected employees, officers,
      directors and consultants of, and other individuals providing services to,
      Smart
      Energy Solutions, Inc. (together with any successor thereto, the "Company")
      and
      its Affiliates (as defined below) to acquire a proprietary interest in the
      growth and performance of the Company, to generate an increased incentive to
      contribute to the Company's future success and prosperity thus enhancing the
      value of the Company for the benefit of its stockholders, and to enhance the
      ability of the Company and its Affiliates to attract and retain exceptionally
      qualified individuals upon whom, in large measure, the sustained progress,
      growth and profitability of the Company depend.

    


    Section
      2. Definitions. As used in the Plan, the following terms shall have the meanings
      set forth below:

    


    "Affiliate"
      shall mean (i) any entity that, directly or through one or more intermediaries,
      is controlled by the Company and (ii) any entity in which the Company has a
      significant equity interest, as determined by the Board.

    


    "Award"
      shall mean any Restricted Security granted under the Plan.

    


    "Award
      Agreement" shall mean any written agreement, contract or other instrument or
      document evidencing any Award granted under the Plan.

    


    "Board"
      shall mean the Board of Directors of the Company.

    


    "Cause",
      as used in connection with the termination of a Participant's employment or
      a
      Participant's consulting relationship, as the case may be, shall mean (i) with
      respect to any Participant employed under a written employment agreement or
      otherwise providing services to the Company pursuant to a written agreement
      with
      the Company or an Affiliate of the Company which agreement includes a definition
      of "cause," "cause" as defined in such agreement or, if such agreement contains
      no such definition, a material breach by the Participant of such agreement,
      or
      (ii) with respect to any other Participant, the failure to perform adequately
      in
      carrying out such Participant's employment or consulting responsibilities,
      as
      the case may be, including any directives from the Board, or engaging in such
      behavior in his personal or business life as to lead the Board in its reasonable
      judgment to determine that it is in the best interests of the Company to
      terminate his employment or consulting relationship, as the case may
      be.

    


    "Common
      Stock" shall mean the common stock of the Company, no par value.

    


    "Code"
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      and
      the regulations promulgated thereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    "Common
      Shares" shall mean any or all, as applicable, of the Common Stock and such
      other
      securities or property as may become the subject of Awards, or become subject
      to
      Awards, pursuant to an adjustment made under Section 4(b) of the Plan and any
      other securities of the Company or any Affiliate or any successor that may
      be so
      designated by the Board.

    


    "Employee"
      shall mean any employee of the Company or of any Affiliate.

    


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

    


    "Fair
      Market Value" shall mean (A) with respect to any property other than the Common
      Shares, the fair market value of such property determined by such methods or
      procedures as shall be established from time to time by the Board; and (B)
      with
      respect to the Common Shares, the last sale price regular way on the date of
      reference, or, in case no sale takes place on such date, the average of the
      high
      bid and low asked prices, in either case on the principal national securities
      exchange on which the Common Shares are listed or admitted to trading, or if
      the
      Common Shares are not listed or admitted to trading on any national securities
      exchange, the last sale price reported on the National Market System of the
      National Association of Securities Dealers Automated Quotation System ("NASDAQ")
      on such date, or the last sale price in the over-the-counter market reported
      on
      the NASD OTC Bulletin Board on such date, whichever is applicable, or if there
      are no such prices reported on the NASD OTC Bulletin Board on such date, as
      furnished to the Board by any New York Stock Exchange member selected from
      time
      to time by the Board for such purpose. If there is no bid or asked price
      reported on any such date, the Fair Market Value shall be determined by the
      Board in accordance with the regulations promulgated under Section 2031 of
      the
      Code, or by any other appropriate method selected by the Board.

    


    "Good
      Reason", as used in connection with the termination of a Participant's
      employment or consulting relationship, as the case may be, shall mean (i) with
      respect to any Participant employed under a written employment agreement or
      otherwise providing services to the Company pursuant to a written agreement
      with
      the Company or an Affiliate of the Company, "good reason" as defined in such
      written agreement or, if such agreement contains no such definition, a material
      breach by the Company of such agreement, or (ii) with respect to any other
      Participant, a failure by the Company to pay such Participant any amount
      otherwise vested and due and a continuation of such failure for 30 business
      days
      following notice to the Company thereof.

    


    "Participant"
      shall mean any individual granted an Award under the Plan.

    


    "Person"
      shall mean any individual, corporation, partnership, association, joint-stock
      company, trust, unincorporated organization, or government or political
      subdivision thereof.

