Exhibit 4.1
2005 Stock Option Plan

                             2005 STOCK OPTION PLAN
                                       of
                         INTERNATIONAL POWER GROUP, LTD.


1. Definitions. When used herein, unless the context otherwise requires:

(a). "Board of Directors" or "Board" shall mean the Board of Directors of the
Corporation, as constituted at any time.
(b). "Chairman of Board" shall mean the person who at the time shall be Chairman
of the Board of Directors.
(c). "Code" shall mean the Internal Revenue Code of 1986, an amended.
(d). "Corporation" shall mean International Power Group Lt d, or any parent, or
successor thereof.
(e). "Fair Market Value" shall mean on a specified date shall be not less than
(A) the last reported sale price of the Shares on such date on any regulated
securities market, electronic bulletin board, "pink sheet" market, or other
third party market, including the National Association Securities Dealers,
Inc.'s OTCBB market, if any, on which Shares are primarily traded, but if no
Shares were traded on such date, then on the last previous date on which any
Share was so traded, or (B) if the Shares are not listed on any stock exchange
or market, than the value as established by the Board for such date using any
reasonable method of valuation.
(f). "Incentive Options" shall mean "incentive stock options" as that term is
defined in Code Section 422 or the successor to that section in the Code.
(g). "Key Employee" shall mean a person designated by the Board of Directors who
is employed by the Corporation and whose continued employment is considered to
be in the best interests of the Corporation.
(h). "Key Individual" shall mean a person, other than an employee of the
Corporation, designated by the Board of Directors who is committed to the
interests of the Corporation.
(i). "Non-Qualified Options" shall mean options that are not intended to
qualify, or otherwise do not qualify, as "incentive stock options" under the
Code Section 422 or successor Section. To the extent that Options that are
designated Incentive Options do not qualify as "incentive stock options" under
the Code Section 422 or the successor to that section, those Options shall be
treated as Non-Qualified Options.
(j). "Option" shall mean a grant of a Incentive Stock Option or a Non-Qualified
Stock Option under the Plan and/or under any Option Agreement.
(k). "Optionee" shall mean a Key Employee or Key Individual that has been
granted an Option under the Plan.
(l). "Options" shall mean the Stock Options granted pursuant to this Plan.
(m). "Option Agreement" shall mean any written agreement (including any
amendment or supplements thereto) for Options issued under the Plan between the
Corporation and either a Key Employee or a Key Individual.
(n). "Option Shares" shall mean shares of common stock, $0.00001 of the
Corporation underlying an Option granted pursuant to the Plan.
(o). "Plan" shall mean this 2005 Stock Option Plan of International Power Group,
Ltd., as may be amended from time to time.
(p). "President" shall mean the person who at the time shall be the President of
the Corporation.


(q)."Non-Qualified Options" shall mean options that are not intended to qualify,
or otherwise do not qualify, as "incentive stock options" under the Code Section
422 or successor Section.
(r). "Shares" shall mean the share of common stock, $0.00001 par value, of the
Corporation.
(s). "Subsidiary" shall mean wholly owned subsidiary of the Corporation, if any.

2. Purpose.

(a) The purpose of the Plan is to advance the interests of the Corporation by
encouraging and enabling the acquisition of a larger personal proprietary
interests in the Corporation by employees and directors of, and consultants to,
the Corporation upon whose judgment and keen interest the Corporation is largely
dependent for the successful conduct of its operation and by providing such
employees, directors and consultants with incentives to put forth maximum effort
for the success of the Corporation's business. It is anticipated that the
incentives will stimulate the efforts of such employees, directors and
consultants on behalf of the Corporation and its Subsidiaries, and strengthen
their desire to remain with the Corporation and its Subsidiaries. It also is
expected that such incentives and the opportunity to acquire such a proprietary
interest will enable the Corporation and its Subsidiaries to attract desirable
personnel.
(b). The Plan authorizes the Board of Directors to grant Incentive Options to
Key Employees and to grant Non- Qualified Options to Key Employees and Key
Individuals.

