Exhibit 4.1

                           Golden Spirit Gaming Ltd.
                              2006 STOCK INCENTIVE
                                      AND
                                  OPTION PLAN


1. THE PLAN.

The purpose of the Golden Spirit Gaming Ltd. (the Company) 2006 Stock Incentive
and Option Plan (the Plan) is to provide the Company with the means of
attracting and retaining the services of highly motivated and qualified
directors and key personnel.

The Plan is intended to advance the interests of the Company and its
stockholders by affording to key employees, consultants and non-employee
directors, upon whose skill, judgment, initiative, and efforts the Company is
largely dependent for the successful conduct of its business, an opportunity for
investment in the Company and incentives inherent in stock ownership in the
Company. The term Company shall include all subsidiaries of the Company.

2. LEGAL COMPLIANCE.

It is the intent of the Plan that it conform in all respects with the
requirements of Rule 16b-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (Rule 16b-3) or, in connection with Incentive
Stock/Options (ISOs), as such term is defined in Section 422 (a) of the Internal
Revenue Code of 1986 (the Code) as mentioned from time to time.  If any aspect
of the Plan does not conform to Section 422 (a) of the Code, as amended from
time to time, such aspect shall be deemed to be modified, deleted, or otherwise
changed as necessary to insure continued compliance with such provisions.

3. ADMINISTRATION OF THE PLAN.

3.1 PLAN COMMITTEE:  The Plan shall be administered by a committee (the
Committee).  The members of the Committee shall be appointed from time to time
by the Board of Directors of the Company (the Board) and shall consist of not
less than two (2) nor more than five (5) persons.

3.2 COMMITTEE PROCEDURES:  The Committee from time to time may adopt such rules
and regulations for carrying out the purposes of the Plan as it may deem proper
and in the best interests of the company.  The committee shall keep minutes of
its meetings and records of its actions.  A Majority of the members of the
committee shall constitute a quorum for the transaction of any business by the
Committee.  The Committee may act at any time by an affirmative vote of a
majority of those members voting.  Such vote may be taken at a meeting which may
be conducted in person, telephonically, or by written consent of all Committee
members without a meeting.

3.3 FINALITY OF COMMITTEE ACTION:  The Committee's actions shall be final and
conclusive and binding on all persons, including, without limitations, the
Company, its stockholders, the Committee and each of the members of the
Committee, respective successor(s) and interest(s).

3.4 NON LIABILITY OF COMMITTEE MEMBERS:  No Committee member shall be liable for
any action or determination made by him in good faith with respect to the Plan
or any Options granted or shares issued thereunder.

4. NON-EXCLUSIVITY OF THE PLAN.

Nothing contained in the Plan is intended to amend, modify, or rescind any
previously app[roved compensation plan(s), program(s) or option(s) entered into
by the Company.  This Plan shall be construed to be in addition to and
independent of any and all such other arrangements.  Neither the adoption of the
Plan by the Board nor the submission of the Plan to the Stockholders of the
Company for approval shall be construed as creating limitations on the power or
authority of the Board to adopt, with or without stockholder approval, such
additional or other compensation arrangements as the Board may from time to time
deem desirable.

5. GOVERNING LAW.

The Plan and all rights and obligations under it shall be construed and enforced
in accordance with the laws of the State of Delaware.