exhibit4_1.htm


    EXHIBIT
      4.1

     

    SMARTMETRIC,
      INC.

    


    2008
      PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN

    


    1.  Purpose.
      The purpose
      of this Plan is to provide compensation in the form of Common Stock of the
      Company to eligible consultants that have previously rendered services or
      that  will  render  services  during  the  term  of
      this 2008 Professional/Consultant Stock Compensation Plan (hereinafter referred
      to as the Plan.)

    


    2.  Administration.
      (a)  This Plan shall be administered by the Board of Directors who may
      from time to time issue orders or adopt resolutions, not inconstant with the
      provisions of this Plan, to interpret the provisions and supervise the
      administration of this Plan.  The President shall make initial
      determinations as to which consultants, professionals or advisors will be
      considered to receive shares under this Plan, in addition, will provide a list
      to the Board of Directors. All final determinations shall be by the affirmative
      vote of a majority of the members of the Board of Directors at a meeting called
      for such purpose, or reduced to writing and signed by a majority of the members
      of the Board. Subject to the Corporation's Bylaws,
      all  decisions  made  by  the  Directors  in  selecting  eligible  consultants
      (hereinafter referred to as Consultants), establishing the number of shares,
      and
      construing the provisions of this Plan shall be final, conclusive and binding
      on
      all persons including the Corporation, shareholders, employees and
      Consultants.

    


    (b)  The
      Board of Directors may from time to time appoint a Consultants Plan Committee,
      consisting of at least one Director and one officer, none of whom shall be
      eligible to participate in the Plan while members of the Committee. The Board
      of
      Directors may delegate to such Committee power to select the particular
      Consultants that are to receive shares, and to determine the number of shares
      to
      be allocated to each such Consultant.

    


    (c)
      If
      the SEC Rules and or regulations relating to the issuance of Common Stock under
      a Form S-8 should change during the terms of this Plan, the Board of Directors
      shall have the power to alter this Plan to conform to such changes.

    


    3.  Eligibility.  Shares
      shall be granted only to Professionals and Consultants that are within that
      class for which Form S-8 is applicable.

    


    4.  Shares
      Subject to the
      Plan.  The total number of shares of Common Stock to be subject
      to this Plan is

    3,000,000.
      The shares subject to the Plan will be registered with the SEC on or about
      January 8, 2008 in a Form S-8 Registration.

    


    5.  Death
      of Consultant.
If a Consultant dies while he is a Consultant of the Corporation or
      of
      any

    subsidiary,
      or within 90 days after such termination, the shares, to the extent that the
      Consultant was to be issued shares under the plan, may be issued to his personal
      representative or the person or persons to whom his rights under the
      plan  shall  pass  by  his  will  or  by  the  applicable  laws  of  descent
      and distribution.

    


    6.  Termination
      of Consultant,
      retirement or disability.  If a Consultant shall cease to be
      retained by the Corporation for any reason (including retirement and disability)
      other than death after he shall have

    continuously
      been so retained for his specified term, he may, but only within the three-month
      period immediately following such termination, request his pro-rata number
      of
      shares for his services already rendered.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.  Termination
      of the
      Plan.  This Plan shall terminate one year after its adoption by
      the Board of Directors.

    At
      such
      time, any shares that remain unsold shall be removed from registration by means
      of a post-effective amendment to the Form S-8.

    


    8.  Effective
      Date of the
      Plan.  This Plan shall become effective upon its adoption by
      the Board of Directors.

    


    


    


    


    CERTIFICATION
      OF ADOPTION

    (By
      the
      Board of Directors)

    


    The
      undersigned, being the President and Chairman of the Board of Directors of
      Smartmetric, Inc. hereby certifies that the foregoing Plan was adopted by a
      unanimous vote of the Board of Directors on January 2, 2008.

    


    


    ____________________________

    Colin
      Hendrick

    



    
      
        
        

      

      
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