Shengtai Power International, Inc.: Exhibit 4.1 - Prepared by TNT Filings
Inc.




  

  



Exhibit 4.1

VT VIDEO SERVICES, INC. 

2004 EQUITY INCENTIVE PLAN 

ARTICLE 
1

PURPOSE 


The purpose of this Plan is to promote
the interests of VT Video Services, Inc. (the "Company") and to motivate,
attract, and retain the services of persons upon whose judgment, efforts, and
contributions the success of the Company's business depends. The plan is further
intended to align the personal interests of such persons with the interests of
the shareholders of the Company through equity participation in the Company's
growth and success. Capitalized terms not otherwise defined in the text are
defined in Article 2. 


ARTICLE 2 

DEFINITIONS 


The following words and phrases shall
have the following meanings for purposes of this Plan: 

(a)

 "Award"
means any Option, or any Restricted Stock Award or any other right or interest
relating to Stock, cash or property, granted to a Participant under the Plan.


(b) 

"Award
Agreement'' means any written agreement, contract, or other instrument or
document evidencing an Award. 

(c) 

"Board of
Directors" means the Board of Directors of the Company or, if the context so
requires, a Committee thereof appointed pursuant to Article 6. 

(d)

 "Cause"
means (i) conviction of any crime involving fraud or gross misconduct, (ii)
noncompliance with reasonable directives of the Board of Directors or its
designees, (iii) violation of Company rules, policies or procedures or of the
Plan or any applicable Award Agreement. 

(e) 

"Code" means the
Internal Revenue Code of 1986, as amended from time to time. 


(f) 


"Committee" means the committee of the Board of Directors
described in Article 6. 

(g) 

"Disability"means
the following: a Participant shall be disabled if he or she is unable to perform
the duties of his customary position of employment by reason of any nledically
determinable physical or mental impairment which can be expected to result in
death or which can be expected to last for a continuous period of not less than
12 months. The Board of Directors may require such medical or other evidence, as
it deems necessary to judge the nature and permanency of the Participant's
condition. 

 

 

 

 


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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 



(h)

 "Effective
Date" shall mean September 17,2004. 

(i) 

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


(j)

 "Fair
Market Value" means with respect to Stock or any other property, the fair market
value of such Stock or other property determined by the Board of Directors in
good faith using such methods or procedures as may be established from time to
time by the Board of Directors. Unless otherwise determined by the Board of
Directors, the Fair Market Value of Stock as of any date shall be the mean
between the bid and asked quotations for the Stock on that date as reported by
the National Association of Securities Dealers Automated Quotation System
(NASDAQ) or, if there are no bid or asked quotations on such date, the mean
between the bid and asked quotations on the next preceding date for which
quotations are available. If the Stock is subsequently listed and traded upon a
recognized securities exchange or shall be quoted on a recognized national
market system, the Fair Market Value shall be the closing price on such date or,
if no closing price is so reported for that date, the closing price on the next
preceding date for which a closing price was reported. 

(k)

 "Incentive
Stock Option" means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto. 

(1)

 "Non-QualiJied
Stock Option"means an Option that is not intended to be an Incentive Stock
Option. 

(m)

 "Option"
means a right granted to a Participant under Article 7 of the Plan to purchase
Stock at a specified price during specified time periods. An Option may be
either an Incentive Stock Option or a Non-Qualified Stock Option. 

(n) 

"Participant"
means a person who, as an employee, officer, director, consultant, independent
contractor, or adviser of the Company or any Subsidiary, has been granted an
Award under the Plan. 

(0)

 "Plan"
means VT Video Services, Inc. 2004 Equity Incentive Plan, as amended from time
to time. 

(p)

 "Restricted
Stock Award' means Stock granted to a Participant or offered for sale to a
Participant under Article 8. 


(q)

 "Retirement"
means a Participant's termination of employment with the Company after attaining
any normal or early retirement age specified in any pension, profit sharing, or
other retirement program sponsored by the Company, if any. 

(r) 

"SecuritiesAct"
means the Securities Act of 1933, as amended. 

(s)

 "Stock?'
means Common Stock of VT Video Services, Inc.. 

 


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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 



(t) 


"Subsidiary" means any corporation of
which a majority of the outstanding voting stock or voting power is beneficially
owned directly or indirectly by the Company. 

