EXHIBIT 4.1
                                  ------------

                            SOLANEX MANAGEMENT INC.
                          2004 PERFORMANCE STOCK PLAN

     1.     PURPOSE.  The  purpose  of  this  Plan  is  to  provide  additional
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incentives  to  Employees  and Consultants (as defined in Section 2) of Solanex
Management  Inc.,  and any of its Subsidiaries, thereby helping to attract and
retain  the best available personnel for positions of responsibility with those
corporations  and  otherwise promoting the success of the business activities of
such  corporations.

     2.     DEFINITIONS.  As  used  herein,  the  following  definitions  apply:
            -----------

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

     (b)  "Award" means the grant of a Performance Share under the Plan, whether
          singly  or  in combination, to a Participant by the Committee pursuant
          to  such  terms,  conditions, restrictions and limitations, if any, as
          the  Committee  may  establish  by  the  Award Agreement or otherwise.

     (c)  "Award  Agreement"  means a written agreement with respect to an Award
          between  the  Employer  and  a  Participant  establishing  the  terms,
          conditions,  restrictions  and  limitations applicable to an Award. To
          the  extent  an  Award Agreement is inconsistent with the terms of the
          Plan,  the Plan shall govern the rights of the Participant thereunder.

     (d)  "Board"  means  the  Board  of  Directors  of  the  Employer.

     (e)  "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

     (f)  "Common  Stock"  means  the  Employer's  common  stock.

     (g)  "Committee" means the Board or the Committee appointed by the Board in
          accordance  with  Section  4(a).

     (h)  "Continuous  Status  as  an  Employee"  means  the  absence  of  any
          interruption  or  termination  of  service as an Employee; Continuous
          Status  as  an Employee will not be considered interrupted in the case
          of sick leave, military leave, or any other approved leave of absence.

     (i)  "Consultant"  means  any  person  who is not an employee or officer of
          Employer  who serves as a consultant or advisor of the Employer or any
          Subsidiary  of the Employer that is hereafter organized or acquired by
          the  Employer.

     (j)  "Employee"  means  any  person  employed by or serving as an employee,
          officer,  director, or consultant of the Employer or any Subsidiary of
          the  Employer that is hereafter organized or acquired by the Employer.

     (k)  "Employer"  means  Solanex  Management  Inc.,  a  Nevada  corporation.

     (l)  "Nonemployee  Director"  has the meaning set forth in Rule 16b-3 under
          the  1934  Act.

     (m)  "Plan"  means  this  2004  Performance  Stock  Plan.

     (n)  "Participant"  means any Employee or Consultant of the Employer or its
          subsidiaries  selected  by  the  Committee  to  participate  in  the
          Performance  Stock  Plan.

     (o)  "Plan"  means  this  Performance  Stock  Plan.


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     (p)  "Performance  Goals"  or  "Targets" means the performance criterion or
          criteria  established  by  the  Committee,  pursuant  to  Section  6.

     (q)  "Performance Period" means that period established by the Committee at
          the  time  Performance  Shares  are  granted.

     (r)  "Performance  Share"  means  any grant pursuant to Section 6 of a unit
          valued  by reference to a designated number of Shares, which value may
          be  paid  to  the  Participant  by  delivery  of  such property as the
          Committee  shall  determine, including cash, Shares or any combination
          thereof.

     (s)  "Subsidiary"  means  any  bank  or other corporation of which not less
          than fifty percent (50%) of the voting shares are held by the Employer
          or  a  Subsidiary,  whether  or  not such corporation now exists or is
          hereafter  organized  or  acquired  by  the  Employer or a Subsidiary.


     3.     STOCK  SUBJECT  TO  AWARDS.
            --------------------------

     (a)  Number  of  Shares  Reserved.  The  maximum  number  of  shares  that
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          may  be  optioned  and  sold under the Plan is one million (1,000,000)
          shares  of  Common  Stock  of  the  Employer, subject to adjustment as
          provided  in  Section 6(h) and 6(j). During the term of this Plan, the
          Employer  will  at  all times reserve and keep available a sufficient
          number  of  shares  of its Common Stock to satisfy the requirements of
          the  Plan.

