Exhibit 4.1


    
      

    


    ENDOVASC,
      INC.

    2005
      Executive Compensation Plan

    


    SECTION
      1.  PURPOSE OF THE PLAN.  The
      purpose of the 2005 Executive Compensation Plan (the “Plan”) is to maintain the
      ability of Endovasc, Inc., a Nevada corporation (the “Company”), and its
      subsidiaries to attract and retain highly qualified and experienced officers,
      employees and consultants and to give such officers, employees and consultants
      a
      continued proprietary interest in the success of the Company and its
      subsidiaries. In addition, the Plan is intended to encourage ownership of common
      stock, $.001 par value (the “Common Stock”), of the Company by the officers,
      employees and consultants of the Company, and to provide increased incentive
      for
      such persons to render services and to exert maximum effort for the success
      of
      the Company’s business. 

    


    SECTION
      2.  ADMINISTRATION OF THE PLAN.

    


    (a)
      Committee.  The
      Plan
      shall be administered by the Board of Directors of the Company (the “Board”) or
      a committee thereof designated by the Board with the specific authority to
      administer the Plan. As used in this Plan, the term “Committee” refers to the
      committee designated by the Board or, if no such committee has been designated,
      to the Board. 

    


    (b)
      Committee
      Action.  The
      Committee shall hold its meetings at such times and places as it may determine.
      A majority of its members shall constitute a quorum, and all determinations
      of
      the Committee shall be made by not less than a majority of its members. Any
      decision or determination reduced to writing and signed by a majority of the
      members shall be fully as effective as if it had been made by a majority vote
      of
      its members at a meeting duly called and held. The Committee may designate
      the
      Secretary of the Company or other Company employees to assist the Committee
      in
      the administration of the Plan, and may grant authority to such persons to
      execute award agreements or other documents on behalf of the Committee and
      the
      Company. 

    


    (c)
      Committee
      Expenses.  All
      expenses and liabilities incurred by the Committee in the administration of
      the
      Plan shall he borne by the Company. The Committee may employ attorneys,
      consultants, accountants or other professionals. Subject to the express
      provisions of the Plan, the Committee shall have discretionary authority to
      prescribe, amend and rescind rules and regulations relating to the Plan, to
      interpret the Plan, to prescribe and amend the terms of the option agreements
      (which need not be identical) and to make all other determinations deemed
      necessary or advisable for the administration of the Plan.

    


    SECTION
      3.  STOCK RESERVED FOR THE PLAN. 

    


    (a)
      Number
      of Shares.  Subject
      to adjustment as provided in Section 7 hereof the aggregate number of shares
      of
      Common Stock that may be subject to options granted under the Plan is the number
      of shares that is equal to 15% of the number of shares of Common Stock issued
      and outstanding at any time and from time to time. No amendment to the Plan
      shall be required to increase the number of shares of Common Stock subject
      to
      the Plan as a result of the number of shares of Common Stock from time to time
      issued and outstanding. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)
      Shares
      Subject to Plan.  The
      shares subject to the Plan shall consist of authorized but unissued or treasury
      shares of Common Stock and such number of shares shall be and is hereby reserved
      for sale for such purpose. Any of such shares which may remain unsold and which
      are not subject to issuance upon exercise of outstanding options at the
      termination of the Plan shall cease to be reserved for the purpose of the Plan,
      but until termination of the Plan or the termination of the last of the options
      granted under the Plan, whichever last occurs, the Company shall at all times
      reserve a sufficient number of shares to meet the requirements of the Plan.
      Should any option expire or be cancelled prior to its exercise in full, the
      shares theretofore subject to such option may again be made subject to an option
      under the Plan.

    


    SECTION
      4.  ELIGIBILITY.  The
      Participants shall include officers and employees of the Company and its
      divisions and subsidiaries, and consultants and attorneys who provide bona
      fide
      services to the Company. A Participant who has been granted an option hereunder
      may be granted additional options if the Committee shall so
      determine.

    


    SECTION
      5.  OPTIONS.

    


    (a)
      Committee
      Discretion.  The
      Committee shall have sole and absolute discretionary authority to determine,
      authorize, and designate those persons pursuant to this Plan who are to receive
      options under the Plan and the number of shares of Common Stock to be covered
      by
      such grant and the terms thereof. The Committee shall thereupon grant options
      in
      accordance with such determinations as evidenced by a written option agreement.
      

