Exhibit 4.1


    JUPITER
      GLOBAL HOLDINGS CORP.

    EMPLOYEE
      STOCK INCENTIVE PLAN FOR THE YEAR 2005 NO. 1


    1. General
      Provisions.

     

    1.1 Purpose.
      This
      Stock Incentive Plan (the “Plan”) is intended to allow designated officers and
      employees (all of whom are sometimes collectively referred to herein as the
      “Employees,” or individually as the “Employee”) of Jupiter Global Holdings,
      Corp., a Nevada corporation (the “Company”) and its Subsidiaries (as that term
      is defined below) which they may have from time to time (the Company and such
      Subsidiaries are referred to herein as the “Company”) to receive certain options
      (the “Stock Options”) to purchase common stock of the Company, par value $0.0001
      per share (the “Common Stock”), and to receive grants of the Common Stock
      subject to certain restrictions (the “Awards”). As used in this Plan, the term
“Subsidiary” shall mean each corporation which is a “subsidiary corporation” of
      the Company within the meaning of Section 424(f) of the Internal Revenue Code
      of
      1986, as amended (the “Code”). The purpose of this Plan is to provide the
      Employees, who make significant and extraordinary contributions to the long-term
      growth and performance of the Company, with equity-based compensation
      incentives, and to attract and retain the Employees.

     

    1.2 Administration.
      The
      Plan shall be administered by the Compensation Committee (the “Committee”) of,
      or appointed by, the Board of Directors of the Company (the “Board”). The
      Committee shall select one of its members as Chairman or Plan Administrator
      and
      shall act by vote of a majority of a quorum, or by unanimous written consent.
      A
      majority of its members shall constitute a quorum. The Committee shall be
      governed by the provisions of the Company’s Bylaws and of Nevada law applicable
      to the Board, except as otherwise provided herein or determined by the Board.
      

     

    1.2.1 The
      Committee shall have full and complete authority, in its discretion, but subject
      to the express provisions of this Plan (a) to approve the Employees nominated
      by
      the management of the Company to be granted Awards or Stock Options; (b) to
      determine the number of Awards or Stock Options to be granted to an Employee;
      (c) to determine the time or times at which Awards or Stock Options shall be
      granted; to establish the terms and conditions upon which Awards or Stock
      Options may be exercised; (d) to remove or adjust any restrictions and
      conditions upon Awards or Stock Options; (e) to specify, at the time of grant,
      provisions relating to exercisability of Stock Options and to accelerate or
      otherwise modify the exercisability of any Stock Options; and (f) to adopt
      such
      rules and regulations and to make all other determinations deemed necessary
      or
      desirable for the administration of this Plan. All interpretations and
      constructions of this Plan by the Committee, and all of its actions hereunder,
      shall be binding and conclusive on all persons for all purposes.

     

    1.2.2 The
      Company hereby agrees to indemnify and hold harmless each Committee member
      and
      each Employee, and the estate and heirs of such Committee member or Employee,
      against all claims, liabilities, expenses, penalties, damages or other pecuniary
      losses, including legal fees, which such Committee member or Employee, his
      estate or heirs may suffer as a result of his responsibilities, obligations
      or
      duties in connection with this Plan, to the extent that insurance, if any,
      does
      not cover the payment of such items. No member of the Committee or the Board
      shall be liable for any action or determination made in good faith with respect
      to this Plan or any Award or Stock Option granted pursuant to this
      Plan.

     

    
      1.3 Eligibility
        and Participation.
        The
        Employees eligible under this Plan shall be approved by the Committee from
        those
        Employees who, in the opinion of the management of the Company, are in positions
        which enable them to make significant contributions to the long-term performance
        and growth of the Company. In selecting the Employees to whom Award or Stock
        Options may be granted, consideration shall be given to factors such as
        employment position, duties and responsibilities, ability, productivity,
        length
        of service, morale, interest in the Company and recommendations of
        supervisors.

       

      1.4 Shares
        Subject to this Plan.
        The
        maximum number of shares of the Common Stock that may be issued pursuant
        to this
        Plan shall be 700,000,000 subject to adjustment pursuant to the provisions
        of
        Paragraph 4.1. If shares of the Common Stock awarded or issued under this
        Plan
        are reacquired by the Company due to a forfeiture or for any other reason,
        such
        shares shall be cancelled and thereafter shall again be available for purposes
        of this Plan. If a Stock Option expires, terminates or is cancelled for any
        reason without having been exercised in full, the shares of the Common Stock
        not
        purchased thereunder shall again be available for purposes of this Plan.
        

      
        
          
          

        

        
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2. Provisions
      Relating to Stock Options.