(u) 


"Ten Percent Owner" means any
individual who, at the date of grant of an Incentive Stock Option, owns stock
possessing more than ten percent of the total combined voting power of all
classes of Stock of the Company or a Subsidiary. For purposes of determining
such percentage, the individual with respect to whom such percentage is being
determined shall be considered as owning the Stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors, and lineal descendants; and Stock owned, directly or
indirectly, by or for a corporation, partnership, estate, or trust, shall be
considered as being owned proportionately by or for its shareholders, partners,
or beneficiaries. 

(v)

 "Termination
Date" means the date on which the employment (or other service or
relationship in the case of a Participant who is not an employee of the Company)
of a Participant terminates for any reason or no reason. 

(w)

 "Transfer
Agent" means the Transfer Agent appointed by the Board of Directors which
could include the Company acting as its own Transfer Agent. 


ARTICLE 3 

EFFECTIVE DATE AND TERM 


3.1 

Effective Date.
The Plan was approved by the Board of Directors and stockholders of the Company
as of the Effective Date. 

3.2 

Term. This Plan
shall terminate on the tenth anniversary of the Effective Date, subject to
Article 12. 


ARTICLE 4 

SHARES SUBJECT TO THE PLAN 


4.1 

Number of Shares.
The aggregate number of shares of Stock reserved and available for Awards shall
initially be three million (3,000,000) shares of Stock. 

4.2 

Lapsed Awards. To
the extent that an Award terminates, expires or lapses for any reason, any
shares of Stock subject to the Award will again be available for the grant of an
Award under the Plan provided the Participant has not received any benefits of
ownership of the Shares subject to the terminated expired or lapsed Award, in
each case to the full extent available pursuant to the applicable rules and
interpretations of the Exchange Act and Code. 

4.3

 Payments in
Stock. Any shares of Stock tendered to or withheld by the Company in connection
with payment for Stock purchased pursuant to the Plan or withholding taxes
thereon shall be added back to the aggregate number of shares reserved and
available for Awards under the Plan in each case to the fullest extent permitted
under the applicable rules and interpretations of the Exchange Act and Code.





  
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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 




4.4



Stock Distributed. Any Stock distributed
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Stock, treasury Stock, or Stock purchased on the open market subject to
applicable rules and interpretation of the Exchange Act. 


ARTICLE 5 

ELIGIBILITY 


Awards may be granted only to an individual
who is an employee (including an employee who also is a director or officer),
officer, director, consultant, independent contractor, or adviser of the Company
or a Subsidiary, as determined by the Board of Directors. 


ARTICLE 6 

ADMINISTRATION AND AUTHORITY 


6.1 

Administration.
The Plan shall be administered by the Board of Directors or a Committee
appointed by the Board of Directors to administer the Plan at any time or from
time to time. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board of Directors. From time to time, the Board of
Directors may increase .the size of the Committee and appoint additional members
thereof, remove members (with or without cause), appoint new members in
substitution therefor, and fill vacancies however caused. 

6.2

 Authority.
The Committee (or if authorized as Committee, the Board of Directors) has the
exclusive power, authority, and discretion to: 

(a) 

designate
Participants; 

(b) 

determine the
type or types of Awards to be granted to each Participant; 

(c) 

determine the
number of Awards to be granted and the number of shares of Stock subject to an
Award; 

(d)

 prescribe
the form of each Award Agreement, which need not be identical for each
Participant; 

(e)

 determine
the terms and conditions of any Award granted under the Plan, including but not
limited to, the exercise price, grant price, or purchase price, any restrictions
or limitations on the Award, any schedule for lapse of forfeiture restrictions
or restrictions on the exercisability of an Award and accelerations or waivers
thereof, and any modification or amendment of any Award previously granted,
based in each case on such considerations as the Board of Directors in its sole
discretion determines; 


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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN


(f) 



determine whether, to what extent, and under what circumstances
an Award may be settled in, or the exercise price of an Award may be paid in,
cash, Stock, other Awards, or other property, or an Award may be canceled,
forfeited, or surrendered; 

(g) 

determine
whether, to what extent, and ~mder what circumstances cash, Stock, other Awards,
other property, and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the holder thereof or of the
Board of Directors; 

(h) 

decide all other
matters that must be determined in connection with an Award; 

(i)

 establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable
to administer the Plan; 


(j) 


interpret the Plan, any Award, and any Award Agreement in its
discretion; and 

(k) 

make all other
decisions and determinations that may be required under the Plan or as the Board
of Directors deems necessary or advisable to administer the Plan. 