    


    (b)
      Terms
      and Conditions.  Each
      option granted under the Plan shall be evidenced by an agreement, in a form
      approved by the Committee, which shall be subject to the following express
      terms
      and conditions and to such other terms and conditions as the Committee may
      deem
      appropriate:

    


    (i)
      Option
      Period.  The
      Committee shall promptly notify the Participant of the option grant and a
      written agreement shall promptly be executed and delivered by and on behalf
      of
      the Company and the Participant, provided that the option grant shall expire
      if
      a written agreement is not signed by said Participant (or his agent or attorney)
      and returned to the Company within 60 days from date of receipt by the
      Participant of such agreement. The date of grant shall be the date the option
      is
      actually granted by the Committee, even though the written agreement may be
      executed and delivered by the Company and the Participant after that date.
      Each
      option agreement shall specify the period for which the option thereunder is
      granted (which in no event shall exceed ten years from the date of grant) and
      shall provide that the option shall expire at the end of such period. If the
      original term of an option is less than ten years from the date of grant, the
      option may be amended prior to its expiration, with the approval of the
      Committee and the Participant, to extend the term so that the term as amended
      is
      not more than ten years from the date of grant. 


    
      
        
        

      

      
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    (ii)
      Option
      Price.  The
      purchase price of each share of Common Stock subject to each option granted
      pursuant to the Plan shall be determined by the Committee at the time the option
      is granted and shall not be less than 100% of the fair market value of a share
      of Common Stock on the date the option is granted, as determined by the
      Committee. 

    


    (iii)
      Payment.  The
      option price shall be payable by (A) cash, (B) forgiveness of indebtedness
      or
      obligations, (C) delivery of shares of Common Stock having a fair market value
      on the date of exercise equal to the exercise price of the shares subject to
      the
      options exercised, (D) reduction in the total number of shares issued as a
      result of the exercise by the number of the shares having a fair market value
      on
      the date of exercise equal to the exercise price of the shares subject to the
      options exercised, or (E) any combination of the foregoing. The manner of the
      payment of the exercise price shall be specified in the option exercise
      notice.

    


    (iv)
      Exercise
      Period.  The
      Committee may provide in the option agreement that an option may be exercised
      in
      whole, immediately, or is to be exercisable in increments. In addition, the
      Committee may provide that the exercise of all or part of an option is subject
      to specified performance by the Participant.

    


    (v)
      Procedure
      for Exercise.  Options
      shall be exercised in the manner specified in the option agreement. The notice
      of exercise shall specify the address to which the certificates for such shares
      are to be mailed. A Participant shall be deemed to be a stockholder with respect
      to shares covered by an option on the date the Company receives an option
      exercise notice. As promptly as practicable, the Company shall deliver to the
      Participant certificates for the number of shares with respect to which such
      option has been so exercised, issued in the holder’s name or such other name as
      holder directs; provided, however, that such delivery shall be deemed effected
      for all purposes when a stock transfer agent of the Company shall have deposited
      such certificates with a carrier for overnight delivery, addressed to the holder
      at the address specified pursuant to this Section 5(b)(v).

    


    (vi)
      Termination
      of Employment.  If
      an
      officer or employee to whom an option is granted ceases to be employed by the
      Company for any reason other than death or disability, any option which is
      exercisable on the date of such termination of employment may be exercised
      during a period beginning on such date and ending at the time set forth in
      the
      option agreement; provided, however, that if a Participant’s employment is
      terminated because of the Participant’s theft or embezzlement from the Company,
      disclosure of trade secrets of the Company or the commission of a willful,
      felonious act while in the employment of the Company (such reasons shall
      hereinafter be collectively referred to as “for cause”), then any option or
      unexercised portion thereof granted to said Participant shall expire upon such
      termination of employment. 


    
      
        
        

      

      
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    (vii)
      Disability
      or Death of Participant.  In
      the
      event of the determination of disability or death of a Participant under the
      Plan while he or she is employed by the Company, the options previously granted
      to him may be exercised (to the extent he or she would have been entitled to
      do
      so at the date of the determination of disability or death) at any time and
      from
      time to time, within a period beginning on the date of such determination of
      disability or death and ending at the time set forth in the option agreement,
      by
      the former employee, the guardian of his estate, the executor or administrator
      of his estate or by the person or persons to whom his rights under the option
      shall pass by will or the laws of descent and distribution, but in no event
      may
      the option be exercised after its expiration under the terms of the option
      agreement. A Participant shall be deemed to be disabled if, in the opinion
      of a
      physician selected by the Committee, he or she is incapable of performing
      services for the Company of the kind he or she was performing at the time the
      disability occurred by reason of any medically determinable physical or mental
      impairment which can be expected to result in death or to be of long, continued
      and indefinite duration. The date of determination of disability for purposes
      hereof shall be the date of such determination by such physician.