     (b)  Expired  Awards.  Common  Stock  related  to Awards that are forfeited
          ----------------
          or  otherwise  terminated, or are settled in a manner such that all or
          some of the Shares covered by an Award are not issued to a Participant
          (other  than  an  exchange  for  cash  or other property of comparable
          value)  shall immediately become available for Awards under this Plan.
          If  an  Award  is  exchanged  for cash or other property of comparable
          value, the Common Stock related to the Award will be deducted from the
          Shares  available  for  Awards  under  this  Plan.


     4.     ADMINISTRATION  OF  THE  PLAN.
            -----------------------------

     (a)  The  Committee.  The  Plan  is  administered  by  the  Board directly,
          ---------------
          acting  as  a  Committee  of  the  whole, or if the Board elects, by a
          separate  Committee  appointed  by  the  Board  for  that  purpose and
          consisting  of  at  least  two  Board  members,  all  of  who  must be
          Nonemployee  Directors.  All references in the Plan to the "Committee"
          are  to  such separate Committee, if any is established, or if none is
          then  in  existence, then to the Board as a whole. Once appointed, any
          such  Committee must continue to serve until otherwise directed by the
          Board.  From  time  to  time  the  Board  may increase the size of the
          Committee and appoint additional members thereto, remove members (with
          or  without  cause), appoint new members in substitution therefor, and
          fill vacancies (however caused). At all times, the Board has the power
          to  remove  all  members  of  the Committee and thereafter to directly
          administer  the  Plan  as  a  Committee  of  the  whole.

     (b)  Meetings;  Reports.  The  Committee  shall  select  one  of  its
          -------------------
          members  as  chairman,  and hold meetings at such times and places as
          the  chairman  or  a  majority  of  the  Committee may determine. All
          actions  of the Committee must be either by (i) a majority vote of the
          members  of  the full Committee at a meeting of the Committee, or (ii)
          by  unanimous  written  consent  of  all members of the full Committee
          without  a  meeting.  At  least annually, the Committee must present a
          written  report  to  the  Board indicating the persons to whom Options
          have  been granted since the date of the last such report, and in each
          case  the  date  or  dates  of  Options  granted, the number of shares
          optioned,  and  the  Option  price  per  share.

     (c)  Powers  of  the  Committee.  Subject  to  all  provisions  and
          ---------------------------
          limitations  of  the  Plan,  the  Committee  has  the  authority  and
          discretion  to:

          (1)  Determine the persons to whom Awards are to be granted, the times
               of  grant,  and  the  number  of shares to be represented by each
               Award;

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          (2)  Determine  the  price  at  which  Shares  are  granted;

          (3)  Determine  all other terms and conditions of each Award under the
               Plan,  including  specifying  the terms and conditions upon which
               Shares  become  vested;

          (4)  Modify  or  amend  the  terms  of  any  previously granted Award;

          (5)  Interpret  the  Plan;

          (6)  Authorize  any  person  or  persons  to execute and deliver Award
               Agreements  or  to take any other actions deemed by the Committee
               to  be necessary or appropriate to effectuate the grant of Awards
               by  the  Committee;
               and

          (7)  Make all other determinations and take all other actions that the
               Committee  deems  necessary or appropriate to administer the Plan
               in  accordance  with  its  terms  and  conditions.

     (d)  Final  Authority;  Limitation  of  Liability.  The  Committee's
          ---------------------------------------------
          decisions, determinations and interpretations are final and binding on
          all  persons,  including  all  Participants  and  any other holders or
          persons  interested  in  any  Awards,  unless  otherwise  expressly
          determined by a vote of the majority of the entire Board. No member of
          the  Committee  or  of  the Board may be held liable for any action or
          determination  made  in  good  faith  with  respect  to  the  Plan.

