ex4_1.htm


    
      

    

    Exhibit
4.1

    
      Incentive
Stock Option 

        
          

        

      

    

    


    THIS
OPTION AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE
OF THIS OPTION HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. UPON THE
FULFILLMENT OF CERTAIN OF SUCH CONDITIONS THE MINT LEASING, INC. HAS AGREED TO
DELIVER TO THE HOLDER HEREOF A NEW OPTION OR TO THE HOLDER THEREOF A NEW
CERTIFICATE FOR THE SHARES ISSUABLE HEREUNDER, AS APPLICABLE, IN EACH CASE NOT
BEARING THIS LEGEND, FOR THE OPTION OR SUCH SHARES, AS THE CASE MAY BE,
REGISTERED IN THE NAME OF THE HOLDER HEREOF OR THEREOF. A COPY OF THE AGREEMENT
MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF
THIS OPTION OR OF THE SHARES ISSUABLE HEREUNDER TO THE SECRETARY OF THE MINT
LEASING, INC.

    


    THE
MINT LEASING, INC.

    INCENTIVE
STOCK OPTION

    
      
        

      

       

    

    
      	
              No.
      ISO 1

            	
              Void
      after July 18, 2018

            


    

    


    THIS
CERTIFIES THAT, for value received, Jerry Parish (the "Holder") is entitled
during the period commencing on July 18, 2008 (“Initial Option Exercise Date”)
to subscribe for and purchase One Million (1,000,000) shares of the fully paid
and nonassessable Common Stock, $.001 par value (the "Shares"), of THE MINT LEASING,
INC., a Nevada corporation (the "Company") at the per share
exercise price of $___ (the “Exercise Price”).

    


    This
Option is granted pursuant to and is governed  by the Company’s 2008
Officer, Director, Employee and Consultant Stock Option, Stock Warrant and Stock
Award Plan (the “Plan”)
and shall be treated for federal income tax purposes as an incentive stock
option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).

    


    
      	
               
      

            	
              1.

            	
              Method
      of Exercise; Payment.

            


    

    


    
      	
               
      

            	
              a.

            	
              Cash
      Exercise. The purchase rights represented by this Option may be
      exercised by the Holder, in whole or in part, by the surrender of this
      Option (with the notice of exercise form attached hereto as Exhibit A duly
      executed) at the principal office of the Company, and by the payment to
      the Company, by certified, cashier's or other check acceptable to the
      Company or by wire transfer to an account designated by the Company, of an
      amount equal to the Exercise Price of the Shares being
      purchased.

            



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              b.

            	
              Cashless
      Exercise. The Holder, in lieu of purchasing the entire number of
      Shares subject to purchase hereunder, shall have the right to relinquish
      all or any part of the then unexercised portion of this Option for a
      number of Shares to be determined in accordance with the following
      provisions of this clause (b):

            


    

    


    X  =
   Y(A-B)

    A

    


    Where:

    


    X = the
number of Shares to be issued to the Holder under this Section
1(b);

    


    Y = the
number of Shares identified in the Notice of Exercise as being
relinquished

    


    A = the
current market value (as defined below) of one share of Common Stock of the
Company on such date; and

    


    B = the
Exercise Price on such date.

    


    
      	
               
      

            	
              c.

            	
              Stock
      Certificates. In the event of any exercise of the rights
      represented by this Option, certificates for the Shares so purchased shall
      be delivered to the Holder within a reasonable time and, unless this
      Option has been fully exercised or has expired, a new Option representing
      the shares with respect to which this Option shall not have been exercised
      shall also be issued to the Holder within such
  time.

            


    

    


    
      	
               
      

            	
              2.

            	
              Stock
      Fully Paid; Reservation of Shares. All of the Shares issuable upon
      the exercise of the rights represented by this Option will, upon issuance
      and receipt of the Exercise Price therefor, be fully paid and
      nonassessable, and free from all taxes, liens and charges with respect to
      the issue thereof. During the period within which the rights represented
      by this Option may be exercised, the Company shall at all times have
      authorized and reserved for issuance sufficient shares of its Common Stock
      to provide for the exercise of the rights represented by this
      Option.

            


    

    


    
      	
               
      

            	
              3.