     

    
      
         

      

      
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    "Released
      Securities" shall mean securities that were Restricted Securities but with
      respect to which all applicable restrictions have expired, lapsed or been waived
      in accordance with the terms of the Plan or the applicable Award
      Agreement.

    


    "Restricted
      Securities" shall mean any Common Shares granted under Section 6(a) of the
      Plan,
      any right granted under Section 6(a) of the Plan that is denominated in Common
      Shares or any other Award under which issued and outstanding Common Shares
      are
      held subject to certain restrictions.

    


    "Securities
      Act" shall mean the Securities Act of 1933, as amended.

    


    Section
      3. Administration. The Plan shall be administered by the Board.
      Subject

    to
      the
      terms of the Plan and applicable law, and in addition to other express powers
      and authorizations conferred on the Board by the Plan, the Board shall have
      full
      power and authority to: (i) designate Participants; (ii) determine the type
      or
      types of Awards to be granted to an eligible Employee or other individual under
      the Plan; (iii) determine the number of Common Shares to be covered by Awards;
      (iv) determine the terms and conditions of any Award; (v) determine whether,
      to
      what extent, and under what circumstances Awards may be settled or exercised,
      or
      canceled, forfeited or suspended, and the method or methods by which Awards
      may
      be settled, exercised, canceled, forfeited or suspended; (vi) determine
      requirements for the vesting of Awards or performance criteria to be achieved
      in
      order for Awards to vest; (vii) determine whether, to what extent and under
      what
      circumstances Common Shares payable with respect to an Award under the Plan
      shall be deferred either automatically or at the election of the holder thereof
      or of the Board; (viii) interpret and administer the Plan and any instrument
      or
      agreement relating to, or Award made under, the Plan; (ix) establish, amend,
      suspend or waive such rules and regulations and appoint such agents as it shall
      deem appropriate for the proper administration of the Plan; and (x) make any
      other determination and take any other action that the Board deems necessary
      or
      desirable for the administration of the Plan. Unless otherwise expressly
      provided in the Plan, all designations, determinations, interpretations and
      other decisions under or with respect to the Plan or any Award shall be within
      the sole discretion of the Board, may be made at any time and shall be final,
      conclusive and binding upon all Persons, including the Company, any Affiliate,
      any Participant, any holder or beneficiary of any Award, any stockholder and
      any
      Employee. No Awards under this Plan shall be granted after December 31,
      2014.

    


    Section
      4. Common Shares Available for Awards.

    


    (a)    Common
      Shares
      Available. Subject to adjustment as provided in Section 4(b):

    


    (i)    Calculation
      of Number of Common Shares Available. The number of Common Shares available
      for
      granting Awards under the Plan shall be 1,000,000, any or all of which may
      be or
      may be based on Common Stock, any other security which becomes the subject
      of
      Awards, or any combination thereof. Initially 1,000,000 shares of Common Stock
      shall be reserved for Awards hereunder. Further, if, after the date of the
      Plan,
      any Common Shares covered by an Award granted under the Plan or to which such
      an
      Award, are forfeited, or if an Award otherwise terminates or is canceled without
      the delivery of Common Shares, then the Common Shares covered by such Award
      or
      to which such Award relates, or the number of Common Shares otherwise counted
      against the aggregate number of Common Shares available under the Plan with
      respect to such Award, to the extent of any such forfeiture, termination or
      cancellation, shall again be, or shall become, available for granting Awards
      under the Plan.

     

    
      
         

      

      
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    (ii)    Sources
      of
      Common Shares Deliverable Under Awards. Any Common Shares delivered pursuant
      to
      an Award may consist, in whole or in part, of authorized and unissued Common
      Shares or of treasury Common Shares.

     

    (b)    Adjustments.
      In the event that the Board shall determine that any dividend or other
      distribution (whether in the form of cash, Common Shares, other securities
      or
      other property), recapitalization, stock split, reverse stock split,
      reorganization, merger, consolidation, split-up, spin-off, combination,
      repurchase or exchange of Common Shares or other securities of the Company,
      or
      other similar corporate transaction or event affects the Common Shares such
      that
      an adjustment is determined by the Board to be appropriate in order to prevent
      dilution or enlargement of the benefits or potential benefits intended to be
      made available under the Plan, then the Board shall, in such manner as it may
      deem equitable, adjust any or all of (i) the number and kind of Common Shares
      (or other securities or property) which thereafter may be made the subject
      of
      Awards, (ii) the number and kind of Common Shares (or other securities or
      property) subject to outstanding Awards, and (iii) the grant or exercise price
      with respect to any Award or, if deemed appropriate, make provision for a cash
      payment to the holder of an outstanding Award; provided, however, that the
      number of Common Shares subject to any Award denominated in Common Shares shall
      always be a whole number.

