Exhibit
        4.1 

      


       

      


      


      INFINIUM
        LABS, INC. 

      2005
        STOCK COMPENSATION PLAN D 

      


      THIS
        INFINIUM LABS, INC. 2005 STOCK COMPENSATION PLAN D (the "Plan") is designed
        to
        retain employees and reward them for making major contributions to the success
        of the Company. These objectives are accomplished by making incentive awards
        under the Plan thereby providing Participants with a proprietary interest
        in the
        growth and performance of the Company. 

      


      1.
        Definitions. 

      


      (a)
        "Board" - The Board of Directors of the Company. 

      


      (b)
        "Code" - The Internal Revenue Code of 1986, as amended from time to time.
        

      


      (c)
        "Committee" - The Compensation Committee of the Company's Board, or such
        other
        committee of the Board that is designated by the Board to administer the
        Plan,
        composed of not less than two members of the Board all of whom are disinterested
        persons, as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated under the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"). 

      


      (d)
        "Company" - Infinium Labs, Inc. and its subsidiaries including subsidiaries
        of
        subsidiaries. 

      


      (e)
        "Exchange Act" - The Securities Exchange Act of 1934, as amended from time
        to
        time. 

      


      (f)
        "Fair
        Market Value" - The fair market value of the Company's issued and outstanding
        Stock as determined in good faith by the Board or Committee. 

      


      (g)
        "Grant" - The grant of any stock award to a Participant pursuant to such
        terms,
        conditions and limitations as the Committee may establish in order to fulfill
        the objectives of the Plan. 

      


      (h)
        "Grant Agreement" - An agreement between the Company and a Participant that
        sets
        forth the terms, conditions and limitations applicable to a Grant. 

      


      (i)
        "Participant" - An outside consultants, professional and service provider
        of the
        Company to whom an Award has been made under the Plan. 

      


      (j)
        "Securities Act" - The Securities Act of 1933, as amended from time to time.
        

      


      (k)
        "Stock" - Authorized and issued or unissued shares of common stock of the
        Company. 

      


      (l)
        "Stock Award" - A Grant made under the Plan in stock or denominated in units
        of
        stock for which the Participant is not obligated to pay additional
        consideration. 

      


      2.
        Administration. 

      


      The
        Plan
        shall be administered by the Board, provided however, that the Board may
        delegate such administration to the Committee. Subject to the provisions
        of the
        Plan, the Board and/or the Committee shall have authority to (a) grant, in
        its
        discretion, Stock Awards; (b) determine in good faith the fair market value
        of
        the Stock covered by any Grant; (c) determine which eligible persons shall
        receive Grants and the number of shares, restrictions, terms and conditions
        to
        be included in such Grants; (d) construe and interpret the Plan; (e) promulgate,
        amend and rescind rules and regulations relating to its administration, and
        correct defects, omissions and inconsistencies in the Plan or any Grant;
        (f)
        consistent with the Plan and with the consent of the Participant, as
        appropriate, amend any outstanding Grant; (g) determine the duration and
        purpose
        of leaves of absence which may be granted to Participants without constituting
        termination of their engagement for the purpose of the Plan or any Grant;
        and
        (h) make all other determinations necessary or advisable for the Plan's
        administration. The interpretation and construction by the Board of any
        provisions of the Plan or selection of Participants shall be conclusive and
        final. No member of the Board or the Committee shall be liable for any action
        or
        determination made in good faith with respect to the Plan or any Grant made
        thereunder. 

      


      3.
        Eligibility. 

      


      The
        persons who shall be eligible to receive Grants shall be non-executive
        employees, professional advisors and consultants of the Company. 

      


      4.
        Stock.


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (a)
        Authorized Stock: Stock subject to Grants may be either unissued or reacquired
        Stock. 