            	
              Adjustments.
      The number and kind of securities purchasable upon the exercise of this
      Option and the Exercise Price therefor shall be subject to adjustment from
      time to time upon the occurrence of certain events, as
      follows:

            


    


    
      
         


      

      
        Page 2 of
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              a.

            	
              Reclassification.
      In the case of any reclassification or change of securities of the class
      issuable upon exercise of this Option (other than a change in par value,
      or from par value to no par value, or from no par value to par value, or
      as a result of a subdivision or combination), or in case of any merger of
      the Company with or into another corporation (other than a merger with
      another corporation in which the Company is the acquiring and the
      surviving corporation and which does not result in any reclassification or
      change of outstanding securities issuable upon exercise of this Option),
      or in case of any sale of all or substantially all of the assets of the
      Company, the Company, or such successor or purchasing corporation, as the
      case may be, shall duly execute and deliver to the Holder a new Option (in
      form and substance reasonably satisfactory to the Holder), or the Company
      shall make appropriate provision without the issuance of a new Option, so
      that the Holder shall have the right to receive, at a total purchase price
      not to exceed that payable upon the exercise of the unexercised portion of
      this Option, and in lieu of the shares of Common Stock theretofore
      issuable upon exercise of this Option, (i) the kind and amount of shares
      of stock, other securities, money and property receivable upon such
      reclassification, change, merger or sale by a holder of the number of
      shares of Common Stock then purchasable under this Option, or (ii) in the
      case of such a merger or sale in which the consideration paid consists all
      or in part of assets other than securities of the successor or purchasing
      corporation, at the option of the Holder, the securities of the successor
      or purchasing corporation having a value at the time of the transaction
      equivalent to the fair market value of the Common Stock at the time of the
      transaction. The provisions of this subparagraph (a) shall similarly apply
      to successive reclassifications, changes, mergers and
      transfers.

            


    

    


    
      	
               
      

            	
              b.

            	
              Stock
      Splits, Dividends and Combinations. In the event that the Company
      shall at any time subdivide the outstanding shares of Common Stock or
      shall issue a stock dividend on its outstanding shares of Common Stock the
      number of Shares issuable upon exercise of this Option immediately prior
      to such subdivision or to the issuance of such stock dividend shall be
      proportionately increased, and the Exercise Price shall be proportionately
      decreased, and in the event that the Company shall at any time combine the
      outstanding shares of Common Stock the number of Shares issuable upon
      exercise of this Option immediately prior to such combination shall be
      proportionately decreased, and the Exercise Price shall be proportionately
      increased, effective at the close of business on the date of such
      subdivision, stock dividend or combination, as the case may
      be.

            


    

    


    
      	
               
      

            	
              4.

            	
              Notice
      of Adjustments. Whenever the number of Shares purchasable hereunder
      or the Exercise Price thereof shall be adjusted pursuant to Section 3
      hereof, the Company shall provide notice to the Holder setting forth, in
      reasonable detail, the event requiring the adjustment, the amount of the
      adjustment, the method by which such adjustment was calculated, and the
      number and class of shares which may be purchased thereafter and the
      Exercise Price therefor after giving effect to such
      adjustment.

            


    


    
      
         


      

      
        Page 3 of
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              5.

            	
              Fractional
      Shares. Whether or not the number of shares purchasable upon the
      exercise of an Option is adjusted pursuant to Section 3 of this Agreement,
      this Option may not be exercised for fractional shares and the Company
      shall not be required to issue fractions of Shares upon exercise of the
      Options or to distribute Shares certificates that evidence fractional
      Shares.  In lieu of fractional Shares, there shall be returned
      to the Holder upon such exercise an amount in cash, in United States
      dollars, equal to the amount in excess of that required to purchase the
      largest number of full Shares.

            


    

    


    
      	
               
      

            	
              6.

            	
              Termination
      of Business Relationship.

            


    

    


    
      	
               
      

            	
              a.