3. Administration. The Plan shall be administered by the Board of Directors as
provided herein. Determination of the Board as to any question which may arise
with respect to the interpretation of the provisions of the Plan and Options
shall be final. The Board may authorize and establish such rules, regulations
and revisions thereof not inconsistent with the provisions of the Plan, as it
may been advisable to make the Plan and Options effective or provide for their
administration, and may take such other action with regard to the Plan and
Options as it shall deem advisable to effectuate their purpose. The Board may
select each Optionee and shall determine (i) the number of Shares to be subject
to each Incentive Option and Non-Qualified Option, (ii) the time at which each
Incentive Option and Non-Qualified Option is to be granted, (iii) whether an
Incentive Option and Non-Qualified Option shall be granted in exchange for the
cancellation and termination of a previously granted option or options under the
Plan or otherwise, (iv) the purchase price for the Incentive Option and
Non-Qualified Option Shares, provided that the purchase price shall be a fixed,
and cannot be a fluctuating, price, (v) the option period, including provisions
for the termination of the Option prior to the expiration of the exercise period
upon the occurrence of certain events, (vi) the manner in which an Incentive
Option and Non-Qualified Option becomes exercisable, including whether portions
of the Incentive Option and Non-Qualified Option become exercisable at different
times, and (vii) such other terms and conditions as the Board may deem necessary
or desirable.

4. Participants. Incentive Options may be granted only to Key Employees.
Non-Qualified Options may be granted to both Key Employees and Key Individuals.
Key Employees and Key Individuals my hold more than one option under the Plan
and may hold options under the Plan as well as options under other plans of the
Corporation. The parties to whom Options are granted under this Plan, and the
number of Shares subject to each such Option, shall be determined by the Board,
in its sole discretion, subject to however, to the terms and conditions of this
Plan. Key Employees to whom Options may be granted may include employees who are
also directors of a Subsidiary, if any.

5. Shares. Subject to the provisions of Section 13 hereof, the Board may grant
Options with respect to an aggregate of up to 30,000,000 Shares, all of which
Shares may be either Shares held in treasury or authorized but unissued Shares.
If the Shares that would be issued or transferred pursuant to any Option are not
issued or transferred and cease to be issuable or transferable for any reason,
the number of Shares subject to such Option will no longer be charged against
the limitation provided herein and may again be made subject to Options.

6. Grant of Options. The number of any Options to be granted to any Optionee
shall be determined by the Board in its sole discretion. Options may be granted
to the same person at different times. The form of the Option shall be
determined from time to time by the Board. A certificate of Option or Option
Agreement signed by the Chairman of the Board or President or a Vice President
of the Corporation, shall be issued to each person to whom an Option is granted.

7. Purchase Price. Subject to paragraph 13, the purchase price per Share for
Incentive Options and Non-Qualified Options shall be fixed by the Board at the
time of grant of the Option, and shall not be fluctuating, but shall not be less
than one hundred percent (100%) of the Fair Market Value on the date of such
grant; provided, however, that the purchase price per share for the Shares to be
purchased shall not be less than the par value for share.


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8. Duration of Options. The duration of each Option shall be determined by the
Board at the time of grant; provided however that the duration of any Option
shall not be more than five (5) years from the date of grant.

9. Exercise of Options.

(a). Except as otherwise provided herein, Options, after the grant hereof, shall
be exercisable by the holder at such rate and times as may be fixed by the Board
at the time of grant. Notwithstanding the foregoing, all or part of any
remaining unexercised Options granted to any person may be exercised upon the
occurrence of such special circumstances or event as in the opinion of the Board
merits special consideration, but in no event prior to the approval of the Plan
by shareholders as provided in Section 21.
(b) During the lifetime of the Optionee, the Option shall be exercisable only by
the Optionee; provided that, subject to the following sentence, in the event of
the legal disability of an Optionee, the guardian or personal representative of
the Optionee may exercise the Option. If the Option is an Incentive Option it
may be exercised by the guardian or personal representative of the Optionee only
if the guardian or personal representative obtains a ruling from the Internal
Revenue Service or an opinion of counsel to the effect that neither the grant
nor the exercise of such power is violative of Code Section 422(b)(5) or the
successor to that provision. Any opinion of counsel must be both from counsel
acceptable to the Option Committee and in a form acceptable to the Option
Committee.
(c) No Option Shares may be sold, transferred or otherwise disposed of within
six months of the Date Of Grant by any person who is subject to the reporting
requirements of Section 16(a) of the Exchange Act on the Date Of Grant.
(d) An Option shall be exercised by the delivery of a written notice duly signed
by the holder thereof to such effect, together with the Option certificate and
the full purchase price of the Shares purchased pursuant to the exercise of the
Option, to the President or officer of the Corporation appointed by the
President for the purchase of receiving same. Payment of the full purchase price
shall be made as follows; by delivery in cash, or by check payable to the order
of the Corporation; or by any other method of payment as the Board in its
discretion may permit.
(e) Within a reasonable time after the exercise of an Option, the Corporation
shall cause to be delivered to the person entitled thereto, a certificate for
the Shares purchased pursuant to the exercise of the Option. If the Option shall
have been exercised with respect to less than all of the Shares subject to the
Option, the Corporation shall also cause to be delivered to the person entitled
to a new Option certificate in replacement of the certificate surrendered at the
time of the exercise of the Option, indicating the number of Shares with respect
to which the Option remains available for exercise, or the original Option
certificate shall be endorsed to give effect to the partial exercise thereof.
(f) Notwithstanding any other provision of the Plan or Option, no Option granted
pursuant to the Plan may be exercised at any time when the Option or the
granting or exercise thereof violates any law or governmental order or ruling.