      


      (b)
        Number of Shares: Subject to adjustment as provided in Section 5(i) of the
        Plan,
        the total number of shares of Stock which may be purchased or granted directly
        by Stock Awards granted under the Plan shall not exceed Sixty Million
        (60,000,000) shares. If any Grant shall for any reason terminate or expire,
        any
        shares allocated thereto but remaining unvested shall again be available
        for
        Grants with respect thereto under the Plan as though no Grant had previously
        occurred with respect to such shares. Any shares of Stock issued pursuant
        to a
        Grant and repurchased pursuant to the terms thereof shall be available for
        future Grants as though not previously covered by a Grant. 

      


      (c)
        Reservation of Shares: The Company shall reserve and keep available at all
        times
        during the term of the Plan such number of shares as shall be sufficient
        to
        satisfy the requirements of the Plan. If, after reasonable efforts, which
        efforts shall not include the registration of the Plan or Grants under the
        Securities Act, the Company is unable to obtain authority from any applicable
        regulatory body, which authorization is deemed necessary by legal counsel
        for
        the Company for the lawful issuance of shares hereunder, the Company shall
        be
        relieved of any liability with respect to its failure to issue and sell the
        shares for which such requisite authority was so deemed necessary unless
        and
        until such authority is obtained. 

      


      5.
        Stock
        Awards. 

      


      All
        or
        part of any Stock Award under the Plan may be subject to conditions established
        by the Board or the Committee, and set forth in a Stock Award Agreement,
        which
        may include, but are not limited to, continuous service with the Company,
        achievement of specific business objectives, increases in specified indices,
        attaining growth rates and other comparable measurements of Company performance.
        Such Awards may be based on Fair Market Value or other specified valuation.
        All
        Stock Awards will be made pursuant to the execution of a Stock Award Agreement.
        

      


      (a)
        Conditions and Restrictions. Shares of Stock which Participants may receive
        as a
        Stock Award under a Stock Award Agreement may include such restrictions as
        the
        Board or Committee, as applicable, shall determine, including restrictions
        on
        transfer, repurchase rights, right of first refusal, and forfeiture provisions.
        When transfer of Stock is so restricted or subject to forfeiture provisions
        it
        is referred to as "Restricted Stock." Further, with Board or Committee approval,
        Stock Awards may be deferred, either in the form of installments or a future
        lump sum distribution. The Board or Committee may permit selected Participants
        to elect to defer distributions of Stock Awards in accordance with procedures
        established by the Board or Committee to assure that such deferrals comply
        with
        applicable requirements of the Code including, at the choice of Participants,
        the capability to make further deferrals for distribution after retirement.
        Any
        deferred distribution, whether elected by the Participant or specified by
        the
        Stock Award Agreement or by the Board or Committee, may require the payment
        be
        forfeited in accordance with the provisions of Section 5(c). Dividends or
        dividend equivalent rights may be extended to and made part of any Stock
        Award,
        subject to such terms, conditions and restrictions as the Board or Committee
        may
        establish. 

      


      (b)
        Cancellation and Rescission of Grants. Unless the Stock Award Agreement
        specifies otherwise, the Board or Committee, as applicable, may cancel any
        unvested or deferred Grants at any time if the Participant is not in compliance
        with all other applicable provisions of the Stock Award Agreement, the Plan
        and
        with the following conditions: 

      


      (i)
        A
        Participant shall not render services for any organization or engage directly
        or
        indirectly in any business which, in the judgment of the chief executive
        officer
        of the Company or other senior officer designated by the Board or Committee,
        is
        or becomes competitive with the Company, or which organization or business,
        or
        the rendering of services to such organization or business, is or becomes
        otherwise prejudicial to or in conflict with the interests of the Company.
        For
        Participants whose engagement has terminated, the judgment of the chief
        executive officer shall be based on the Participant's position and
        responsibilities while employed by the Company, the Participant's
        post-engagement responsibilities and position with the other organization
        or
        business, the extent of past, current and potential competition or conflict
        between the Company and the other organization or business, the effect on
        the
        Company's customers, suppliers and competitors and such other considerations
        as
        are deemed relevant given the applicable facts and circumstances. A Participant
        who has retired shall be free, however, to purchase as an investment or
        otherwise, stock or other securities of such organization or business so
        long as
        they are listed upon a recognized securities exchange or traded
        over-the-counter, and such investment does not represent a substantial
        investment to the Participant or a greater than five percent (5%) equity
        interest in the organization or business. 

