Exhibit 4.1


                                 TECHLITE, INC.

                             2004 STOCK OPTION PLAN


Section 1.  General Purpose of Plan; Definitions.
            ------------------------------------

         The name of this plan is the TechLite, Inc. 2004 Stock Option Plan (the
"Plan").  The Plan was adopted by the Board on October 15, 2004.  The purpose of
the Plan is to enable  the  Company  to  attract  and  retain  highly  qualified
personnel  who will  contribute  to the  Company's  success  by  their  ability,
ingenuity and industry and to provide incentives to the participating  officers,
employees,  directors,  consultants  and  advisors  that are linked  directly to
increases in stockholder  value and will  therefore  inure to the benefit of all
stockholders of the Company.

         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

         "Act" means Securities Exchange Act of 1934, as amended.

         "Administrator"  means the Board,  or if the Board does not  administer
the Plan, the Committee in accordance with Section 2.

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto.

        "Committee" means the Committee of the Board designated from time to
time by the Board to be the Administrator.

         "Commission" means Securities and Exchange Commission.

         "Company"  means  TechLite,  Inc.,  an  Oklahoma  corporation  (or  any
successor corporation).

         "Disability"   means  the  inability  of  a   Participant   to  perform
substantially  his duties  and  responsibilities  to the  Company by reason of a
physical or mental  disability or infirmity  (i) for a continuous  period of six
months, or (ii) at such earlier time as the Participant submits medical evidence
satisfactory  to the  Company  that he has a physical  or mental  disability  or
infirmity which will likely prevent him from returning to the performance of his
work duties for six months or longer.  The date of such  Disability  shall be on
the last  day of such  six-month  period  or the day on  which  the  Participant
submits such satisfactory medical evidence, as the case may be.

         "Effective Date" shall mean the date provided pursuant to Section 9.

         "Eligible  Employee"  means an  employee  of the  Company  eligible  to
participate in the Plan pursuant to Section 4.

         "Fair Market  Value" means,  as of any given date,  with respect to any
awards granted hereunder,  at the discretion of the Administrator and subject to
such limitations as the Administrator  may impose,  (A) if the Stock is publicly
traded, the closing sale price of the Stock on such date as reported in the Wall
Street Journal,  or the average of the closing price of the Stock on each day on
which  the  Stock  was  traded  over  a  period-of  up to  twenty  trading  days
immediately  prior to such  date,  (B) the  fair  market  value of the  Stock as
determined in accordance  with a method  prescribed in the agreement  evidencing
any award  hereunder,  or (C) the fair  market  value of the Stock as  otherwise
determined by the Administrator in the good faith exercise of its discretion.


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         "Incentive Stock Option" or "ISO" means any Stock Option intended to be
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code (and any successor provision of the Code having a similar intent).

         "Non-Qualified  Stock  Option" or "NQSO" means any Stock Option that is
not an Incentive  Stock Option,  including any Stock Option that provides (as of
the time such  option is  granted)  that it will not be treated as an  Incentive
Stock Option.

         "Parent  Corporation"  means any corporation  (other the Company) in an
unbroken  chain  of  corporations  ending  with  the  Company,  if  each  of the
corporations in the chain (other than the Company) owns stock  possessing 50% or
more of the  combined  voting  power of all classes of stock in one of the other
corporations in the chain.

         "Participant" means any Eligible Employee, consultant or advisor to the
Company selected by the Administrator, pursuant to the Administrator's authority
in Section 2 below, to receive grants of Stock Options.

         "Stock" means the Common Stock, $0.001 par value, of the Company.

         "Stock  Option"  means any option to purchase  shares of Stock  granted
pursuant to Section 5.

         "Subsidiary"  means any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  (other than the last corporation) in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in the chain.

Section 2.  Administration.
            --------------

         The Plan shall be  administered  by the Board or by the Committee which
shall be  appointed  by the Board and which shall  serve at the  pleasure of the
Board.

         The  Administrator  shall have the power and  authority  to grant Stock
Options to Eligible Employees, consultants and advisors to the Company, pursuant
to the terms of the Plan.

         In particular, the Administrator shall have the authority:


                  (a) to select  those  employees  of the  Company  who shall be
Eligible Employees;

                  (b) to determine  whether and to what extent Stock Options are
to be granted hereunder to Eligible  Employees,  consultants and advisors to the
Company;


<PAGE>

                  (c) to  determine  the  number of shares to be covered by each
Stock Option granted hereunder;

                  (d) to determine the terms and  conditions,  not  inconsistent
with the terms of the Plan, of any Stock Option granted hereunder; and

                  (e) to determine the terms and  conditions,  not  inconsistent
with  the  terms  of the  Plan,  which  shall  govern  all  written  instruments
evidencing the Stock Options.