6.3 

Decisions
Binding. All decisions, interpretations, and determinations by the Board of
Directors with respect to the Plan, any Award, and any Award Agreement are
final, binding, and conclusive on all parties. 


ARTICLE 7

STOCK OPTIONS 


7.1

 Terms
and Conditions. The Board of Directors is authorized to grant Options to
Participants on the following terms and conditions: 

(a) 

Exercise Price.
The exercise price per share of Stock under 
an Option
shall be determined by the Board of Directors. 

(b) 

Payment. Payment
for Stock issued upon exercise of an Option shall be made in accordance with
Article 9 of the Plan. 

(c) 

Time and
Conditions of Exercise. The Board of Directors shall determine the time or times
at which an Option may be exercised in whole or in part, provided that no Option
may be exercisable prior to six months following the date of the grant of such
Option if and to the extent such limitation is necessary or required under Rule
16b-3, or successor authority, under the Exchange Act. 

(d) 

Evidence of
Option. All Optioiis shall be evidenced by a written Award 

Agreement between the Company and the Participant. The Award
Agreement shall include such provisions as may be specified by the Board of
Directors. 

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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 



7.2 

Incentive Stock
Options. The terms of any Incentive Stock Options granted under the Plan must
comply with the following additional rules: 

(a) 

Employees Only.
Incentive Stock Options may only be granted to employees (including officers and
directors who are also employees) of .the Company or a Subsidiary. 

(b) 

Exercise Price.
The exercise price per share of Stock shall be set by the Board of Directors,
provided that the exercise price for any Incentive Stock Option may not be less
than the Fair Market Value as of the date of the grant. 

(c)

 Exercise.
In no event may any Incentive Stock Option be exercisable for more than ten
years from the date of its grant. 

(d) 

Individual Dollar
Limitation. The aggregate Fair Market Value (determined as of the time an Award
is made) of all shares of Stock with respect to which Incentive Stock Options
are first exercisable by any one Participant in any calendar year may not exceed
$100,000. Options granted in excess of this limitation shall be deemed to be
Non-Qualified Stock Options. 

(e) 

Ten Percent
Owners. An Incentive Stock Option may be granted to a Ten Percent Owner,
provided that at the time such option is granted the exercise price per share of
Stock shall not be less than 110% of the Fair Market Value and such option by
its terms is not exercisable after the expiration of five years from the date of
its grant. 


(f)


 Expiration
of Incentive Stock Options. No Award of an Incentive Stock Option may be made
pursuant to this Plan after the expiration of ten years from the Effective Date.


(g) 

Right to
Exercise. During a Participant's lifetime, an Incentive Stock Option may be
exercised only by the Participant. 

(h)

 Tax-Qualified
ISOP Options. All provisions of the Plan relating to Incentive Stock Options
shall be administered and interpreted in accordance, and so as to comply, with
the provisions of Section 422 of the Code. 

7.3 

Termination of
Participant. Notwithstanding the exercise periods set forth in any Award
Agreement, Options shall be subject to the following: 

(a) 

An Option shall
lapse ten years after it is granted, unless an earlier time is set in the Award
Agreement. 

(b) 

If a
Participant's employment is terminated due to Disability, Retirement, or for any
other reason other than for Cause, such Participant may exercise his or her
Incentive Stock Options only to the extent that such Incentive Stock Options
would have been exercisable on the Termination Date; provided, that such
exercise is made prior to the earlier of (i) the expiration of three months (one
year in the case of Disability) after the Termination Date or (ii) the
expiration date of the Option set forth in the Award Agreement. If a
Participant's employment is terminated due to Cause, the Participant's Incentive
Stock Options shall automatically lapse and not be exercisable by the
Participant, whether or not such Options were vested. 