      


      (ii)
        A
        Participant shall not, without prior written authorization from the Company,
        disclose to anyone outside the Company, or use in other than the Company's
        business, any confidential information or material relating to the business
        of
        the Company, acquired by the Participant either during or after engagement
        with
        the Company. 

      


      (iii)
        A
        Participant shall disclose promptly and assign to the Company all right,
        title
        and interest in any invention or idea, patentable or not, made or conceived
        by
        the Participant during engagement by the Company, relating in any manner
        to the
        actual or anticipated business, research or development work of the Company
        and
        shall do anything reasonably necessary to enable the Company to secure a
        patent
        where appropriate in the United States and in foreign countries. 

      


      (iv)
        Upon
        exercise, payment or delivery pursuant to a Grant, the Participant shall
        certify
        on a form acceptable to the Committee that he or she is in compliance with
        the
        terms and conditions of the Plan. 

      


      (c)
        Nonassignability. 

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (i)
        Except pursuant to Section 5(e)(iii) and except as set forth in Section
        5(d)(ii), no Grant or any other benefit under the Plan shall be assignable
        or
        transferable, or payable to, anyone other than the Participant to whom it
        was
        granted. 

      


      (ii)
        Where a Participant terminates engagement and retains a Grant pursuant to
        Section 5(e)(ii) in order to assume a position with a governmental, charitable
        or educational institution, the Board or Committee, in its discretion and
        to the
        extent permitted by law, may authorize a third party (including but not limited
        to the trustee of a "blind" trust), acceptable to the applicable governmental
        or
        institutional authorities, the Participant and the Board or Committee, to
        act on
        behalf of the Participant with regard to such Awards. 

      


      (d)
        Termination of Engagement. If the engagement or service to the Company of
        a
        Participant terminates, other than pursuant to any of the following provisions
        under this Section 5(e), all unvested or deferred Stock Awards shall be
        cancelled immediately, unless the Stock Award Agreement provides otherwise:
        

      


      (i)
        Retirement Under a Company Retirement Plan. When a Participant's engagement
        terminates as a result of retirement in accordance with the terms of a Company
        retirement plan, the Board or Committee may permit Stock Awards to continue
        in
        effect beyond the date of retirement in accordance with the applicable Grant
        Agreement and vesting of any such Grants may be accelerated. 

       

      (ii)
        Rights in the Best Interests of the Company. When a Participant resigns from
        the
        Company and, in the judgment of the Board or Committee, the acceleration
        and/or
        continuation of outstanding Stock Awards would be in the best interests of
        the
        Company, the Board or Committee may (i) authorize, where appropriate, the
        acceleration and/or continuation of all or any part of Grants issued prior
        to
        such termination and (ii) permit the vesting of such Grants for such period
        as
        may be set forth in the applicable Grant Agreement, subject to earlier
        cancellation pursuant to Section 8 or at such time as the Board or Committee
        shall deem the continuation of all or any part of the Participant's Grants
        are
        not in the Company's best interest. 

      


      (iii)
        Death or Disability of a Participant. 

      


      (1)
        In
        the event of a Participant's death, the Participant's estate or beneficiaries
        shall have a period up to the expiration date specified in the Grant Agreement
        within which to receive or exercise any outstanding Grant held by the
        Participant under such terms as may be specified in the applicable Grant
        Agreement. Rights to any such outstanding Grants shall pass by will or the
        laws
        of descent and distribution in the following order: (a) to beneficiaries
        so
        designated by the Participant; if none, then (b) to a legal representative
        of
        the Participant; if none, then (c) to the persons entitled thereto as determined
        by a court of competent jurisdiction. Grants so passing shall be made at
        such
        times and in such manner as if the Participant were living. 