     (e)  Approval  of  Awards  to  Committee  Composed  of  Non-Employee
          --------------------------------------------------------------
          Directors.
          ----------
          Any  grant  of  Awards  to  a  member  of  a  Committee  composed  of
          Non-Employee  Directors  shall  be  approved  of  by the full Board of
          Directors.  The full Board of Directors shall then be construed as the
          Committee  for purposes of administering the Plan with respect to such
          Options.

     5.   ELIGIBILITY;  LIMITATION  OF  RIGHTS.  Shares  may  be  Awarded only
          -------------------------------------
          to  Employees  whom the Committee, in its discretion, determines to be
          key  Employees.  The  grant  of  Awards  under  the  Plan  is entirely
          discretionary  with  the  Committee, and the adoption of the Plan does
          not  confer  upon  any person any right to receive any Award(s) unless
          and  until  granted  by the Committee, in its sole discretion. Neither
          the  adoption of the Plan nor the grant of any Awards to any person or
          Participant  will  confer any right to continued employment, nor shall
          the  same interfere in any way with that person's right or that of the
          Employer  (or  any Subsidiary) to terminate the person's employment at
          any  time.

     6.   AWARD  TERMS;  CONDITIONS.
          --------------------------

     (a)  Awards  under  the  Plan  consist  of  Performance  Shares.
          -----------------------------------------------------------
          Awards  of  Performance  Shares  may  provide  the  Participant  with
          dividends  or  dividend equivalents and voting rights immediately upon
          grant  as  the Committee may determine. All Awards under the Plan must
          be  (i) approved in advance by the Committee; and (ii) documented in a
          written  Award  Agreement  in such form as the Committee approves from
          time  to  time. All Award Agreements must comply with, and are subject
          to  the  following  terms  and  conditions.

     (b)  Timing  of  Grants;  Payment.  The  Committee  may  grant  an Award of
          -----------------------------
          Performance Shares to Employees and Consultants at any time and in any
          amount. Performance Goals may be established by the Committee relating
          to  the  specific  Award.  The Performance Shares are convertible into
          Common  Stock  (or  cash or a combination of Common Stock and cash, as
          determined  by  the  Award Agreement) and distributed to Participants.
          Award  payments  in  respect of Performance Shares made in cash rather
          than  the  issuance  of  Common  Stock  shall  not,  by reason of such
          payments  in  cash,  result  in  additional Shares being available for
          reissuance  pursuant  to  Section  3(b)  hereof.


     (c)  Adjustments.  The  Committee  shall  be authorized to make adjustments
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          in  the method of calculating attainment of Performance Goals, if any,



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          in  recognition  of:  (i)  extraordinary  or non-recurring items; (ii)
          changes  in  tax  laws; (iii) changes in generally accepted accounting
          principles  or changes in accounting policies; (iv) changes related to
          restructured  or  discontinued  operations;  (v)  restatement of prior
          period  financial  results;  and (vi) any other unusual, non-recurring
          gain  or  loss  that  is  separately  identified and quantified in the
          Company's  financial  statements.  Notwithstanding  the foregoing, the
          Committee  may, at its sole discretion, reduce the performance results
          upon  which  Awards are based under the Plan, to offset any unintended
          result(s)  arising  from  events  not anticipated when the Performance
          Goals were established, provided, that such adjustment is permitted by
          Section  162(m)  of  the  Code.

     (d)  Additional  Terms  And  Conditions.  The  Committee may, by way of the
          -----------------------------------
          Award  Agreement  or  otherwise,  determine  the  manner of payment of
          Awards  of  Performance  Shares  and  other  terms,  conditions  or
          restrictions,  if  any,  on  any Award of Performance Shares, provided
          they  are  consistent  with  the  Plan  or  applicable  laws.

     (e)  Deferrals  and  Settlements.  The  Committee  may  require  or  permit
          ----------------------------
          Participants  to  elect  to  defer  the  issuance  of  Shares  or  the
          settlement  of  Awards  in  cash  as set out in any Award Agreement or
          under such administrative policies as it may establish under the Plan.
          It  also  may provide that deferred settlements include the payment or
          crediting  of  interest  on  the  deferral  amounts.