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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 



(c) 

Except as
otherwise provided in the Award Agreement or thereafter determined by the Board
of Directors in writing, if a Participant's employment, contractual or other
relationship with the Company is terminated due to Disability, Retirement, or
for any other reason other than for Cause, such Participant may exercise his or
her Non-Qualified Stock Options, only to the extent that such Options would have
been exercisable on the Termination Date; provided, that such exercise is made
within six months after the Termination Date, or such other time period as set
forth in the Award Agreement. If a Participant's employment, contractual or
other relationship is terminated due to Cause, the Participant's Non-Qualified
Stock Options shall automatically lapse and not be exercisable by the
Participant, whether or not such Options were vested. 

(d) 

If a Participant
dies before his or her Options lapse pursuant to this Section, then the
Participant's Options may be exercised, only to the extent that such Options
would have been exercisable on the date of the Participant's death; provided,
that such exercise is made prior to the earlier of (i) the first anniversary of
such Participant's death or (ii) the expiration date of the Option set forth in
the Award Agreement. Upon the Participant's death, any exercisable Options may
be exercised by the Participant's legal representative or representatives.



ARTICLE 8 

RESTRICTED STOCK AWARDS 


8.1 

Restricted Stock
Awards. The Board of Directors is authorized to make Awards of Restricted Stock
to Participants either in the form of a grant of Stock or an offer to sell Stock
to a Participant, in such amounts and subject to such terms, conditions and
restrictions as may be selected by the Board of Directors. All Awards of
Restricted Stock shall be evidenced by an Award Agreement. An Award Agreement
may specify whether, and to what extent, holders of Restricted Stock Awards
shall have voting, dividend and other rights of holders of Stock. 

8.2

 Issuance
and Restrictions. Restricted Stock shall be subject to such restrictions on
transferability and other restrictions, including without limitation "vesting"or
forfeiture restrictions, as the Board of Directors may impose. These
restrictions may lapse separately or in combination at such times, under such
circumstances, in such installments, or otherwise, as the Board of Directors
determines at the time of the grant of .the Award or thereafter. 

8.3 

Forfeiture.
Except as otherwise determined by the Board of Directors at the time of the
grant of the Award or thereafter, upon termination of employment during the
applicable restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited and reacquired by the Company; provided,
however, that the Board of Directors may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in specified circumstances, and the Board of
Directors may in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock. 

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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 



8.4 

Payment and
Certificates for Restricted Stock. If a Restricted Stock Award provides for the
purchase of Stock by a Participant, payment shall be made pursuant to Article
9 of the Plan.
Restricted Stock granted under the Plan may be evidenced in such manner as the
Board of Directors shall determine. To the extent that an Award is granted in
the form of newly issued Restricted Stock, the Award recipient, as a condition
to the grant of such an Award, shall be required to pay to the Company in cash,
cash equivalents or other legal consideration an amount equal to the par value
of such Restricted Stock. To the extent that an Award is granted in the form of
Restricted Stock from the Company's treasury, no such cash consideration shall
be required of the Award recipients. If certificates representing shares of
Restricted Stock are registered in the name of the Participant, certificates
must bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Restricted Stock, and the Company shall retain
physical possession of the certificate until such time as all applicable
restrictions lapse. 


ARTICLE 9 

PAYMENT FOR STOCK PURCHASES; WITHHOLDING TAXES; RELOAD OPTIONS 


9.1 

Payment. Payment
for Stock purchased pursuant to the Plan may be made in cash (by check) or,
where expressly approved for the Participant by the Board of Directors in an
Award Agreement or otherwise in writing and where permitted by law: 

(a) 

by cancellation
of indebtedness of the Company to the Participant; 


(b) 

by surrender of
(or attestation to the ownership of) Stock valued at Fair Market Value on the
date new Stock is purchased under the Plan; provided, however, that such
surrender or attestation shall not be permitted if such action would cause the
Company to recognize compensation expense (or additional compensation expense)
with respect to the Award for financial reporting purposes; 

(c) 

by waiver of
compensation due or accrued to Participant for services rendered; 

(d)

 by tender
of property acceptable to the Board of Directors; 

(e)

 with
respect oilly to purchases upon exercise of an Option, and provided that a
public market for the Stock then exists: 