     

    2.1 Grants
      of Stock Options.
      The
      Committee may grant Stock Options in such amounts, at such times, and to the
      Employees nominated by the management of the Company as the Committee, in its
      discretion, may determine. Stock Options granted under this Plan shall
      constitute “incentive stock options” within the meaning of Section 422 of the
      Code, if so designated by the Committee on the date of grant. The Committee
      shall also have the discretion to grant Stock Options which do not constitute
      incentive stock options, and any such Stock Options shall be designated
      non-statutory stock options by the Committee on the date of grant. The aggregate
      Fair Market Value (determined as of the time an incentive stock option is
      granted) of the Common Stock with respect to which incentive stock options
      are
      exercisable for the first time by any Employee during any one calendar year
      (under all plans of the Company and any parent or subsidiary of the Company)
      may
      not exceed the maximum amount permitted under Section 422 of the Code
      (currently, $100,000.00). Non-statutory stock options shall not be subject
      to
      the limitations relating to incentive stock options contained in the preceding
      sentence. In the discretion of the Committee, Stock Options may include
      provisions (which need not be uniform), authorized by the Committee in its
      discretion, that accelerate an Employee’s rights to exercise Stock Options
      following a “Change in Control,” upon termination of the Employee’s employment
      by the Company without “Cause” or by the Employee for “Good Reason,” as such
      terms are defined in Paragraph 3.1 hereof. The holder of a Stock Option shall
      not be entitled to the privileges of stock ownership as to any shares of the
      Common Stock not actually issued to such holder.

     

    2.2 Purchase
      Price.
      The
      purchase price (the “Exercise Price”) of shares of the Common Stock subject to
      each Stock Option (the “Option Shares”) shall not be less than 85 percent of the
      Fair Market Value of the Common Stock on the date of exercise. For an Employee
      holding greater than 10 percent of the total voting power of all stock of the
      Company, either Common or Preferred, the Exercise Price of an incentive stock
      option shall be at least 110 percent of the Fair Market Value of the Common
      Stock on the date of the grant of the option. As used herein, “Fair Market
      Value” means the mean between the highest and lowest reported sales prices of
      the Common Stock on the New York Stock Exchange Composite Tape or, if not listed
      on such exchange, on any other national securities exchange on which the Common
      Stock is listed or on The NASDAQ Stock Market, or, if not so listed on any
      other
      national securities exchange or The NASDAQ Stock Market, then the price of
      the
      Common Stock at the date of exercise on the OTC Bulletin Board or Pink Sheets.
      If the Common Stock is not then publicly traded, then the Fair Market Value
      of
      the Common Stock shall be the book value of the Company per share as determined
      on the last day of March, June, September, or December in any year closest
      to
      the date when the determination is to be made. For the purpose of determining
      book value hereunder, book value shall be determined by adding as of the
      applicable date called for herein the capital, surplus, and undivided profits
      of
      the Company, and after having deducted any reserves theretofore established;
      the
      sum of these items shall be divided by the number of shares of the Common Stock
      outstanding as of said date, and the quotient thus obtained shall represent
      the
      book value of each share of the Common Stock of the Company.

     

    2.3 Option
      Period.
      The
      Stock Option period (the “Term”) shall commence on the date of grant of the
      Stock Option and shall be 10 years or such shorter period as is determined
      by
      the Committee. Each Stock Option shall provide that it is exercisable over
      its
      term in such periodic installments as the Committee may determine, subject
      to
      the provisions of Paragraph 2.4.1. Section 16(b) of the Securities Exchange
      Act
      of 1934, as amended (the “Exchange Act”) exempts persons normally subject to the
      reporting requirements of Section 16(a) of the Exchange Act (the “Section 16
      Reporting Persons”) pursuant to a qualified employee stock option plan from the
      normal requirement of not selling until at least six months and one day from
      the
      date the Stock Option is granted.

    
      
        
          
          

        

        
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    2.4 Exercise
      of Options.

