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                                                                     Exhibit 4.1

                    STOCK FOR SERVICES COMPENSATION PLAN 2005

                               KODIAK ENERGY, INC.
                             A DELAWARE CORPORATION

The Board of Directors of Kodiak Energy, Inc. hereby adopts the following plan
for compensation of service providers with common stock in lieu of cash. This
Plan is adopted as of this date of November 9, 2005.

1. Purposes of the Plan. This Corporation requires the services of its officers
and consultants to assist in the transition from development stage to
operational stage of its corporate business, and further in the early
operational stage with a view to achieving profitability; however, this
Corporation does not enjoy the ability to provide cash compensation for all of
its needs. It may be necessary, appropriate and desirable, from time to time, to
offer shares of common stock to officers and services providers, either
initially, to secure necessary services, or later, to settle employee salaries,
invoices and billings with stock in lieu of cash. It may be necessary,
appropriate and desirable, from time to time, to offer shares of common stock to
services providers, as incentives to provide services.

2. Definitions. As used herein, the following definitions shall apply:

         (a) "The Act", and the "1933 Act", means the Securities Act of 1933.

         (b) "Administrator" means the Board of Directors, or any of its
      Committees as shall be designated by the Board to administer the Plan, in
      accordance with Section 4 of the Plan.

         (c) "Applicable Laws" means the requirements relating to the
      administration of stock option plans under United States Federal and state
      corporate laws, Federal and state securities laws, the Internal Revenue
      Code or Rules of any stock exchange or quotation system on which the
      Common Stock of the issuer is listed or quoted and the applicable laws of
      any foreign country or jurisdiction where Options or Stock Purchase Rights
      are, or will be, granted under the Plan.

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

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

         (f) "Common Stock" means the common stock of the Company.

         (g) "Company" means Kodiak Energy, Inc. a Delaware Corporation.

         (h) "Consultant" means any person, including attorneys, who: (1) advise
      the issuer on business strategy; (2) arranges a bank credit for the
      issuer; (3) who is retained to perform management functions traditionally
      performed by an employee; (4) an attorney who serves as counsel to the
      issuer, unless the participation involves a securities offering as part of
      promotional scheme of the issuer's securities; (5) assists the issuer in
      identifying acquisition targets; (6) assists the issuer in structuring
      mergers or other acquisitions in which securities are issued as
      consideration, unless the acquisition involves a promotional scheme of the
      issuer's securities.

         (i) "Director" means a member of the Board.

         (j) "Employee" means any person, including Officers and Directors,
      employed by the Company or any Parent or Subsidiary of the Company. A
      Service Provider shall not cease to be an Employee in the case of (i) any
      leave of absence approved by the Company or (ii) transfers between
      locations of the Company or between the Company, its Parent, any
      Subsidiary, or any successor.

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

         (i) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:


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                  (i) If the Common Stock is listed on any established stock
           exchange or a national market system, including without limitation
           the Nasdaq National Market or The Nasdaq SmallCap Market of The
           Nasdaq Stock Market, its Fair Market Value shall be the closing sales
           price for such stock (or the closing bid, if no sales were reported)
           as quoted on such exchange or system for the last market trading day
           prior to the time of determination, as reported in The Wall Street
           Journal or such other source as the Administrator deems reliable;

                  (ii) If the Common Stock is regularly quoted by a recognized
           securities dealer but selling prices are not reported, the Fair
           Market Value of a Share of Common Stock shall be the mean between the
           high bid and low asked prices for the Common Stock on the last market
           trading day prior to the day of determination, as reported in The
           Wall Street Journal or such other source as the Administrator deems
           reliable; or

                  (iii) In the absence of an established market for the Common
           Stock, the Fair Market Value shall be determined in good faith by the
           Administrator.

         (j) "Issuer" means Kodiak Energy, Inc. a Delaware Corporation.

         (l) "Reporting Company" means either one with a class of securities
      registered under Sections 12(b) or 12(g), and also includes a company
      which reports in accordance with Section 15(d) of the Securities Exchange
      Act of 1934, and further, in any case, that such company is current in its
      annual and quarterly filing requirements, and is not at such time subject
      to Comments by the Staff of the Commission with respect to any such
      filing, or to any Registration Statement.

         (m) "Non-Reporting Company" means one which is not a Reporting Company
      as defined hereinabove.

         (n) "Officer" means a person who is an officer of the Company within
      the meaning of Section 16 of the Exchange Act and the rules and
      regulations promulgated there under.