    


    Section
      5. Eligibility. Any Employee, including any officer or employee-director of
      the
      Company or of any Affiliate, and any consultant of, or other individual
      providing services to, the Company or any Affiliate shall be eligible to be
      designated a Participant.

    


    Section
      6. Awards.

    


    (a)    Restricted
      Securities.

    


    (i)    Issuance.
      The
      Board is hereby authorized to grant to eligible Employees "Restricted
      Securities" which shall consist of the right to receive, by purchase or
      otherwise, Common Shares which may be subject to such restrictions as the Board
      may impose (including, without limitation, any limitation on the right to vote
      such Common Shares or the right to receive any dividend or other right or
      property), which restrictions may lapse separately or in combination at such
      time or times, in such installments or otherwise, as the Board may deem
      appropriate. Notwithstanding the foregoing, if the Company registers this Plan
      or the Restricted Securities which may be issued hereunder, the Securities
      shall
      have no transfer restrictions thereon

     

    
      
         

      

      
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    (ii)    Registration.
      Restricted Securities granted under the Plan may be evidenced in such manner
      as
      the Board may deem appropriate, including, without limitation, book-entry
      registration or issuance of a stock certificates or certificates. In the event
      any stock certificate is issued in respect of Restricted Securities granted
      under the Plan, such certificate shall be registered in the name of the
      Participant and shall bear an appropriate legend referring to the terms,
      conditions and restrictions applicable to such Restricted
      Securities.

    


    (iii)    Forfeiture.
      Except as otherwise determined by the Board, upon termination of a Participant's
      employment or a Participant's consulting relationship, as the case may be,
      for
      any reason during the applicable restriction period, all of such Participant's
      Restricted Securities which had not become Released Securities by the date
      of
      termination of employment or consulting relationship shall be forfeited and
      reacquired by the Company; provided, however, that the Board may, when it finds
      that a waiver would be in the best interests of the Company, waive in whole
      or
      in part any or all remaining restrictions with respect to such Participant's
      Restricted Securities. Unrestricted Common Shares, evidenced in such manner
      as
      the Board shall deem appropriate, shall be issued to the holder of Restricted
      Securities promptly after such Restricted Securities become Released
      Securities.

    


    (b)    General.

    


    (i)    Limits
      on
      Transfer of Awards.

    


    (A)    No
      Award
      (other than Released Securities), and no right under any such Award, may be
      assigned, alienated, pledged, attached, sold or otherwise transferred or
      encumbered by a Participant otherwise than by will or by the laws of descent
      and
      distribution (or, in the case of Restricted Securities, to the Company) and
      any
      such purported assignment, alienation, pledge, attachment, sale or other
      transfer or encumbrance shall be void and unenforceable against the Company
      or
      any Affiliate.

    


    (B)    Each
      Award,
      and each right under any Award, shall be exercisable, during the Participant's
      lifetime only by the Participant or if permissible under applicable law, by
      the
      Participant's guardian or legal representative.

    


    (ii)    Terms
      of
      Awards. The term of each Award shall be for such period as may be determined
      by
      the Board.

     

    (iii)    Common
      Share
      Certificates. All certificates for Common Shares delivered under the Plan
      pursuant to any Award or the exercise thereof shall be subject to such stop
      transfer orders and other restrictions as the Board may deem advisable under
      the
      Plan or the rules, regulations, and other requirements of the Securities and
      Exchange Commission, any stock exchange upon which such Common Shares are then
      listed, and any applicable Federal or state securities laws, and the Board
      may
      cause a legend or legends to be put on any such certificates to make appropriate
      reference to such restrictions.

     

    
      
         

      

      
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    (v)    Delivery
      of
      Common Shares or Other Securities and Payment by Participant of Consideration.
      No Common Shares or other securities shall be delivered pursuant to any Award
      until payment in full of any amount required to be paid pursuant to the Plan
      or
      the applicable Award Agreement is received by the Company. Such payment may
      be
      made by such method or methods and in such form or forms as the Board shall
      determine, including, without limitation, cash, Common Shares, other securities,
      other Awards or other property, or any combination thereof; provided that the
      combined value, as determined by the Board, of all cash and cash equivalents
      and
      the Fair Market Value of any such Common Shares or other property so tendered
      to
      the Company, as of the date of such tender, is at least equal to the full amount
      required to be paid pursuant to the Plan or the applicable Award Agreement
      to
      the Company.