            	
              Termination Other than
      for Cause  If the Holder’s employment with the Company is
      terminated, other than by reason of death, disability, as defined in
      Section 5.02 of the Employment Agreement between the Company (originally
      between The Mint Leasing, Inc., a Texas corporation, and transferred to
      the Company), and the Holder (the “Employment Agreement),
      or termination for Cause as defined in Section 5.03 of the Employment
      Agreement, no further installments of the Option shall become exercisable,
      and this Option shall terminate (and may no longer be exercised) after the
      passage of ninety (90) days from the date Holder’s employment ceases, but
      in no event later than the scheduled expiration date. In such a case, the
      Holder’s only rights hereunder shall be those that are properly exercised
      before the termination of the
Option.

            


    

     

    
      	
               
      

            	
              b.

            	
              Termination for
      Cause. If the Holder’s employment with the Company is terminated
      for Cause (as defined in Section 5.03 of the Employment Agreement), this
      Option shall terminate upon the Holder’s receipt of written notice of such
      termination and shall thereafter not be exercisable to any extent
      whatsoever.

            


    

     

    
      	
               
      

            	
              c.

            	
              Death of
      Holder.  If the Holder dies while employed by the
      Company, this Option may be exercised, to the extent otherwise exercisable
      on the date of his death, by the Holder’s estate, personal representative
      or beneficiary to whom this Option has been assigned pursuant to Section
      10(a), at any time within 180 days after the date of death, but not later
      than the scheduled expiration date.

            


    

     

    
      	
               
      

            	
              d.

            	
              Disability of
      Holder.  If the Holder’s employment with the Company is
      terminated by reason of his disability (as defined in the Employment
      Agreement), this Option may be exercised, to the extent otherwise
      exercisable on the date the employment was terminated, at any time within
      180 days after such termination, but not later than the scheduled
      expiration date.

            


    

     

    
      	
               
      

            	
              e.

            	
              Effect of
      Termination.  At the expiration of time periods described
      in Sections 6(a), (c) and (d) or the scheduled expiration date, whichever
      is earlier, this Option shall terminate (and shall no longer be
      exercisable) and the only rights hereunder shall be those as to which this
      Option was properly exercised before such
  termination.

            



      
        
           


        

        
          Page 4 of
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              7.

            	
              Representations
      of the Company. The Company represents that (i) all corporate
      actions on the part of the Company, its officers, directors and
      shareholders necessary for the issuance of this Option, the issuance of
      the Shares pursuant to exercise of this Option, and the performance of the
      Company's obligations hereunder were taken prior to and are effective as
      of the Initial Option Exercise Date; and (ii) the Exercise Price is equal
      to the fair market value of the Company’s Common Stock as of the Initial
      Option Exercise Date.

            


    

    


    
      	
               
      

            	
              8.

            	
              Representations
      and Warranties by the Holder. The Holder represents and warrants to
      the Company as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              This
      Option and the Shares issuable upon exercise thereof are being acquired
      for its own account, for investment and not with a view to, or for resale
      in connection with, any distribution or public offering thereof within the
      meaning of the Securities Act of 1933, as amended (the
      "Act").  Upon exercise of this Option, the Holder shall, if so
      requested by the Company, confirm in writing, in a form satisfactory to
      the Company, that the securities issuable upon exercise of this Option are
      being acquired for investment and not with a view toward distribution or
      resale.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Holder understands that the Option and the Shares have not been registered
      under the Act by reason of their issuance in a transaction exempt from the
      registration and prospectus delivery requirements of the Act pursuant to
      Section 4(2) thereof, and that they must be held by the Holder
      indefinitely, and that the Holder must therefore bear the economic risk of
      such investment indefinitely, unless a subsequent disposition thereof is
      registered under the Act or is exempted from such
      registration.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Holder has such knowledge and experience in financial and business matters
      that it is capable of evaluating the merits and risks of the purchase of
      this Option and the Shares purchasable pursuant to the terms of this
      Option and of protecting its interests in connection
      therewith.

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      Holder is able to bear the economic risk of the purchase of the Shares
      pursuant to the terms of this
Option.

            


    

    


    
      	
               
      

            	
              9.

            	
              Restrictive
      Legend. The Shares (unless registered under the Act) shall be
      stamped or imprinted with a legend in substantially the following form:
      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
      INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
      DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF
      COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
      EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
      ACT. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS THE MINT LEASING,
      INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE NOT
      BEARING THIS LEGEND FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN
      THE NAME OF THE HOLDER HEREOF. A COPY OF THE AGREEMENT MAY BE OBTAINED AT
      NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
      CERTIFICATE TO THE SECRETARY OF THE MINT LEASING,
  INC.

