Filed by sedaredgar.com - Dana Resources - Exhibit 4.1






DANA RESOURCES 

	2009 STOCK
      COMPENSATION PLAN 


SECTION 1 
INTRODUCTION 

1.1       
Establishment. Dana Resources (the “Company”), a Wyoming
corporation, hereby establishes the Dana Resources 2009 Non-qualified Stock Plan
(the “Plan”) for employees, consultants, directors, and other persons
associated with the Company and any of the Company’s subsidiaries, whom the
Board wishes to incite. 

1.2      
 Purposes. The purposes of this Plan are to (i) attract and retain
the best available personnel for positions of responsibility within the Company
(ii) provide incentives to employees, officers, and management of the Company,
(iii) provide Directors, Consultants and Advisors of the Company with an
opportunity to acquire a proprietary interest in the Company to encourage their
continued provision of services to the Company, and to provide such persons with
incentives and rewards for superior performance more directly linked to the
profitability of the Company's business and increases in shareholder value, and
(iv) generally to promote the success of the Company's business and the
interests of the Company and all of its stockholders, through the issuance of
shares of the Company's Common Stock.

               Incentive
benefits granted hereunder may be shares. The amount of shares issued shall be
determined by the board or the Compensation Committee and reflected in the terms
of written agreements. 

SECTION 2 
DEFINITIONS 

2.1       
Definitions. The following terms will have the meanings set forth
below: 

“Affiliated Corporation” means any corporation or other
entity (including, but not limited to, a partnership) which exercises control
over the Company through stock ownership or otherwise, and includes subsidiaries
of the Company. 

“Board” means the Board of Directors of the
  Company.

“Code” means the Internal Revenue Code of the USA or the
Income Tax Act of Canada, as it may be amended form time to time, and as
appropriate to the context and as applies to the Eligible Participant.


“Effective Date” means the effective date of the Plan,
which will be upon approval of the Board of Directors of the Company. 

“Eligible Participants” means any employees
  (including, without limitation, all officers), directors, consultants and any
  other persons whom the Board wishes to incite to contribute to the fortunes
  of the Company and permitted by law or policy to receive Shares.




“Non-Statutory Share” means a Share issued under this
Plan in accordance with the requirements of the Code, as amended from time to
time. 

“Plan Limit” shall have the meaning set forth in section
4.1. 

“Share” or “Shares” shall mean the Company's
Common Shares, $.001 par value per share, or, in the event that the outstanding
Common Shares are hereafter changed into or exchanged for different shares of
securities of the Company, such other shares or securities. 

“Share Agreement” shall mean an agreement that will be
entered into by the Company and the Eligible Participant to whom the Shares are
issued and will contain terms and conditions governing the issuance of Shares


“Stockholder” means an Eligible Participant designated
by the Share Issuance Committee from time to time during the term of the Plan to
receive one or more Shares under the Plan. 

“Share Issuance Committee” means the Compensation
Committee of the Company, unless the Board strikes a separate committee, and in
the absence of an empowered committee shall mean the Board. 

“Stock” means the common stock of the Company. 

2.2        Gender
  and Number. Except where otherwise indicated by the context, the masculine
  gender also will include the feminine gender, and the definition of any term
  herein in the singular also will include the plural.

SECTION 3 
PLAN ADMINISTRATION 

3.1        The Plan
shall be administered by the Board. Subject to the express limitations of the
Plan, the Board shall have authority in its discretion to determine the Eligible
Persons to whom, and the time or times at which, Awards may be granted, the
number of shares subject to each Award, the time or times at which an Award will
become vested, the performance criteria, business or performance goals or other
conditions of an Award, and all other terms of the Award. The Board shall also
have discretionary authority to interpret the Plan, to make all factual
determinations under the Plan, and to make all other determinations necessary or
advisable for Plan administration. The Board may prescribe, amend, and rescind
rules and regulations relating to the Plan. All interpretations, determinations,
and actions by the Board shall be final, conclusive, and binding upon all
parties. 