     (f)  Termination  of  Employment  or  Services.  Upon  the  termination  of
          ------------------------------------------
          employment  of  or  services  by a Participant, any deferred or unpaid
          Awards  shall  be  treated as provided in the specific Award Agreement
          evidencing  the  Award,  except  that  the  Committee  may,  in  its
          discretion,  eliminate  or  make  less  restrictive  any  restrictions
          contained  in  an  Award,  waive any restriction or other provision of
          this  Plan  or  an Award or otherwise amend or modify the Award in any
          manner  that  is  either: (i) not adverse to such Participant; or (ii)
          consented  to  by  such  Participant.

     (g)  Nontransferability  of Awards. Awards granted under the Plan shall not
          ------------------------------
          be  transferable  or assignable other than: (i) by will or the laws of
          descent  and  distribution; (ii) by gift or other transfer of an Award
          to  any  trust or estate in which the original Award recipient or such
          recipient's  spouse  or  other  immediate  relative  has a substantial
          beneficial  interest,  or  to  a  spouse  or other immediate relative,
          provided  that  any  such  transfer is permitted subject to Rule 16b-3
          issued pursuant to the 1934 Act as in effect when such transfer occurs
          and  the Board does not rescind this provision prior to such transfer;
          or  (iii) pursuant to a qualified domestic relations order (as defined
          by  the  Code). However, any Award so transferred shall continue to be
          subject  to  all  the  terms  and  conditions  contained  in the Award
          Agreement.

     (h)  Adjustments  upon  Changes  in Capitalization. Subject to any required
          ----------------------------------------------
          action  by  the  shareholders of the Employer, the number of shares of
          Common  Stock  covered  by  each  outstanding  Award and the number of
          shares  of Common Stock available for grant of additional Shares, must
          be proportionately adjusted for any increase or decrease in the number
          of  issued  shares  of  Common Stock resulting from any stock split or
          other subdivision or consolidation of shares, the payment of any stock
          dividend  (but  only  on  the  Common  Stock) or any other increase or
          decrease in the number of such shares of Common Stock effected without
          receipt  of  consideration  by  the  Employer; provided, however, that
          conversion  of  any convertible securities of the Employer will not be
          deemed  to  have  been  "effected  without  receipt of consideration."

          Any  adjustments  as  a  result  of  a  change  in  the  Employer's
          capitalization  will  be made by the Committee, whose determination in
          that  respect  is  final,  binding and conclusive. Except as otherwise
          expressly provided in this Section 6(h), no Participant shall have any
          rights  by  reason  of  any  stock  split  or the payment of any stock
          dividend  or any other increase or decrease in the number of shares of
          Common  Stock.  Except as otherwise expressly provided in this Section
          6(h),  any  issue  by the Employer of shares of stock of any class, or
          securities  convertible  into  shares of stock of any class, shall not
          affect  the  number  of shares or price of Common Stock subject to any
          Award,  and  no adjustments in Awards shall be made by reason thereof.
          The  grant  of  Shares  under  the Plan does not in any way affect the
          right or power of the Employer to make adjustments, reclassifications,
          reorganizations  or  changes  of  its  capital  or business structure.


<PAGE>


     (i)  Conditions  Upon  Issuance  of  Shares.  Shares  of  Common
          --------------------------------------
          Stock may not be issued with respect to an Award under the Plan unless
          the  issuance  and  delivery  of such shares pursuant thereto complies
          with  all  applicable provisions of law, including, applicable federal
          and  state securities laws. As a condition to the Award of Shares, the
          Employer  may  require  the  person  receiving Shares to represent and
          warrant  at  the  time  of receipt that the shares of Common Stock are
          being  acquired  only for investment and without any present intention
          to  sell or distribute such Common Stock if, in the opinion of counsel
          for  the  Employer,  such a representation is required by any relevant
          provisions  of  law.