            


    


    
      
         


      

      
        Page 5 of
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              10.

            	
              Restrictions
      Upon Transfer and Removal of
Legend.

            


    

    


    
      	
               
      

            	
              a.

            	
              This
      Option is not transferable or assignable except by will or by the laws of
      descent and distribution or pursuant to a valid domestic relations order.
      Except as set forth in the preceding sentence, during the Holder’s
      lifetime, only the Holder can exercise this
  Option.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Company need not register a transfer of this Option or Shares bearing the
      restrictive legend set forth in Section 9 hereof, unless the conditions
      specified in such legend are satisfied. The Company may also instruct its
      transfer agent not to register the transfer of the Shares, unless one of
      the conditions specified in the legend referred to in Section 9 hereof is
      satisfied.

            


    

    


    
      	
               
      

            	
              11.

            	
              Rights
      of Shareholders. No holder of this Option shall be entitled, as an
      Option holder, to vote or receive dividends or be deemed the holder of any
      Shares or any other securities of the Company which may at any time be
      issuable on the exercise hereof for any purpose, nor shall anything
      contained herein be construed to confer upon the holder of this Option, as
      such, any of the rights of a stockholder of the Company or any right to
      vote for the election of directors or upon any matter submitted to
      shareholders at any meeting thereof, or to give or withhold consent to any
      corporate action (whether upon any recapitalization, issuance of stock,
      reclassification of stock, change of par value, consolidation, merger,
      conveyance, or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise until the Option shall have
      been exercised and the Shares purchasable upon the exercise hereof shall
      have become deliverable, as provided
herein.

            


    

    


    
      	
               
      

            	
              12.

            	
              Notices.
      All notices and other communications required or permitted hereunder shall
      be in writing, shall be effective when given, and shall in any event be
      deemed to be given upon receipt or, if earlier, (a) five (5) days after
      deposit with the U.S. Postal Service or other applicable postal service,
      if delivered by first class mail, postage prepaid, (b) upon delivery, if
      delivered by hand, (c) one business day after the business day of deposit
      with Federal Express or similar overnight courier, freight prepaid or (d)
      one business day after the business day of facsimile transmission, if
      delivered by facsimile transmission with copy by first class mail, postage
      prepaid, and shall be addressed (i) if to the Holder, at the Holder's
      address as set forth on the books of the Company, and (ii) if to the
      Company, at the address of its principal corporate offices (attention:
      President) or at such other address as a party may designate by ten days
      advance written notice to the other party pursuant to the provisions
      above.

            


    


    
      
         


      

      
        Page 6 of
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              13.

            	
              Governing
      Law. This Option and all actions arising out of or in connection
      with this Agreement shall be governed by and construed in accordance with
      the laws of the State of Texas, without regard to the conflicts of law
      provisions of the State of Texas or of any other
  state.

            


    

    


    
      	
               
      

            	
              14.

            	
              Entire
      Agreement; Modification; Waivers  This Agreement contains
      the entire agreement of the parties, and supersedes any prior agreements
      with respect to its subject matter.  This Agreement may only be
      modified only by a written agreement, executed by the Holder and the
      Company, provided that the Company may make any changes in this Agreement
      that it shall deem appropriate to correct any defective or inconsistent
      provision or manifest mistake or error herein
  contained.

            


    

    


    
      	
               
      

            	
              15.

            	
              Jurisdiction
      and Venue  The courts of the State of Texas (the “Texas Courts”) shall
      have exclusive jurisdiction to hear, adjudicate, decide, determine and
      enter final judgment in any action, suit, proceeding, case, controversy or
      dispute, whether at law or in equity or both, and whether in contract or
      tort or both, arising out of or related to this Agreement, or the
      construction or enforcement hereof or thereof (any such action, suit,
      proceeding, case, controversy or dispute, a “Related
      Action”).  The Company and the Holder hereby irrevocably
      consent and submit to the exclusive personal jurisdiction of the Texas
      Courts to hear, adjudicate, decide, determine and enter final judgment in
      any Related Action.  The Company and the Holder hereby
      irrevocably waive and agree not to assert any right or claim that it is
      not personally subject to the jurisdiction of the Texas Courts in any
      Related Action, including any claim of forum non conveniens or
      that the Texas Courts are not the proper venue or form to adjudicate any
      Related Action.  If any Related Action is brought or maintained
      in any court other than the Texas Courts, then that court shall, at the
      request of the Company or the Holder, dismiss that
  action.