         The  Administrator  shall have the  authority,  in its  discretion,  to
adopt,  alter and repeal such  administrative  rules,  guidelines  and practices
governing  the Plan as it shall from time to time deem  advisable;  to interpret
the terms and  provisions  of the Plan and any award  issued under the Plan (and
any agreements relating thereto);  and to otherwise supervise the administration
of the Plan.

         All decisions made by the  Administrator  pursuant to the provisions of
the Plan shall be final and binding on all  persons,  including  the Company and
the Participants.

Section 3.  Stock Subject to Plan.
            ---------------------

         The total number of shares of Stock reserved and available for issuance
under the Plan (and the total  number of shares  that may be  granted  as ISO's)
shall be 5,000,000 of shares of Stock.  Such shares may consist,  in whole or in
part, of authorized and unissued shares or treasury shares.

         To the extent that a Stock Option  expires or is  otherwise  terminated
without  being  exercised,  such shares shall again be available for issuance in
connection  with future  awards under the Plan. If any shares of Stock have been
pledged as collateral for  indebtedness  incurred by a Participant in connection
with the  exercise of a Stock Option and such shares are returned to the Company
in satisfaction of such  indebtedness,  such shares shall again be available for
issuance in  connection  with future awards under the Plan. To the extent that a
Participant  is eligible to use,  and uses,  shares of Stock to exercise a Stock
Option, the number of Shares of Stock so used shall be available for issuance in
connection with future awards under the Plan.

         In  the   event   of   any   merger,   reorganization,   consolidation,
recapitalization,   stock  dividend  or  other  change  in  corporate  structure
affecting the Stock, an appropriate  substitution or adjustment shall be made in
the aggregate  number of shares  reserved for issuance  under the Plan as may be
determined by the Administrator, in its sole discretion. Any other substitutions
or adjustments shall be made as may be determined by the  Administrator,  in its
sole discretion.  In connection with any event described in this paragraph,  the
Administrator  may  provide,  in its  discretion,  for the  cancellation  of any
outstanding awards and payment in cash or other property therefor.

Section 4.  Eligibility.
            -----------

         Officers  (including  officers  who  are  directors  of  the  Company),
employees of the Company,  and  consultants  and advisors to the Company who are
responsible for or contribute to the management,  growth and/or profitability of
the business of the Company shall be eligible to be granted Stock  Options.  The
Participants  under  the  Plan  shall  be  selected  from  time  to  time by the
Administrator,  in its sole  discretion,  from  among  the  Eligible  Employees,
consultants and advisors to the Company  recommended by the senior management of
the Company, and the Administrator shall determine, in its sole discretion,  the
number of shares covered by each award.


<PAGE>

Section 5.  Stock Options.
            -------------

         Any Stock  Option  granted  under the Plan shall be in such form as the
Administrator may from time to time approve,  and the provisions of Stock Option
awards need not be the same with respect to each  optionee.  Recipients of Stock
Options shall enter into a subscription and/or award agreement with the Company,
in such form as the  Administrator  shall  determine  which  agreement shall set
forth,  among other things,  the exercise  price of the option,  the term of the
option and provisions regarding exercisability of the option granted thereunder.

         The Stock Options granted under the Plan may be of two types:

(i) Incentive Stock Options and (ii) Non-Qualified Stock Options.

         The  Administrator  shall  have the  authority  to grant  any  Eligible
Employee Incentive Stock Options,  Non-Qualified Stock Options, or both types of
Stock Options.  Consultants and advisors may only be granted Non-Qualified Stock
Options.  To the extent that any Stock  Option does not qualify as an  Incentive
Stock Option, it shall constitute a separate  Non-Qualified  Stock Option.  More
than  one  option  may  be  granted  to the  same  optionee  and be  outstanding
concurrently hereunder.

         Stock Options  granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent  with the  terms  of the  Plan,  as the  Administrator  shall  deem
desirable:

         (1) Option Price. The option price per share of Stock purchasable under
a Stock Option shall be determined by the  Administrator  in its sole discretion
at the time of grant but shall not, (i) in the case of Incentive  Stock Options,
be less than 100% of the Fair  Market  Value of the Stock on such date,  (ii) in
the case of  Non-Qualified  Stock  Options,  be less than 75% of the Fair Market
Value of the Stock on such date,  and (iii) in any  event,  be less than the par
value of the Stock.  If an  employee  owns or is deemed to own (by reason of the
attribution  rules applicable under Section 425(d) of the Code) more than 10% of
the  combined  voting power of all classes of stock of the Company or any Parent
Corporation  and an  Incentive  Stock  Option is granted to such  employee,  the
option price of such Incentive  Stock Option (to the extent required by the Code
at the time of grant) shall be no less than 110% of the Fair Market Value of the
Stock on the date such Incentive Stock Option is granted.