    


    (viii)
      Assignability.  An
      option
      shall not be assignable or otherwise transferable, in whole or in part, by
      a
      Participant except that an option may be transferable by gift to a member of
      the
      Participant’s immediate family or to a trust in which the Participant and
      members of his immediate family are the only beneficiaries or by will or
      intestate succession.

    


    (ix)
      No
      Rights as Stockholder.  No
      Participant shall have any rights as a stockholder with respect to shares
      covered by an option until the exercise thereof. 

    


    (x)
      Subject
      to Shareholder Approval.  Notwithstanding
      any grant of an option under this Plan by the Committee, no option shall be
      effective until it has been submitted to a vote of the shareholders of the
      Company and received the affirmative vote of at least a majority of the
      shareholders attending the meeting at which such vote is taken in person or
      by
      proxy.

    


    SECTION
      6.  EXTRAORDINARY CORPORATE EVENTS.

    


    (a)
      No
      Effect on Restructure Rights.  The
      existence of outstanding options shall not affect in any way the right or power
      of the Company or its stockholders to make or authorize any or all adjustments,
      recapitalizations, reorganizations, exchanges, or other changes in the Company’s
      capital structure or its business, or any merger or consolidation of the
      Company, or any issuance of Common Stock or other securities or subscription
      rights thereto, or any issuance of bonds, debentures, preferred or prior
      preference stock ahead of or affecting the Common Stock or the rights thereof,
      or the dissolution or liquidation of the Company, or any sale or transfer of
      all
      or any part of its assets or business, or any other corporate act or proceeding,
      whether of a similar character or otherwise. 


    
      
        
        

      

      
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    (b)
      Fundamental
      Change.  If
      the
      Company recapitalizes or otherwise changes its capital structure, or merges,
      consolidates, (b) sells all of its assets or dissolves (each of the foregoing
      a
“Fundamental Change”), then thereafter upon any exercise of an option
      theretofore granted the Participant shall be entitled to purchase under such
      option, in lieu of the number of shares of Common Stock as to which option
      shall
      then be exercisable, the number and class of shares of stock and securities
      to
      which the Participant would have been entitled pursuant to the terms of the
      Fundamental Change if, immediately prior to such Fundamental Change, the
      Participant had been the holder of record of the number of shares of Common
      Stock subject to options issued under the Plan. If (i) the Company shall not
      be
      the surviving entity in any merger or consolidation (or survives only as a
      subsidiary of another entity), (ii) the Company sells all or substantially
      all
      of its assets to any other person or entity (other than a wholly owned
      subsidiary), (iii) any person or entity (including a “group” as contemplated by
      Section 13(d)(3) of the Exchange Act) acquires or gains ownership or control
      of
      (including, without limitation, power to vote) more than 50% of the outstanding
      shares of Common Stock, (iv) the Company is to be dissolved and liquidated,
      or
      (v) as a result of or in connection with a contested election of directors,
      the
      persons who were directors of the Company before such election shall cease
      to
      constitute a majority of the Board (each such event in clauses (i) through
      (v)
      above is referred to herein as a “Corporate Change”), the Committee, in its sole
      discretion, may accelerate the time at which all or a portion of a Participant’s
      option may be exercised for a limited period of time before or after a specified
      date.

    


    (c)
      Changes
      in Company’s Capital Structure.  If
      the
      outstanding shares of Common Stock or other securities of the Company, or both,
      for which the option is then exercisable at any time be changed or exchanged
      by
      declaration of a stock dividend, stock split, combination of shares,
      recapitalization, or reorganization, the number and kind of shares of Common
      Stock or other securities which are subject to the Plan or subject to any
      options theretofore granted, and the option prices, shall be proportionately
      adjusted

    


    (d)
      Acceleration
      of Options.  Except
      as
      hereinbefore expressly provided (i) the issuance by the Company of shares of
      stock or any class of securities convertible into shares of stock of any class,
      for cash, property, labor or services, upon direct sale, upon the exercise
      of
      rights to subscribe therefor, or upon conversion of shares or obligations of
      the
      Company convertible into such shares or other securities, (ii) the payment
      of a
      dividend in property other than Common Stock or (iii) the occurrence of any
      similar transaction, and in any case whether or not for fair value, shall not
      affect, and no adjustment by reason thereof shall be made with respect to,
      the
      number of shares of Common Stock subject to options theretofore granted or
      the
      purchase price per share, unless the Committee shall determine, in its sole
      discretion, that an adjustment is necessary to provide equitable treatment
      to
      Participant. Notwithstanding anything to the contrary contained in this Plan,
      the Committee may, in its sole discretion, accelerate the time at which any
      option may be exercised, including, but not limited to, upon the occurrence
      of
      the events specified in this Section 6.