(i)

 through a
"same day sale" commitment from Participant and a broker- dealer that is a
member of the National Association of Securities Dealers (a "NASD Dealer")
whereby Participant irrevocably elects to exercise the Option and to sell a
portion of the Stock so purchased to pay for the exercise price (and any
applicable withholding taxes), and whereby the NASD Dealer irrevocably commits
upon receipt of such Stock to forward the exercise price and any such
withholding taxes directly to the Company's Transfer Agent; 

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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 



(ii) 

through a
"margin" commitment fkom Participant and a NASD Dealer whereby Participant
irrevocably elects to exercise the Option and to pledge the Stock so purchased
to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the exercise price (and any applicable withholding
taxes), and whereby the NASD Dealer irrevocably commits upon receipt of such
Stock to forward the exercise price and any such withholding taxes directly to
the Company's Transfer Agent; or 

(iii) 

through any
other "cashless exercise" procedure approved by the Board of Directors; or


(iv)

 by any
combination of the foregoing, or any other method of payment acceptable to the
Board of Directors in its sole discretion. 

9.2 

Loan Guarantees.
The Board of Directors may, in its discretion, help the Participant pay for
Shares purchased under the Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant. 

9.3 

Tax Withholding.
The Company or any Subsidiary shall have the authority and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of this Plan. Whenever, under the Plan,
payments in satisfaction of Awards are to be made in cash, such payment shall be
net of an amount sufficient to satisfy federal, state, and local withholding tax
requirements. With respect to withholding required upon any taxable event
relating to the issuance of Stock under the Plan, Participants may elect (the
"Election"), on or prior to the date of such taxable event, to satisfy the
withholding requirement, in whole or in part, by having the Company or any
Subsidiary withhold shares of Stock having a Fair Market Value on the date of
withholding equal to the amount to be withheld for tax purposes. The Board of
Directors may disapprove any Election or may suspend or terminate the right to
make Elections. An 
Election is irrevocable. The Board of Directors may, at the time any Award is
granted, require that any and all applicable tax withholding requirements be
satisfied by the withholding of shares of Stock as set forth above. 

9.4 

Reload Options.
Award Agreements may contain a provision pursuant to which a Participant who
pays all or a portion of the exercise price of an Option or the tax required to
be withheld pursuant to an exercise of an Option by surrendering shares of Stock
pursuant to Sections 9.1 or 9.3, respectively, shall be automatically granted an
Option for the purchase of Stock equal to the number of shares surrendered (a
"Reload Option"). The grant of the Reload Option shall be effective on the date
the Participant surrenders the shares of Stock in respect of which the Reload
Option is granted (the "Reload Date"). The Reload Option shall have an exercise
price equal to the Fair Market Value of the Stock on the Reload Date, and shall
have a term which is no longer, and which shall lapse no later, than the
original term of the underlying option. If Stock otherwise available under an
Incentive Stock Option is withheld pursuant to 
Section 9.3, any Reload Option granted in connection
with the withholding shall be treated as a new Incentive Stock Option, subject
to the rules set forth in Section 7.2. 

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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN


ARTICLE 10 

PROVISIONS APPLICABLE TO AWARDS 

10.1

 Stand
Alone, Tandem, and Substitute Awards. Awards granted under the Plan may, in the
discretion of the Board of Directors, be granted either alone or in addition to,
in tandem with, or in substitution for, any other Award granted under the Plan.
Awards granted in addition to or in tandem with other Awards may be granted
either at the same time as or at a different time from the grant of such other
Awards. 

10.2 

Modification or Assumption of
Awards. Within the limitations of the Plan, the Board of Directors may modify,
extend or assume outstanding Awards or may accept the cancellation of
outstanding Awards (whether granted by the Company or by another issuer) in
return for the grant of new Awards for the same or a different number of shares
and at the same or a different exercise price. The foregoing notwithstanding, no
modification of an Award shall, without the consent of the Participant, alter or
impair his or her rights or obligations under such Award. 

10.3

Exchange Provisions. The Board
of Directors may at any time offer to exchange or buy out any previously granted
Award for a payment in cash, Stock, or another Award, based on the terms and
conditions the Board of Directors determines and communicates to the Participant
at the time the offer is made. 