      


      (2)
        In
        the event a Participant is deemed by the Board or Committee to be unable
        to
        perform his or her usual duties by reason of mental disorder or medical
        condition which does not result from facts which would be grounds for
        termination for cause, Grants and rights to any such Grants may be paid to
        the
        Participant, if legally competent, or a committee or other legally designated
        guardian or representative if the Participant is legally incompetent by virtue
        of such disability. 

      


      (3)
        After
        the death or disability of a Participant, the Board or Committee may in its
        sole
        discretion at any time (1) terminate restrictions in Grant Agreements; (2)
        accelerate any or all installments and rights; and (3) instruct the Company
        to
        pay the total of any accelerated payments in a lump sum to the Participant,
        the
        Participant's estate, beneficiaries or representative; notwithstanding that,
        in
        the absence of such termination of restrictions or acceleration of payments,
        any
        or all of the payments due under the Grant might ultimately have become payable
        to other beneficiaries. 

      


      (4)
        In
        the event of uncertainty as to interpretation of or controversies concerning
        this Section 5, the determinations of the Board or Committee, as applicable,
        shall be binding and conclusive. 

      


      6.
        Investment Intent. All Grants under the Plan are intended to be exempt from
        registration under the Securities Act provided by Rule 701 thereunder. Unless
        and until the sale and issuance of Stock subject to the Plan are registered
        under the Securities Act or shall be exempt pursuant to the rules promulgated
        thereunder, each Grant under the Plan shall provide that the purchases or
        other
        acquisitions of Stock thereunder shall be for investment purposes and not
        with a
        view to, or for resale in connection with, any distribution thereof. Further,
        unless the issuance and sale of the Stock have been registered under the
        Securities Act, each Grant shall provide that no shares shall be purchased
        upon
        the exercise of the rights under such Grant unless and until (i) all then
        applicable requirements of state and federal laws and regulatory agencies
        shall
        have been fully complied with to the satisfaction of the Company and its
        counsel, and (ii) if requested to do so by the Company, the person exercising
        the rights under the Grant shall (i) give written assurances as to knowledge
        and
        experience of such person (or a representative employed by such person) in
        financial and business matters and the ability of such person (or
        representative) to evaluate the merits and risks of receiving the Stock as
        compensation, and (ii) execute and deliver to the Company a letter of investment
        intent and/or such other form related to applicable exemptions from
        registration, all in such form and substance as the Company may require.
        If
        shares are issued upon exercise of any rights under a Grant without registration
        under the Securities Act, subsequent registration of such shares shall relieve
        the purchaser thereof of any investment restrictions or representations made
        upon the exercise of such rights. 

      