    


    Section
      7. Amendments. Except to the extent prohibited by applicable law:

    


    (a)    Amendments
      to
      the Plan. The Board may amend, alter, suspend, discontinue, or terminate the
      Plan without the consent of any stockholder, Participant, other holder or
      beneficiary of an Award, or other Person; provided, however, that any amendment,
      alteration, suspension, discontinuation, or termination that would impair the
      rights of any Participant, or any other holder or beneficiary of any Award
      theretofore granted, shall not to that extent be effective without the consent
      of such Participant, other holder or beneficiary of an Award, as the case may
      be.

    


    (b)    Amendments
      to
      Awards. The Board may amend any terms of, or alter, suspend, discontinue, cancel
      or terminate, any Award theretofore granted, prospectively or retroactively;
      provided, however, that any amendment, alteration, suspension, discontinuation,
      cancellation or termination that would impair the rights of any Participant
      or
      holder or beneficiary of any Award theretofore granted, shall not to that extent
      be effective without the consent of such Participant or holder or beneficiary
      of
      an Award, as the case may be.

    


    Section
      8. General Provisions.

    


    (a)    No
      Right to
      Awards. No Employee or other Person shall have any claim to be granted any
      Award
      under the Plan, and there is no obligation for uniformity of treatment of
      Employees, or holders or beneficiaries of Awards under the Plan. The terms
      and
      conditions of Awards need not be the same with respect to each
      recipient.

    


    (b)    Correction
      of
      Defects, Omissions, and Inconsistencies. The Board may correct any defect,
      supply any omission, or reconcile any inconsistency in the Plan or any Award
      in
      the manner and to the extent it shall deem desirable to carry the Plan into
      effect.

     

    
      
         

      

      
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    (c)    Withholding.
      The Company or any Affiliate shall be authorized to withhold from any Award
      granted, from any payment due or transfer made under any Award or under the
      Plan
      or from any compensation or other amount owing to a Participant the amount
      (in
      cash, Common Shares, other securities, other Awards, or other property) of
      withholding taxes due in respect of an Award, its exercise, or any payment
      or
      transfer under such Award or under the Plan and to take such other action as
      may
      be necessary in the opinion of the Company or Affiliate to satisfy all
      obligations for the payment of such taxes. 

    


    (d)    No
      Right to
      Employment. The grant of an Award shall not be construed as giving a Participant
      the right to be retained in the employ of the Company or any Affiliate. Further,
      the Company or an Affiliate may at any time dismiss a Participant from
      employment, free from any liability, or any claim under the Plan, unless
      otherwise expressly provided in the Plan or in any Award Agreement.

    


    (e)    Governing
      Law. The validity, construction, and effect of the Plan and any rules and
      regulations relating to the Plan shall be determined in accordance with the
      laws
      of the State of Nevada and applicable Federal law.

    


    (f)    Severability.
      If any provision of the Plan or any Award is or becomes or is deemed to be
      invalid, illegal or unenforceable in any jurisdiction or as to any Person or
      Award under any law deemed applicable by the Board, such provision shall be
      construed or deemed amended to conform to applicable laws, or if it cannot
      be
      construed or deemed amended without, in the determination of the Board,
      materially altering the intent of the Plan or the Award, such provision shall
      be
      stricken as to such jurisdiction, Person or Award and the remainder of the
      Plan
      and any such Award shall remain in full force and effect. 

    


    (g)    No
      Trust or
      Fund Created. Neither the Plan nor any Award shall create or be construed to
      create a trust or separate fund of any kind or a fiduciary relationship between
      the Company or any Affiliate and a Participant or any other Person. To the
      extent that any Person acquires a right to receive payments from the Company
      or
      any Affiliate pursuant to an Award, such right shall be no greater than the
      right of any unsecured general creditor of the Company or any
      Affiliate.

    


    (h)    No
      Fractional
      Common Shares. No fractional Common Shares shall be issued or delivered pursuant
      to the Plan or any Award, and the Board shall determine whether cash, other
      securities, or other property shall be paid or transferred in lieu of any
      fractional Common Shares or whether such fractional Common Shares or any rights
      thereto shall be canceled, terminated, or otherwise eliminated.

    


    (i)    Headings.
      Headings are given to the Sections and subsections of the Plan solely as a
      convenience to facilitate reference. Such headings shall not be deemed in any
      way material or relevant to the construction or interpretation of the Plan
      or
      any provision thereof.

    


    Section
      9. Adoption, Approval and Effective Date of the Plan. The Plan was adopted
      by
      the Board effective December 8, 2005.

    
      	 	 	 	 
	 	 	 	 
	
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