         (2) Option  Term.  The term of each Stock  Option shall be fixed by the
Administrator,  but no Stock  Option  shall be  exercisable  more than ten years
after the date such  Stock  Option is  granted;  provided,  however,  that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
425(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent  Corporation and an Incentive Stock Option is
granted to such employee, the term of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no more than five years from
the date of grant.

         (3) Exercisability.  Stock Options shall be exercisable at such time or
times and subject to such terms and  conditions  as shall be  determined  by the
Administrator  at  or  after  grant.  The  Administrator  may  provide,  in  its
discretion, that any Stock Option shall be exercisable only in installments, and
the Administrator may waive such installment  exercise provisions at any time in
whole or in part based on such factors as the  Administrator  may determine,  in
its sole discretion.


<PAGE>

         (4) Method of Exercise.  Subject to Section 5(3) above,  Stock  Options
may be  exercised in whole or in part at any time during the option  period,  by
giving written notice of exercise to the Company satisfying the number of shares
to be purchased, accompanied by payment in full of the purchase price in cash or
in such other form of  consideration as is set forth in the related Stock Option
agreement  as   determined   by  the   Administrator.   As   determined  by  the
Administrator,  in its sole discretion,  payment in whole or in part may also be
made in the form of unrestricted Stock already owned by the optionee;  provided,
however,  that the right to make payment in the form of already owned shares may
be authorized  only at the time of grant.  An optionee shall  generally have the
rights to dividends  and any other rights of a  stockholder  with respect to the
Stock subject to the option only after the optionee has given written  notice of
exercise,  has paid in full for such shares,  and, if  requested,  has given the
representation described in paragraph (1) of Section 10.

         The  Administrator  may require  the  voluntary  surrender  of all or a
portion of any Stock Option  granted under the Plan as a condition  precedent to
the grant of a new Stock Option. Subject to the provisions of the Plan, such new
Stock Option shall be exercisable  at the price,  during such period and on such
other terms and conditions as are specified by the Administrator at the time the
new Stock  Option is  granted.  Upon their  surrender,  Stock  Options  shall be
canceled and the shares previously  subject to such canceled Stock Options shall
again be available for grants of Stock Options and other awards hereunder.

         (5) Loans. The Company may make loans available to Stock Option holders
in connection  with the exercise of outstanding  options granted under the Plan,
as the Administrator,  in its discretion, may determine; provided, however, that
the right to make  payment  in the form of loans may be  authorized  only at the
time of grant and the terms of such  loans  shall be  specified  in the  related
Stock Option  agreement.  Such loans shall (i) be evidenced by promissory  notes
entered  into by the  Stock  Option  holders  in favor of the  Company,  (ii) be
subject  to the terms and  conditions  set forth in this  Section  5(5) and such
other terms and conditions, not inconsistent with the Plan, as the Administrator
shall determine,  (iii) bear interest, if any, at such rate as the Administrator
shall  determine,  and (iv) be subject to Board  approval (or to approval by the
Administrator to the extent the Board may delegate such authority).  In no event
may the  principal  amount of any such loan  exceed the sum of (x) the  exercise
price less  the-par  value of the  shares of Stock  covered  by the  option,  or
portion thereof,  exercised by the holder, and (y) any federal, state, and local
income tax  attributable  to such  exercise.  The initial term of the loan,  the
schedule of payments of  principal  and  interest  (if any) under the loan,  the
extent to which the loan is to be with or without  recourse  against  the holder
with respect to principal  or interest  and the  conditions  upon which the loan
will become payable in the event of the holder's termination of employment shall
be  determined  by  the  Administrator.   Unless  the  Administrator  determines
otherwise,  when a loan is made,  shares of Stock  having a Fair Market Value at
least equal to the  principal  amount of the loan shall be pledged by the holder
to the Company as security  for payment of the unpaid  balance of the loan,  and
such pledge shall be evidenced by a pledge  agreement,  the terms of which shall
be determined by the Administrator,  in its discretion;  provided, however, that
each loan shall comply with all applicable  laws,  regulations  and rules of the
Board of  Governors  of the Federal  Reserve  System and any other  governmental
agency having jurisdiction.