SECTION 4 
STOCK SUBJECT TO THE PLAN AND EXCEPTIONS


4.1        Plan
limit. A maximum of 10,000,000 Shares (“Plan Limit”) are authorized
for issuance under the Plan in accordance with the provisions of the Plan.
Shares that are issued will be deducted from the Plan Limit and such Plan Limit
shall not be increased without approval of the board or, if shareholders of the
Company have so required, without approval of the shareholders of the Company.
While any Shares are outstanding, the Company will retain as authorized and
unissued Stock at least the number of Shares from time to time required under
the provisions of the Plan or otherwise assure itself of its ability to perform
its obligations hereunder. 

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4.2       
Unused and Forfeited Stock. Any Shares that are subject to this Plan
that are not used because the terms and conditions of the Share Agreement are
not met or any Shares that are used for full or partial payment of the purchase
price of Shares or any Shares retained by the Company for any purpose of this
Plan automatically will be returned to the Plan Limit and become available for
again for use under the Plan. 

4.3       
Adjustments for Stock Split, Stock Dividend, Etc. If the Company \at
any time increases or decreases the number of its outstanding Shares of Stock,
or changes in any way the rights and privileges of such Shares by means of the
Payment of a Stock dividend or any other distribution upon such Shares payable
in Stock, or through a stock split, subdivision, consolidation, combination,
reclassification or recapitalization involving the Stock, then, in relation to
the Stock that is affected by the above events, the provisions of this Section
4.3 will apply. In such event, the numbers, rights and privileges of the
following will be increased, decreased or changed in like manner as if such
shares had been issued and outstanding, fully paid and non-assessable at the
time of such event. 

4.4       
General Adjustment Rules. If any adjustment or substitution provided
for in this Section 4 will result in the creation of a fractional Share, the
number of Shares will be rounded to the next higher Share. 

4.5        Determination
by Share Issuance Committee, Etc. Adjustments under this Section 4 will be
made by the Share Issuance Committee, whose determinations with regard thereto
will be final and binding upon all parties. 

4.6      
 Shares Exceptional to Plan. With the concurrence of the Board,
the Share Issuance Committee may issue Shares outside the Plan or within the
Plan but in excess of the Plan Limit, such that the available Plan Limit is not
diminished, for exceptional circumstances or to acquire or retain personnel or
achieve important goals or strategic targets considered important to the Company
but which cannot reasonably be fit into the Plan Limit or the Plan due to
insufficiency of available Plan Shares, legal impediments whereby the recipient
cannot or is best not included in the Plan, or other purposes or reasons
considered appropriate to the Board. 

4.7      
 Limitations on Issuance. The Share Issuance Committee shall not,
nor does it have the authority to, issue any stock compensation under this Plan
for service related to investor relations or capital raising activities. 

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SECTION 5 
REORGANIZATION OR LIQUIDATION 

5.1       
Reorganization and Shares. In the event that the Company is merged or
consolidated with another corporation (other than a merger or consolidation in
which the Company is the continuing corporation and that does not result in any
reclassification or change of outstanding Shares), or if all or substantially
all of the assets or control of the outstanding voting stock of the Company is
acquired by any other corporation, business entity or person (other than by a
sale or conveyance in which the Company continues as a holding company of an
entity or entities that conduct the business of businesses formerly conducted by
the Company), or in case of a reorganization (other than a reorganization under
the United States Bankruptcy Code) or liquidation of the Company, the Share
Issuance Committee will have the power and discretion to prescribe the terms and
conditions for the modification of any outstanding Shares issued hereunder. By
way of illustration, and not by way of limitation, the Share Issuance Committee
may provide that such Shares will be exchanged or converted into Shares of the
surviving or acquiring corporation, or may provide for a payment or distribution
in respect of outstanding Shares in cancellation thereof. Any such
determinations by the Share Issuance Committee may be made generally with
respect to all Stockholders, or may be made on a case-by-case base with respect
to particular Stockholders. The provisions of this Section 5 will not apply to
any transaction undertaken for the purpose of reincorporating the Company under
the laws of another jurisdiction, if such transaction does not materially affect
the beneficial ownership of the Company’s capital stock. Any determination by
the Share Issuance Committee hereunder shall not amend the terms of any Share
without the consent of the Stockholder unless, in the opinion of the Committee
acting reasonably, such amendment is necessary to permit the alterations to the
Company to be effected and such is in the interest of shareholders generally.