      7.
        Amendment, Modification, Suspension or Discontinuance of the Plan. The Board
        may, insofar as permitted by law, from time to time, with respect to any
        shares
        at the time not subject to outstanding Grants, suspend or terminate the Plan
        or
        revise or amend it in any respect whatsoever, except that without the approval
        of the shareholders of the Company, no such revision or amendment shall (i)
        increase the number of shares subject to the Plan, (ii) decrease the price
        at
        which Grants may be granted, (iii) materially increase the benefits to
        Participants, or (iv) change the class of persons eligible to receive Grants
        under the Plan; provided, however, no such action shall alter or impair the
        rights and obligations under any Stock Award outstanding as of the date thereof
        without the written consent of the Participant thereunder. No Grant may be
        issued while the Plan is suspended or after it is terminated, but the rights
        and
        obligations under any Grant issued while the Plan is in effect shall not
        be
        impaired by suspension or termination of the Plan. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      In
        the
        event of any change in the outstanding Stock by reason of a stock split,
        stock
        dividend, combination or reclassification of shares, recapitalization, merger,
        or similar event, the Board or the Committee may adjust proportionally (a)
        the
        number of shares of Stock (i) reserved under the Plan, (ii) covered by
        outstanding Stock Awards; (b) the Stock prices related to outstanding Grants;
        and (c) the appropriate Fair Market Value and other price determinations
        for
        such Grants. In the event of any other change affecting the Stock or any
        distribution (other than normal cash dividends) to holders of Stock, such
        adjustments as may be deemed equitable by the Board or the Committee, including
        adjustments to avoid fractional shares, shall be made to give proper effect
        to
        such event. In the event of a corporate merger, consolidation, acquisition
        of
        property or stock, separation, reorganization or liquidation, the Board or
        the
        Committee shall be authorized to issue or assume stock options, whether or
        not
        in a transaction to which Section 424(a) of the Code applies, and other Grants
        by means of substitution of new Grant Agreements for previously issued Grants
        or
        an assumption of previously issued Grants. 

      


      8.
        Tax
        Withholding. The Company shall have the right to deduct applicable taxes
        from
        any Grant payment and withhold, at the time of delivery or exercise of Stock
        Awards or vesting of shares under such Grants, an appropriate number of shares
        for payment of taxes required by law or to take such other action as may
        be
        necessary in the opinion of the Company to satisfy all obligations for
        withholding of such taxes. If Stock is used to satisfy tax withholding, such
        stock shall be valued based on the Fair Market Value when the tax withholding
        is
        required to be made. 

      


      9.
        Availability of Information. During the term of the Plan and any additional
        period during which a Grant granted pursuant to the Plan shall be payable,
        the
        Company shall make available, not later than one hundred and twenty (120)
        days
        following the close of each of its fiscal years, such financial and other
        information regarding the Company as is required by the bylaws of the Company
        and applicable law to be furnished in an annual report to the shareholders
        of
        the Company. 

      


      10.
        Notice. Any written notice to the Company required by any of the provisions
        of
        the Plan shall be addressed to the chief personnel officer or to the chief
        executive officer of the Company, and shall become effective when it is received
        by the office of the chief personnel officer or the chief executive officer.
        

      


      11.
        Indemnification of Board. In addition to such other rights or indemnifications
        as they may have as directors or otherwise, and to the extent allowed by
        applicable law, the members of the Board and the Committee shall be indemnified
        by the Company against the reasonable expenses, including attorneys' fees,
        actually and necessarily incurred in connection with the defense of any claim,
        action, suit or proceeding, or in connection with any appeal thereof, to
        which
        they or any of them may be a party by reason of any action taken, or failure
        to
        act, under or in connection with the Plan or any Grant granted thereunder,
        and
        against all amounts paid by them in settlement thereof (provided such settlement
        is approved by independent legal counsel selected by the Company) or paid
        by
        them in satisfaction of a judgment in any such claim, action, suit or
        proceeding, except in any case in relation to matters as to which it shall
        be
        adjudged in such claim, action, suit or proceeding that such Board or Committee
        member is liable for negligence or misconduct in the performance of his or
        her
        duties; provided that within sixty (60) days after institution of any such
        action, suit or Board proceeding the member involved shall offer the Company,
        in
        writing, the opportunity, at its own expense, to handle and defend the same.
        

      


      12.
        Governing Law. The Plan and all determinations made and actions taken pursuant
        hereto, to the extent not otherwise governed by the Code or the securities
        laws
        of the United States, shall be governed by the law of the State of Delaware
        and
        construed accordingly. 

      


      13.
        Termination Dates. The Plan shall terminate ten years later, subject to earlier
        termination by the Board pursuant to Section 7. 

      


      


      INFINIUM
        LABS, INC. 

      a
        Delaware corporation 

      


      By:
        /s/
        Greg Koler

      Its:
        Interim Chief Executive Officer