10. Consideration for Options. The Corporation shall obtain consideration for
the grant of an Option as the Board in its discretion may determine.

11. Restrictions on Transferability of Options. Options shall not be
transferable, except as authorized in writing by the Board of Directors in its
sole discretion.

12. Termination of Options. All or part of any Option, to the extent
unexercised, shall terminate immediately upon the death of an holder, or the
termination or cessation for any reason of the holder's employment by, or
service with, the Corporation or any Subsidiary, except that the holder shall
have three months following the cessation of employment or service, and no
longer, to exercise any unexercised Option that could have been exercised on the
date on which such employment or service terminated; provided, however, that
such exercise must be accomplished prior to the expiration of the term of such
Option.

13. Adjustment Provision. If prior to the complete exercise of the any Option
there shall be declared and paid a stock dividend upon the Shares or if the
Shares shall be spilt up, converted, exchanged, reclassified, or in any way
substituted for, then the Option, to the extent that it has not been exercised,
shall entitle the holder thereof upon future exercise of the Option to such
number and kind of securities or cash or other property subject to the terms of
the Option to which he would have been entitled had he actually owned the Shares


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subject to the unexercised portion of the Option at the time of the occurrence
of such stock dividend, split-up, conversion, exchange, reclassification or
substitution, and the aggregate purchase price upon future exercise of the
Option shall be the same as if the originally optioned Shares were being
purchased thereunder. If any such event should occur, the number of Shares with
respect to which Options remain to be issued, or with respect to which Options
may be reissued, shall be adjusted in a similar manner. Notwithstanding any
other provision of the Plan, in the event of a recapitalization, rights
offering, separation, reorganization, or any other change in the corporate
structure or outstanding Shares, the Board may make such equitable adjustments
to the number of Shares and class of shares available hereunder to any
outstanding Options as it shall deem appropriate to prevent dilution or
enlargement of rights. Subject to any required action of shareholders, if the
Corporation shall be the surviving company in any merger or consolidation, any
Options granted hereunder shall cover the securities to which a holder of the
number of Shares covered by the unexercised portion of the Option would have
been entitled pursuant to the terms of the merger or consolidation. Unless
otherwise provided by the Board, upon any merger or consolidation in which the
Corporation is not the surviving company, a dissolution or liquidation of the
Corporation or a sale of substantially all or all of its assets, all Options
outstanding hereunder must be exercisable immediately prior to such merger or
consolidation, except that the surviving corporation may grant an option or
options to purchase its shares on such terms and conditions, both as to the
number of shares and otherwise, which shall substantially preserve the rights
and benefits of any Option then outstanding hereunder. Any fractional shares or
securities issuable upon the exercise of an Option as a result of any of the
foregoing adjustments, may, in the discretion of the Board, be eliminated or
payable in cash based upon the Fair Market Value of such shares or securities at
the time of such exercise.