    
      
        
        

      

      
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    SECTION
      7.  AMENDMENTS OR TERMINATION.  The
      Board
      may amend, alter or discontinue the Plan, but no amendment or alteration shall
      be made which would impair the rights of any Participant, without his consent,
      under any option theretofore granted.

    


    SECTION
      8.  COMPLIANCE WITH OTHER LAWS AND
      REGULATIONS.  The
      Plan,
      the grant and exercise of options thereunder, and the obligation of the Company
      to sell and deliver shares under such options or warrants, shall be subject
      to
      all applicable federal and state laws, rules and regulations and to such
      approvals by any governmental or regulatory agency as may be required. The
      Company shall not be required to issue or deliver any certificates for shares
      of
      Common Stock prior to the completion of any registration or qualification of
      such shares under any federal or state law or issuance of any ruling or
      regulation of any government body which the Company shall, in its sole
      discretion, determine to be necessary or advisable. 

    


    SECTION
      9.  PURCHASE FOR INVESTMENT.  Unless
      the options and shares of Common Stock covered by this Plan have been registered
      under the Securities Act of 1933, as amended, or the Company has determined
      that
      such registration is unnecessary, each person acquiring or exercising an option
      under this Plan may be required by the Company to give a representation in
      writing that he or she is acquiring such option or such shares for his own
      account for investment and not with a view to, or for sale in connection with,
      the distribution of any part thereof.

    


    SECTION
      10.  TAXES.

    


    (a)
      The
      Company may make such provisions as it may deem appropriate for the withholding
      of any taxes which it determines is required in connection with any options
      granted under this Plan.

    


    (b)
      Notwithstanding the terms of Paragraph 10(a), any Participant may pay all or
      any
      portion of the taxes required to be withheld by the Company or paid by him
      or
      her in connection with the exercise of a option by electing to have the Company
      withhold shares of Common Stock, or by delivering previously owned shares of
      Common Stock, having a fair market value, equal to the amount required to be
      withheld or paid. A Participant must make the foregoing election on or before
      the date that the amount of tax to be withheld is determined (“Tax Date”). All
      such elections are irrevocable and subject to disapproval by the Committee.
      Elections by Covered Participants are subject to the following additional
      restrictions: (i) such election may not be made within six months of the grant
      of an option, provided that this limitation shall not apply in the event of
      death or disability, and (ii) such election must be made either six months
      or
      more prior to the Tax Date. Where the Tax Date in respect of an option is
      deferred until six months after exercise and the Participant elects share
      withholding, the full amount of shares of Common Stock will be issued or
      transferred to him upon exercise of the option, but he or she shall be
      unconditionally obligated to tender back to the Company the number of shares
      necessary to discharge the Company’s withholding obligation or his estimated tax
      obligation on the Tax Date.


    
      
        
        

      

      
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    SECTION
      11.  REPLACEMENT OF OPTIONS.  The
      Committee from time to time may permit a Participant under the Plan to surrender
      for cancellation any unexercised outstanding option and receive from the Company
      in exchange an option for such number of shares of Common Stock as may be
      designated by the Committee. The Committee may, with the consent of the holder
      of any outstanding option, amend such option, including reducing the exercise
      price of any option to not less than the fair market value of the Common Stock
      at the time of the amendment and extending the exercise term of any
      option.

    


    SECTION
      12.  NO RIGHT TO COMPANY EMPLOYMENT.  Nothing
      in this Plan or as a result of any option granted pursuant to this Plan shall
      confer on any individual any right to continue in the employ of the Company
      or
      interfere in any way with the right of the Company to terminate an individual’s
      employment at any time. The option agreements may contain such provisions as
      the
      Committee may approve with reference to the effect of approved leaves of
      absence.

    


    SECTION
      13.  EFFECTIVENESS AND EXPIRATION OF
      PLAN.  The
      Plan
      shall be effective on the date the Board adopts the Plan and the Plan and all
      options granted prior thereto have been approved by a majority of the
      outstanding shares of Common Stock. The Plan shall expire ten years after the
      date it becomes effective and thereafter no option shall be granted pursuant
      to
      the Plan.

    


    SECTION
      14.  GOVERNING LAW.  This
      Plan
      and any agreements hereunder shall be interpreted, enforced, and construed
      in
      accordance with the substantive laws of the state of incorporation of the
      Company, excluding any of its conflicts laws or choice of law principles, and
      applicable federal law.

     

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