         (o) "Parent" means a "parent corporation," whether now or hereafter
      existing, as defined in Section 424(e) of the Code.

         (p) "Plan" means this Stock for Services Plan.

         (q) "Restricted Stock" means shares of stock acquired pursuant to a
      Restricted Stock Agreement, voluntarily, or Restricted Securities as
      defined by Rule 144(a), Reg. 230.144(a).

         (r) "Service Provider" means an Employee, Officer, Director or
      Consultant of the Issuer, its parent or subsidiary.

         (s) "Share" means a share of the Common Stock.

         (t) "Subsidiary" means a "subsidiary corporation", whether now or
      hereafter existing, owned or controlled by issuer. defined in Section
      424(f) of the Code.

3. Stock Subject to the Plan. The stock subject to this Plan is Class A Common
Stock.

4. The Plan. Accordingly, the Administrator may recommend to the Board, and the
Board may compensate actual Service Providers with stock, by agreement and in
accordance with applicable law, in lieu of cash, and in accordance with the
following provisions of this Plan, and all applicable law, and this Plan is
adopted as corporate policy, until and unless amended or rescinded by the Board.

         (a) Non-Reporting Issuer. If at the time of any proposed issuance
      pursuant to this Plan, Corporation be a non-reporting company, the Board
      of Directors shall offer shares only pursuant to Section 4(2) of the 1933
      Act, as Restricted Securities and New Investment Shares, as defined by
      Rule 144(a). Offers or issuances pursuant to the exemption of Rule 701
      (Reg.230.701)) are not within the scope of this Plan.

         (b) Reporting Issuer. If at the time of any proposed issuance pursuant
      to this Plan, this Corporation be a reporting company, the Administrator
      may elect to offer shares pursuant to Registration under the Securities
      Act of 1933, or pursuant to Section 4(2) of the 1933 Act, or other
      applicable exemption from registration, with such restriction on resale as



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      required by applicable law or rule of the Commission, or such greater
      restriction as may be agreed to by the parties.

         (c) 1933 Act Registration. In the event that shares are offered or
      issued pursuant to 1933 Act Registration, using From S-8 (or its
      equivalent as the Commission may from time to time provide, all
      requirements for the use of such form and procedure shall be observed and
      complied with; principally, among others: (i) The Corporation shall be a
      reporting company; (ii) Shares shall be offered and/or issued only to
      natural persons; and (iii) Capital formation or fund raising activities
      shall not be included in the concept of actual services provided, within
      this Plan.

         (d) Valuation of Shares. If a real and liquid market exists for the
      issuance of shares, on any public trading medium or exchange, the shares
      shall be valued in reasonable relation to the market price at which the
      shares could be sold. If no public market exists for the shares offered or
      issued, or if only a technical but inactive or illiquid market exits, the
      reasonable value of the shares shall be determined by actual commercial
      conditions for private transactions in shares that cannot be resold in
      brokerage transactions.

         (e) Full Compliance. Nothing contained herein shall authorize, and
      notwithstanding anything contained herein shall be deemed to authorize,
      anything other than full compliance with all applicable laws and
      regulations, as in force and effect at the time of any offer or issuance
      of securities.

         (f) Non-Qualified Plan. This Plan is not intended to qualify for any
      special tax treatment under the Code. Shares issued pursuant to this Plan
      shall be the equivalent of payment in cash for services, at their fair
      market value.

         (g) Services Invoiced. Services to be compensated by issuance of stock
      shall be specifically invoice and proper records of such services
      maintained in the corporate records. Future services for stock may be
      compensated according to a written agreement.

         (h) Voluntary Restriction. In any case, whether the Issuer be reporting
      or non-reporting, shares may offered pursuant to Restrictive Stock
      Agreement. Such voluntary or agreed restrictions may be greater than those
      imposed by applicable law.

 4. Administration of the Plan. The Plan shall be administered by the Board or
such Committee as the Board may constitute or designate for such purposes. The
Plan may be administered by different Committees with respect to different
groups of Service Providers; provided that no shares shall be issued pursuant to
this plan, and no Registration of shares shall be made pursuant to this Plan,
with the final or ultimate action and direction of the Board.

Execution. This Plan is now signed by all of the Directors of this Corporation,
on behalf of the Corporation, attesting to the adoption of this Plan.

Kodiak Energy, Inc.
Dated: December 13, 2005



/s/ Mark Hlady
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Mark Hlady
CEO/DIRECTOR







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