            


    

    


    
      	
               
      

            	
              16.

            	
              Specific
      Performance  The Company hereby acknowledges and agrees
      that it is difficult, if not impossible to measure in money the damages
      that will accrue to the Holder by reason of a failure to issue the Shares
      under this Agreement, and that the Holder may seek to specifically enforce
      the Company’s obligation to issue the Shares.  Therefore, if the
      Holder shall institute any action or proceeding to enforce the provisions
      hereof, the Company hereby waives all claims or defenses therein that the
      Holder has an adequate remedy at law, and hereby agrees not to assert or
      otherwise raise any such claim or
defense.

            


    


    
      
         


      

      
        Page 7 of
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              17.

            	
              Waiver
      of Jury Trial  The Company and the Holder hereby waive
      trial by jury in any Related
Action.

            


    

    


    
      	
               
      

            	
              18.

            	
              Attorney’s
      Fees The prevailing
      party in any Related Action shall be entitled to recover that party’s
      costs of suit, including reasonable attorney’s
  fees.

            


    

    


    
      	
               
      

            	
              19.

            	
              Binding
      Effect  This Agreement shall be binding on, and shall
      inure to the benefit of the parties and their respective successors in
      interest.

            


    

    


    
      	
               
      

            	
              20.

            	
              Construction,
      Counterparts  This Agreement shall be construed as a
      whole and in favor of the validity and enforceability of each of its
      provisions, so as to carry out the intent of the parties as expressed
      herein. Heading are for the convenience of reference, and the meaning and
      interpretation of the text of any provision shall take precedence over its
      heading. This Agreement may be signed in one or more counterparts, each of
      which shall constitute an original, but all of which, taken together shall
      constitute one agreement. A faxed copy or photocopy of a party’s signature
      shall be deemed an original for all
purposes.

            


    

    


    Issued
this 18th day of
July, 2008.

    
      	 
      	
              THE
      MINT LEASING, INC.

            
	 
      	 
      	 
      
	 
      	
               By:

            	
              /S/ Michael Hluchanek

            
	 
      	 
      	
              Michael
      Hluchanek

            


    

    

      
        
           


        

        
          Page 8 of
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    EXHIBIT
A

    NOTICE OF
EXERCISE

    


    
      	
              TO:

            	
              The
      Mint Leasing, Inc.

            


    

    323 N.
Loop West

     

    Houston,
TX 77008________________

     

     

    
      	
               
      

            	
              1.

            	
              The
      undersigned hereby elects to purchase __________ Shares of THE MINT
      LEASING, INC. pursuant to the terms of the attached
  Option.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      undersigned elects to exercise the attached Option by means of a cash
      payment, and tenders herewith or by concurrent wire transfer payment in
      full for the purchase price of the shares being purchased, together with
      all applicable transfer taxes, if
any.

            


    

    


     

    
      	
               
      

            	
              3.

            	
              Please
      issue a certificate or certificates representing said Shares in the name
      of the undersigned or in such other name as is specified
      below:

            


    

    


     

    
      	 
      	 
	
              (Name)

            	 
	 
      	 
	 
      	 
	 	 
	
               (Address)

            	 


    

    


     

    
      	
               
      

            	
              4.

            	
              The
      undersigned hereby represents and warrants that the aforesaid Shares are
      being acquired for the account of the undersigned for investment and not
      with a view to, or for resale, in connection with the distribution
      thereof, and that the undersigned has no present intention of distributing
      or reselling such shares and all representations and warranties of the
      undersigned set forth in Section 7 of the attached Option are true and
      correct as of the date hereof.

            


    

    


     

    
      	
              \

            	 	 
      	 
	 
      	 	
              (Signature)

            	 
	 
      	 	
              Printed
      Name:

            	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
              (Date)

            	 	 
      	 


    

    
 

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