     (j)  Merger,  Sale  of  Assets,  Etc.  In  the  event  of  the  merger  or
          --------------------------------
          reorganization  of the Employer with or into any other corporation, or
          in  the event of a proposed sale of substantially all of the assets of
          the Employer, or in the event of a proposed dissolution or liquidation
          of  the  Employer  (collectively,  "sale transaction") all outstanding
          Awards  shall  be deemed earned. The Committee may, in its discretion,
          provide  that only a portion of an Award will vest and the Participant
          will  have the right to receive that portion of the common stock prior
          to  the  consummation  of  the liquidation or dissolution. All amounts
          deferred  pursuant  to  Section  6(e) and any accrued interest thereon
          shall  be  paid  in cash within 10 days of the sale transaction before
          the  date  of  closing of any sale transaction or such earlier date as
          the  Committee  may  fix.

     (k)  Tax  Compliance.  The  Employer,  in  its  sole  discretion,  may take
          ----------------
          any  actions  that  it  reasonably believes to be required in order to
          comply  with  any  local,  state,  or federal tax laws relating to the
          reporting  or  withholding  of  taxes  attributable to the issuance of
          Shares,  including,  but  not  limited  to:  (i)  withholding from any
          Participant  a  number  of shares of Common Stock having a fair market
          value  equal  to  the amount required to be withheld by Employer under
          applicable  tax  laws,  and  (ii)  withholding  from  any  form  of
          compensation  or other amount due a Participant any amount required to
          be  withheld  by  Employer  under  applicable tax laws. Withholding or
          reporting  is considered required for purposes of this Section 6(k) if
          any  tax  deduction  or  other  favorable  tax  treatment available to
          Employer  is  conditioned  upon  such  reporting  or  withholding.

     (l)  Dividends.  Upon  issuance  of  Performance  Shares  earned  under the
          ----------
          Plan,  the  Employer also shall pay to the Participant an amount equal
          to  the  aggregate amount of dividends that the Participant would have
          received  had  the Participant been the owner of record of such earned
          Performance  Shares  during  any  Performance  Period.

     7.   TERM  OF  THE  PLAN.  The  Plan  is  effective on the date of adoption
          -------------------
          of  the  Plan  by  the  Board. Unless sooner terminated as provided in
          Section  8, the Plan will terminate on the tenth (10th) anniversary of
          its  effective  date.  Awards  may  be  granted  at any time after the
          effective  date  and  prior  to  the  date of termination of the Plan.

     8.   AMENDMENT;  EARLY  TERMINATION.  The  Board  may  terminate  or  amend
          -------------------------------
          the  Plan  at  any  time  and  in such respects as it deems advisable,
          although no  amendment  or  termination  would  affect any previously-
          granted  Awards,  which  would  remain  in  full  force  and  effect
          notwithstanding  any amendment or termination of the Plan. Shareholder
          approval  of  any  amendments  to  the  Plan must be obtained whenever
          required  by  applicable  law(s)  or  stock  market  regulations.

     9.   INABILITY  TO  OBTAIN  AUTHORITY.  The  inability  of  the Employer to
          --------------------------------
          obtain  authority  to  issue  and  sell shares under the Plan from any
          regulatory  body having jurisdiction, which authority is considered by
          the Employer's counsel to be necessary to the lawful issuance and sale
          of  the  shares  under  the  Plan,  will  relieve  the Employer of any
          liability  in  respect  of  the failure to issue or sell those shares.

     10.  SHAREHOLDER APPROVAL. Approval of the Plan by the shareholders of
          ---------------------
          the  Employer  will  be sought only if and when required by applicable
          law  or  stock  market  regulations.



                                  *   *   *   *

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                             CERTIFICATE OF ADOPTION

     I  certify  that  the  foregoing  Plan  was  adopted  by  the  Board  on
the  21st  day  of  July,  2004.


     SOLANEX  MANAGEMENT  INC.

     /s/  Colin  Hall
     ----------------
     Colin  Hall