         (6)  Non-Transferability of Options. Unless otherwise determined by the
Administrator,  no Stock Option shall be transferable  by the optionee,  and all
Stock Options shall be exercisable,  during the optionee's lifetime, only by the
optionee.

         (7) Termination of Employment or Service.  If an optionee's  employment
with or service  as a  director  of or  consultant  or  advisor  to the  Company
terminates by reason of death,  Disability  or for any other  reason,  the Stock
Option may  thereafter  be  exercised to the extent  provided in the  applicable
subscription   or  award   agreement,   or  as  otherwise   determined   by  the
Administrator.

         (8) Annual Limit on  Incentive  Stock  Options.  To the extent that the
aggregate  Fair Market  Value  (determined  as of the date the  Incentive  Stock
Option is  granted)  of shares of Stock with  respect to which  Incentive  Stock
Options granted to an Optionee under this Plan and all other option plans of the
Company or its Parent  Corporation  become exercisable for the first time by the
Optionee during any calendar year exceeds $100,000,  such Stock Options shall be
treated as Non-Qualified Stock Options.


<PAGE>

Section 6.  Amendment and Termination.
            -------------------------

         The Board may amend,  alter or discontinue  the Plan, but no amendment,
alteration,  or discontinuation  shall be made that would impair the rights of a
Participant  under any award  theretofore  granted  without  such  Participant's
consent.

         The Administrator may amend the terms of any award theretofore granted,
prospectively  or  retroactively,  but,  subject  to  Section  3 above,  no such
amendment shall impair the rights of any holder without his or her consent.

Section 7.  Unfunded Status of Plan.
            -----------------------

         The Plan is intended to  constitute  an  "unfunded"  plan for incentive
compensation.  With respect to any payments not yet made to a Participant by the
Company,  nothing  contained  herein shall give any such  Participant any rights
that are greater than those of a general creditor of the Company.

Section 8.  General Provisions.
            ------------------

         (1)  The  Administrator  may  require  each  person  purchasing  shares
pursuant to a Stock Option to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution thereof.
The certificates for such shares may include any legend which the  Administrator
deems appropriate to reflect any restrictions on transfer.


         All  certificates for shares of Stock delivered under the Plan shall be
subject  to  such   stock-transfer   orders  and  other   restrictions   as  the
Administrator  may deem  advisable  under  the  rules,  regulations,  and  other
requirements of the Commission,  any stock exchange upon which the Stock is then
listed,   and  any  applicable   federal  or  state   securities  law,  and  the
Administrator  may  cause  a  legend  or  legends  to  be  placed  on  any  such
certificates to make appropriate reference to such restrictions.

         (2) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation  arrangements,  subject to stockholder approval
if such  approval is required;  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any employee, director, consultant or advisor of the Company any
right to continued  employment or service with the Company,  as the case may be,
nor shall it interfere in any way with the right of the Company to terminate the
employment  or  service  of any  of its  employees,  directors,  consultants  or
advisors at any time.

         (3) Each  Participant  shall,  no later  than the date as of which  the
value  of an  award  first  becomes  includible  in  the  gross  income  of  the
Participant  for  federal  income  tax  purposes,  pay to the  Company,  or make
arrangements  satisfactory  to  the  Administrator  regarding  payment  of,  any
federal,  state,  or local taxes of any kind required by law to be withheld with
respect to the award.  The  obligations  of the Company  under the Plan shall be
conditional  on the making of such  payments  or  arrangements,  and the Company
shall,  to the extent  permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the Participant.

         (4) No member of the Board or the  Administrator,  nor any  officer  or
employee  of the  Company  acting on  behalf of the Board or the  Administrator,
shall be  personally  liable for any action,  determination,  or  interpretation
taken or made in good faith with  respect  to the Plan,  and all  members of the
Board or the  Administrator  and each and any officer or employee of the Company
acting  on  their  behalf  shall,  to the  extent  permitted  by law,  be  fully
indemnified  and  protected  by the  Company  in  respect  of any  such  action,
determination or interpretation.

<PAGE>

Section 9.  Effective Date of Plan.
            ----------------------

         The Plan became  effective (the "Effective  Date") on October 15, 2004;
provided that, the Plan shall become  effective with respect to Incentive  Stock
Options on the date the Company's stockholders formally approve the Plan.

Section 10.  Term of Plan.
             ------------

         No Stock Option  shall be granted  pursuant to the Plan on or after the
tenth  anniversary  of the Effective  Date, but awards  theretofore  granted may
extend beyond that date.