10.4 

Term of Award. The term of each
Award shall be for the period as determined by the Board of Directors, provided
that in no event shall the term of any Incentive Stock Option exceed a period of
ten years from the date of its grant. 

10.5 

Form of Payment for Awards.
Subject to the terms of the Plan and any applicable law or Award Agreement,
payments or transfers to be made by the Company or a Subsidiary on the grant or
exercise of an Award may be made in such forms as the Board of Directors
determines at or after the time of grant, including without limitation, cash,
Stock, other Awards, or other property, or any combination, and may be made in a
single payment or transfer, in installments, or on a deferred basis, in each
case determined in accordance with rules adopted by, and at the discretion of,
the Board of Directors. 

10.6 

Limits on Transfer. No right or
interest of a Participant in any Award may be pledged, encumbered, or
hypthecated to or in favor of any party other than the Company or a Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Company or a Subsidiary. Except as otherwise
provided below, no Award shall be assignable or transferable by a Participant
other than by will or the laws of descent and distribution or, except in .the
case of an Incentive Stock Option, pursuant to a "domestic relations order" as
defined in the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder. In the Award Agreement for any Award o.ther than an
Award that includes an Incentive Stock Option, the Board of Directors may allow
a Participant to assign or otherwise transfer all or
a portion of the rights represented by the Award to specified individuals or
classes of individuals, or to a trust benefiting such individuals or classes of
individuals, subject to such restrictions, limitations, or conditions as the
Board of Directors deems appropriate. 


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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 


At the discretion of the Board of Directors, the Company may
reserve to itself or its assignees in any Award a right of first refusal to
purchase any Stock which a Participant may propose to transfer to a third party
andlor a right to repurchase any and all Stock held by a Participant upon the
Participant's termination of employment or other relationship with the Company
or its Parent or Subsidiary for any reason, including Death or Disability, at a
price for such Stock as determined by the Board of Directors. 

10.7 

Lock-up
Agreement. In addition to any other restrictions on transfer, a Participant
shall not, without the prior written consent of the Board of Directors in its
discretion, offer or sell any Stock acquired pursuant to the Plan for at least
180 days after the closing of the initial public offering of securities of the
Company registered under the Securities Act, or in the event that subsequent to
such initial public offering the Stock is not listed and traded upon a
recognized securities exchange or quoted on a recognized national market system,
the closing of each offering of securities of the Company registered under the
Securities Act subsequent to such initial public offering through and including
the offering after which the Stock is listed and traded upon such exchange or
system. 

10.8 

Stock
Certificates. All Stock certificates delivered under the Plan are subject to any
stop-transfer orders and other restrictions as the Board of Directors deems
necessary or advisable to comply with federal or state securities laws, rules,
and regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Board of
Directors may place legends on any Stock certificate to reference restrictions
applicable to the Stock. 


ARTICLE 11 

CHANGES IN CAPITAL STRUCTURE 


1 1.1 

General;
Adjustments. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Stock, a declaration of a dividend payable
in a form other than Stock in an amount that has a material effect on the price
of the Stock, a combination or consolidation of the outstanding Stock (by
classification or otherwise) into a lesser number of shares of Stock, a
recapitalization, a spin-off or a similar occurrence, the Board of Directors
shall make such adjustments as it, in its sole discretion, deems appropriate in
one or more of (a) the number of shares of Stock available for future Awards
under Article 4, (b) the limitations set forth in Article 4, (c) the number and
kind of shares of Stock covered by each outstanding Award or (d) the exercise
price under each outstanding Option and other Award in the nature of rights that
may be exercised. Except as provided in this Article 1 1, a Participant shall
have no rights by reason of any issue by the Company of stock of any class or
securities convertible into stock of any class, any subdivision or consolidation
of shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class. 

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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 


11.2

 Dissolution
or Liquidation. To the extent not previously exercised, Awards shall terminate
immediately prior to the dissolution or liquidation of the Company. 

