Filed by Automated Filing Services Inc. (604) 609-0244 - Alternet Systems, Inc.- Exhibit 4.1






EXHIBIT 4.1


ALTERNET SYSTEMS, 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 the “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 6,000,000. The shares
subject to the Plan will be registered with the SEC on or about January 28, 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 Alternet Systems, Inc. hereby certifies that the foregoing Plan
  was adopted by a unanimous vote of the Board of Directors on January 29, 2008.

	 	ALTERNET SYSTEMS, INC. 
	 	 
	 	By: 
	 	 
	 	       Henryk
      Dabrowski 
	 	       President,
      Director