SECTION 6 
STOCK SHARES 

6.1       
Issuance of Shares. An Eligible Participant may be issued one or more
Shares.

6.2      
 Share Agreements. Each Share issued under the Plan will be
evidenced by a written Share Agreement that will be entered into by the Company
and the Eligible Participant to whom the Share is issued (the “Stockholder”),
and will be deemed to contain the following terms and conditions, unless other
terms and conditions inconsistent therewith have been entered into the Share
Agreement. In the event of inconsistency between the provisions of the Plan and
any Share Agreement entered into, the provisions of the Share Agreement will be
considered to have been determined to be exceptional from the below and such
Share Agreement shall govern where not inconsistent with law. However, the
provisions of the Plan will govern where the Share Agreement omits to provide
for a matter governed by the Plan and the Share Agreement will not be incomplete
nor unenforceable if it fails to provide for a matter provided by the terms of
this Plan as such shall be incorporated by reference: 

(a) Number of Shares. Each Share Agreement will state
that it covers a specified number of Shares, as determined by the Share Issuance
Committee and the Share Agreement. If the Share Agreement fails to state the
number then it shall be the number set forth in the minutes of the Share
Issuance Committee. 

(b) Issuance. Each share agreement will state the amount
of Shares which shall be issued.

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(c) Date of Issuance. Shares will be considered as
having been issued on the date specified in the issuance resolution of the Share
Issuance Committee. 

6.3      
 Stockholder Privileges. Prior to the issuance of the Shares to
the Stockholder, the Stockholder will have no rights as a stockholder with
respect to any Shares issued to such person under this Plan and, until the
Stockholder becomes the holder of the record of such Stock, no adjustments,
other than those described in Section 4, will be made for dividends or other
distributions or other rights to which there is a record date preceding the date
such Stockholder becomes the holder of record of such Stock. 

SECTION 7 
RIGHTS OF EMPLOYEES AND STOCKHOLDERS


7.1       
Employment. Nothing contained in the Plan or in any Share Agreement
will confer upon any Eligible Participant any right with respect to the
continuation of employment by the Company, or interfere in any way with the
right of the Company, subject to the terms of any separate employment agreement
to the contrary, at any time to terminate such employment or to increase or
decrease the compensation of such Eligible Participant form the rate in
existence at the time of the issuance of Shares.

SECTION 8 
GENERAL RESTRICTIONS 

8.1       
Investment representations. The Company may require any person to whom
Shares are issued to give written assurances, in substance and form satisfactory
to the Company and its counsel, to the effect that such person is acquiring the
Stock subject to the Share Agreement for his own account for investment and not
with any present intention of selling and to such other effects as the Company
deems necessary or appropriate in order to comply with federal and applicable
state and provincial securities laws. Legends evidencing such restrictions may
be placed on the certificates evidencing the Stock. 

8.2       
Compliance with Securities Laws. Each Share Agreement will be subject
to the requirement that if at any time counsel to the Company determines that
the listing, registration or qualification of the Shares upon any securities
exchange or under any state, provincial or federal law, or the consent or
approval of any governmental or regulatory body, is necessary as a condition of,
or in connection with, the issuance of Shares thereunder, such Shares may not be
issued in whole or in part unless such listing, registration, qualification,
consent or approval will have been effected or obtained on conditions acceptable
to the Share Issuance Committee. Nothing herein will be deemed to require the
Company to apply for or to obtain such listing, registration or qualification.
However, where available to the circumstances of an Stockholder the Company will
include the Share with any other filings that the Company elects, at its sole
discretion, to file under S-8 or any other filings with the SEC but the Company
shall not be obliged to make an individual filing for a particular Share, unless
such shall have been required pursuant to the specific Share Agreement. 