11.3 

Reorganizations.
In the event that the Company is a party to a merger, consolidation or other
reorganization, outstanding Awards shall be subject to the agreement of merger,
consolidation or reorganization. The Board of Directors may cause such agreement
to provide, without limitation, (a) for the continuation of outstanding Awards
by the Company (if the Company is a surviving corporation), (b) for their
assumption by the surviving corporation or its parent or subsidiary, (c) for the
substitution by .the surviving corporation or its parent or subsidiary of its
own awards for such Awards, (d) for accelerated vesting, accelerated expiration
andlor lapse of restrictions, or (e) for settlement in cash or cash equivalents.
If the Board of Directors does not cause such agreement to provide for one of
the alternatives in (a), (b), (c), (d) or (e) above, then all outstanding
Options and other Awards in the nature of rights that may be exercised shall
become fully exercisable and all restrictions on other Awards shall lapse, upon
the effectiveness of the transactions contemplated by such agreement. 



ARTICLE 12


AMENDMENT, MODIFICATION, AND TERMINATION 


12.1 

General. With the
approval of the Board of Directors, at any time and from time to time, the Board
of Directors may terminate, amend, or modify the Plan. An amendment or
modification of the Plan shall be subject to the approval of the shareholders of
the Company only to the extent required by applicable laws, regulations and
rules. 

12.2 

Awards Previously
Granted. No termination, amendment, or modification of the Plan shall adversely
affect in any material way any Award previously granted under the Plan, without
the written consent of the Participant. 


ARTICLE 13 

GENERAL PROVISIONS 


13.1 


No Rights to Awards. No Participant or employee shall have any claim to be
granted any Award under the Plan, and neither the Company nor the Board of
Directors is obligated to treat Participants and employees uniformly. 


13.2 


No Stockholder Rights. No Award gives the Participant any of the rights of a
shareholder of the Company unless and until shares of Stock are in fact issued
to such person in connection with such Award. 

13.3 

No Right to
Employment. Nothing in the Plan or any Award Agreement shall interfere with or
limit in any way the "at will" nature of any Participant's eniployment or other
relationship with the Company or any Subsidiary, nor confer upon any Participant
any right to continue in the employment or any other relationship of the Company
or any Subsidiary, and the Company and each Subsidiary reserve the right to
terminate any Participant's employment or other relationship at any time. 


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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 



13.4 

Unfunded Status
of Awards. The Plan is intended to be an "unhnded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary. 

13.5

 Relationship
to Other Benefits. No payment under the Plan shall be taken into account in
determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare or other benefit plan of the Company or any Subsidiary.


13.6 

Expenses. The
expenses of administering the Plan shall be borne by the Company and its
Subsidiaries. 

13.7 

Titles and
Headings. The titles and headings of the Articles and Sections in the Plan are
for convenience of reference only, and in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control. 

13.8 

Fractional
Shares. No fractional shares of stock shall be issued and the Board of Directors
shall determine, in its discretion, whether cash shall be given in lieu of
fractional shares or whether such fractional shares shall be eliminated by
rounding up to the next whole number of shares. 

13.9

 Securities
Law Compliance. With respect to any person who is, on the relevant date,
obligated to file reports under Section 16 of the Exchange Act, transactions
under this Plan are intended to comply with all applicable conditions of Section
16 or its successors under the Exchange Act. To the extent any provision of the
Plan or any Award Agreement or any action by the Board of Directors fails to so
comply, it shall be void to the extent required by law and voidable as deemed
advisable by the Board of Directors. 

13.10 

Government and
Other Regulations. The obligation of the Company to make payment of awards in
Stock or otherwise shall be subject to all applicable laws, rules, and
regulations, and to such approvals by government agencies as may be required.
The Company shall be under no obligation to register under the Securities Act,
any of the shares of Stock paid under the Plan. If the shares of Stock paid
under the Plan may in certain circumstances be exempt from registration under
the Securities Act, the Company may restrict the transfer of such shares in such
manner as it deems advisable to ensure the availability of any such exemption.


13.1 1

 Governing
Law. The Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of Arizona. 

13.12 

Nonexclusivity of
the Plan. Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board of Directors to adopt such
other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a
particular individual or individuals) as the Board of Directors in its discretion determines desirable, including,
without limitation, the granting of stock options or other rights otherwise than
under the Plan. 

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  VT Video Services, Inc. 

  2004 EQUITY INCENTIVE PLAN 


DATED:              
September 17,2004                   


 


BY: /s/ Lanny R. Lang, Secretary                        


            Lanny
R. Lang, Secretary


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