EXHIBIT
      4.1

    


    XIOM
      Corp.

    


    2008
      Employee and Consultant Stock Plan

    

      1. Purpose.
        The
        purpose of this 2008 Employee and Consultant Stock Plan (“Plan”) is to provide
        compensation in the form of common stock (“Common Stock”) of XIOM
        Corp.(“Corporation”) to employees and “eligible consultants” (as defined in
        Section 3 hereof) who have previously rendered services to the Corporation
        or
        who will render services to the Corporation in the future.

    

    


    2. Administration.
      (a)
      This Plan shall be administered by the Board of Directors of the Corporation
      who
      may from time to time (i) issue orders or adopt resolutions not inconsistent
      with the provisions of this Plan and (ii) interpret the provisions and supervise
      the administration of the Plan. The President of the Corporation shall make
      initial determinations as to which employees and “eligible consultants”
(including professionals and advisors) will be considered to receive shares
      of
      Common Stock under the Plan and on what terms and conditions. The President
      of
      the Corporation will provide a list of such individuals to the Board of
      Directors. All final determinations under the Plan shall be made 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 of Directors. Subject to the Corporation’s Bylaws,
      all decisions by the Board of Directors in selecting employees and “eligible
      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 “eligible consultants.”

    


    3. Eligible
      Consultants.
      The
      Corporation may engage “advisors” and/or “consultants,” who are residents of the
      United States of America and who may participate in this Plan in the future,
      as
      long as such “advisors” and/or “consultants” fit the definition of “employee”
included the General Instructions to Securities and Exchange Commission (“SEC”)
      Form S-8, which define the term “employee” to include any employee, director,
      general partner, officer, consultant or advisor. Such General Instructions
      impose three essential limitations on “consultants” and “advisors” eligible for
      participation in a plan covered by SEC Form S-8. Therefore, in order for a
      “consultant” or “advisor” to the Corporation to be an “eligible consultant”
under this Plan and to be eligible to receive shares of Common Stock under
      this
      Plan and pursuant to a Form S-8 filed by the Corporation with the SEC, such
      “consultant” and/or “advisor” (i) must be a natural person; (ii) must provide
      bona fide services to the Corporation; and (iii) the services rendered by such
      “consultant” or “advisor” may not be in connection with the offer or sale of
      securities in a capital-raising transaction and may not directly or indirectly
      promote or maintain a market for the Corporation’s securities.

    


    4. Shares
      Subject to the Plan.
      The
      total number of shares of Common Stock subject to this Plan is
      2,375,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
5. Investment
      Intent.
      Unless
      and until the sale and issuance of Common Stock subject
      to the Plan are registered under the Securities Act of 1933, as amended
      (“Securities Act”). or shall be exempt from registration pursuant to the rules
      promulgated thereunder, each grant of Common Stock under the Plan shall provide
      that the acquisitions of Common Stock hereunder shall be for investment purposes
      and not with a view to, or for resale in connection with, any distribution
      thereof. Further, unless the issuance and sale of the Common Stock has been
      registered under the Securities Act, each grant of Common Stock shall provide
      that no shares shall be sold unless and until (i) all then applicable
      requirements of state and federal laws and regulatory agencies shall have been
      fully complied with to the satisfaction of the Corporation and its counsel;
      and
      (ii) if requested to do so by the Corporation, the person who is to receive
      a
      grant of Common Stock pursuant to the Plan shall have executed and delivered
      to
      the Corporation a letter of investment intent and/or such other form related
      to
      applicable exemptions from registration, all in such form and substance as
      the
      Corporation may required.

    


    6. Stock
      Splits, Stock Dividends, Combinations or Reclassifications.
      In the
      event of any change in the outstanding stock of the Corporation by reason of
      a
      stock split, stock dividend, combination or reclassification of shares,
      recapitalization, merger or similar event (“Adjusting Event”), the Board of
      Directors may adjust proportionally (a) the number of shares of Common Stock
      reserved under the Plan, which have not been granted as of the effective date
      of
      such Adjusting Event.

    


    7. Withholding.
      The
      Corporation shall have the right to deduct from any grant of Common Stock an
      appropriate number of shares for payment of taxes by law or to take such other
      action as may be necessary in the opinion of the Corporation to satisfy all
      obligations for withholding of such taxes. If Common Stock is used to satisfy
      tax withholding, such stock shall be valued in good faith by the Board of
      Directors, who may use reported trading data from the Over-the-Counter Bulletin
      Board for the five trading days preceding such withholding.

    


    8. Governing
      Law.
      The
      Plan and all determinations made and action taken 

    pursuant
      hereto, to the extent not otherwise governed by the securities laws of the
      United States, shall be governed by the law of the State of Delaware and
      construed accordingly.

    


    9. Termination
      of the Plan.
      This
      Plan shall terminate upon the issuance of all shares available under the Plan
      or
      when it is otherwise terminated by the Board of Directors.

    


    10. 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 sole members of the Board of Directors of XIOM Corp.
      hereby certify that the foregoing Plan was adopted by unanimous vote of the
      Board of Directors on November
      10, 2008.

    

      
        	
                /s/
                  Andrew Mazzone

              	 
	
                Andrew
                  Mazzone, Director

              	 
	 	 
	
                /s/
                  Thomas Gardega

              	 
	
                Thomas
                  Gardega, Director