14. Issuance of Shares and Compliance with Securities Act. The Corporation may
postpone the issuance and delivery of the Option Shares until (a) the admission
of such Shares to listing on any stock exchange on which the Shares of the
Corporation of the same class are then listed, and (b) the completion of such
registration or other qualification of such Shares under any State or Federal
law, rule, requirements or regulation as the Corporation shall determine to be
necessary or advisable. Any holder of an Option shall make such representations
and furnish such information as may, in the opinion of counsel for the
Corporation, be appropriate to permit the Corporation, in light of the then
existence or non-existence with respect to such Shares of an effective
Registration Statement under the Securities Act of 1933, as amended (the "Act"),
to issue Shares in compliance with the provisions of the Act or any comparable
act. The Corporation shall have the right, in its sole discretion, to legend any
Option Shares, or may issue stop transfer orders with respect thereof.

15. Income Tax Withholding. If the Corporation or a Subsidiary is required to
withhold any amounts by reason of any federal, state, provincial or local tax
rules or regulations in respect of the issuance of Shares pursuant to the
exercise of the Option, the Corporation or the Subsidiary shall be entitled to
deduct and withhold such amounts from any cash or payment to be made to the
holder of the Option. In any event, the holder shall make available to the
Corporation or such Subsidiary, promptly when requested by the Corporation or
such Subsidiary; and the Corporation or Subsidiary shall be entitled to take and
authorize such steps as it deems necessary in order to have such funds made
available to the Corporation or Subsidiary out of funds or property due or to
become due to the holder of such Option.

16. Amendment to the Plan. Except as hereinafter provided, the Board may at any
time withdraw or from time to time amend the Plan as it relates to, the terms
and conditions of, any Option not therefore granted, and the Board, with the
consent of the affected holder of any Option, may at any time withdraw or from
time to time amend the Plan as it relates to, the terms and conditions of, any
outstanding Option. Notwithstanding the foregoing, any amendment by the Board
which would increase the number of Shares issuable under the Plan or change the
class of Optionees shall be subject to the approval of the shareholders of the
Corporation within one (1) year from date of adoption of such amendment.

17. No Right of Employment or Service. Nothing contained herein or in an Option
shall be construed to confer upon any employee or consultant any right to be
continued in the employ or service of the Corporation or any Subsidiary or
mitigate any right of the Corporation or any Subsidiary to retire, request the
resignation of or discharge or otherwise cease its services arrangement with any
employee or consultant at any time, with or without cause.

18. Rights as a Stockholder. No person shall have any rights as a stockholder
with respect to any share covered by an Option until that person shall become
the holder of record of such share and, except as provided in Section 13, no
adjustments shall be made for dividends or other distributions or other rights
as to which there is an earlier record date.


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19. Limitation On Amount Of Option. The aggregate Fair Market Value of the
Shares underlying all Incentive Options that have been granted to a particular
Optionee and that become exercisable for the first time during the same calendar
year shall not exceed $100,000, provided that this amount shall be increased or
decreased, from time to time, as Code Section 422 or the successor to that
Section, is amended so that this amount at all times shall equal the amount of
the limitation set forth in the Code. For purposes of the preceding sentence,
Fair Market Value of the Shares underlying any particular Option shall be
determined as of the date that Option is granted.

20. Ten Percent Stockholder Rule. No Incentive Option may be granted to a Key
Employee who, at the time the Incentive Option is granted, owns stock possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or of any "parent corporation" or "subsidiary corporation", as
those terms are defined in Section 424, or its successor provision, of the Code,
unless at the time the Incentive Option is granted the purchase price for the
Shares is at least 110 percent of the Fair Market Value of the Shares on the
date of such grant and the Incentive Option by its terms is not exercisable
after the expiration of five years from the date of such grant. For purposes of
the preceding sentence, stock ownership shall be determined as provided in
Section 424, or its successor provision, of the Code.

21. Effective Date. The Plan is conditioned upon its approval by the
shareholders of the Corporation on or before December 2005 at any annual or
special meeting of shareholders of the Corporation, except that this Plan is
adopted and approved by the Board effective June 15, 2005 to permit the grant of
Option prior to the approval of the Plan by the shareholders of the corporation
as aforesaid. In the event the Plan is not approved by the shareholders of the
Corporation as aforesaid, this Plan and any Options granted hereunder shall be
void and of no force and effect.

22. Final Issuance Date. No Option shall be granted under the Plan after June
15, 2010.