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SECTION 9 
OTHER EMPLOYEE BENEFITS 

9.1       
Benefits and Taxes. The amount of any compensation deemed to be
received by a Stockholder as a result of a Share issuance will not constitute
“earnings” with respect to which any other employee benefits of such Stockholder
are determined, including, without limitation, benefits under any pension,
profit sharing, life insurance or salary continuation plan. Any taxable
consequences of any Share issuance are entirely the responsibility of the
Stockholder and no contribution shall be required of the Company and, further,
if the Company should suffer liability for unpaid taxes of a Stockholder then
the full amount of such shall be a debt of the Stockholder to the Company
payable immediately and for which the Company may seek judgment and, before
judgment or process, may set-off against any amounts due to the Stockholder or
may recover, again before judgment or process, by exercise of voiding the Share
Issuance at the discretion of the Share Issuance Committee.

SECTION 10 
PLAN AMENDMENT, MODIFICATION AND
TERMINATION 

10.1      Amendment.
The Board may at any time terminate and, from time to time, may amend or
modify the Plan provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the stockholders
where stockholder approval is required to enable the Plan to satisfy any
applicable statutory requirements, or if the Company, on the advice of counsel,
determines that stockholder approval otherwise is necessary or desirable. 

               No
amendment, modification or termination of the Plan will in any manner adversely
affect any Shares theretofore issued under the Plan, without the consent of the
Stockholders holding such Shares. 

SECTION 11 

  WITHHOLDING 

11.1      Withholding
Requirement. The Company’s obligations to issue Shares will be subject to
the Stockholder’s satisfaction of all applicable federal, state and local income
and other tax withholding requirements and applicable securities requirements.


11.2      Withholding With
  Stock. At the time Shares are issued the Share Issuance Committee, in its
  sole discretion, may permit the Stockholder to pay all such amounts of tax withholding,
  or any part thereof, that is due upon exercise of the Share by such adjustments
  as the Share Issuance Committee determines.

SECTION 12 
BROKERAGE ARRANGEMENTS 

12.1      Brokerage.
The Share Issuance Committee, in its discretion, may enter into
arrangements with one or more banks, brokers or other financial institutions to
facilitate the disposition of shares acquired upon, including, without
limitation, sale of acquired Shares 

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SECTION 13 
NONEXCLUSIVITY OF THE PLAN 

13.1      Other
Plans. The adoption of this Plan by the Board will not be construed as
creating any limitations on the power or authority of the Board to adopt such
other or additional incentive or other compensation arrangements of whatever
nature as the Board may deem necessary or desirable or preclude or limit the
continuation of any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees generally, or to any class or group
of employees, or any other persons that the Company or any Affiliated
Corporation now has lawfully put into effect, including, without limitation, any
retirement, pension, savings and stock purchase plan, insurance, death and
disability benefits and executive short-term incentive plans. 

SECTION 14 
REQUIREMENTS OF LAW 

14.1      Requirements
of Law. The issuance of Stock and the payment of cash pursuant to the Plan
will be subject to all applicable laws, rules and regulations. 

14.2      Governing
Law. The Plan and all agreements hereunder will be construed in accordance
with and governed by the laws of the State of Wyoming. 

SECTION 15 
DURATION OF THE PLAN 

15.1      Termination.
The Plan will terminate at such time as may be determined by the Board, and no
Shares will be issued after such termination. If not sooner terminated under the
preceding sentence, the Plan will fully cease and expire on the date that the
Plan Limit has been exhausted and all Shares issued.

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