     

    2.4.1 Each
      Stock Option may be exercised in whole or in part (but not as to fractional
      shares) by delivering it for surrender or endorsement to the Company, attention
      of the Corporate Secretary, at the principal office of the Company, together
      with payment of the Exercise Price and an executed Notice and Agreement of
      Exercise in the form prescribed by Paragraph 2.4.2. Payment may be made (a)
      in
      cash, (b) by cashier’s or certified check, (c) by surrender of previously owned
      shares of the Common Stock valued pursuant to Paragraph 2.2 (if the Committee
      authorizes payment in stock in its discretion), (d) by withholding from the
      Option Shares which would otherwise be issuable upon the exercise of the Stock
      Option that number of Option Shares equal to the exercise price of the Stock
      Option, if such withholding is authorized by the Committee in its discretion,
      or
      (e) in the discretion of the Committee, by the delivery to the Company of the
      optionee’s promissory note secured by the Option Shares, bearing interest at a
      rate sufficient to prevent the imputation of interest under Sections 483 or
      1274
      of the Code, and having such other terms and conditions as may be satisfactory
      to the Committee. Subject to the provisions of this Paragraph 2.4 and Paragraph
      2.5, the Employee has the right to exercise his or her Stock Options at the
      rate
      of at least 20 percent per year over five years from the date the Stock Option
      is granted.

     

    2.4.2 Exercise
      of each Stock Option is conditioned upon the agreement of the Employee to the
      terms and conditions of this Plan and of such Stock Option as evidenced by
      the
      Employee’s execution and delivery of a Notice and Agreement of Exercise in a
      form to be determined by the Committee in its discretion. Such Notice and
      Agreement of Exercise shall set forth the agreement of the Employee that (a)
      no
      Option Shares will be sold or otherwise distributed in violation of the
      Securities Act of 1933, as amended (the “Securities Act”) or any other
      applicable federal or state securities laws, (b) each Option Share certificate
      may be imprinted with legends reflecting any applicable federal and state
      securities law restrictions and conditions, (c) the Company may comply with
      said
      securities law restrictions and issue “stop transfer” instructions to its
      Transfer Agent and Registrar without liability, (d) if the Employee is a Section
      16 Reporting Person, the Employee will furnish to the Company a copy of each
      Form 4 or Form 5 filed by said Employee and will timely file all reports
      required under federal securities laws, and (e) the Employee will report all
      sales of Option Shares to the Company in writing on a form prescribed by the
      Company.

     

    2.4.3 No
      Stock
      Option shall be exercisable unless and until any applicable registration or
      qualification requirements of federal and state securities laws, and all other
      legal requirements, have been fully complied with. The Company will use
      reasonable efforts to maintain the effectiveness of a Registration Statement
      under the Securities Act for the issuance of Stock Options and shares acquired
      thereunder, but there may be times when no such Registration Statement will
      be
      currently effective. The exercise of Stock Options may be temporarily suspended
      without liability to the Company during times when no such Registration
      Statement is currently effective, or during times when, in the reasonable
      opinion of the Committee, such suspension is necessary to preclude violation
      of
      any requirements of applicable law or regulatory bodies having jurisdiction
      over
      the Company. If any Stock Option would expire for any reason except the end
      of
      its term during such a suspension, then if exercise of such Stock Option is
      duly
      tendered before its expiration, such Stock Option shall be exercisable and
      exercised (unless the attempted exercise is withdrawn) as of the first day
      after
      the end of such suspension. The Company shall have no obligation to file any
      Registration Statement covering resales of Option Shares.

    
      
         

      

    

    2.5 Continuous
      Employment.
      Except
      as provided in Paragraph 2.7 below, an Employee may not exercise a Stock Option
      unless from the date of grant to the date of exercise the Employee remains
      continuously in the employ of the Company. For purposes of this Paragraph 2.5,
      the period of continuous employment of an Employee with the Company shall be
      deemed to include (without extending the term of the Stock Option) any period
      during which the Employee is on leave of absence with the consent of the
      Company, provided that such leave of absence shall not exceed three months
      and
      that the Employee returns to the employ of the Company at the expiration of
      such
      leave of absence. If the Employee fails to return to the employ of the Company
      at the expiration of such leave of absence, the Employee’s employment with the
      Company shall be deemed terminated as of the date such leave of absence
      commenced. The continuous employment of an Employee with the Company shall
      also
      be deemed to include any period during which the Employee is a member of the
      Armed Forces of the United States, provided that the Employee returns to the
      employ of the Company within 90 days (or such longer period as may be prescribed
      by law) from the date the Employee first becomes entitled to a discharge from
      military service. If an Employee does not return to the employ of the Company
      within 90 days (or such longer period as may be prescribed by law) from the
      date
      the Employee first becomes entitled to a discharge from military service, the
      Employee’s employment with the Company shall be deemed to have terminated as of
      the date the Employee’s military service ended.

    
      
        
          
          

        

        
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    2.6 Restrictions
      on Transfer.
      Each
      Stock Option granted under this Plan shall be transferable only by will or
      the
      laws of descent and distribution. No interest of any Employee under this Plan
      shall be subject to attachment, execution, garnishment, sequestration, the
      laws
      of bankruptcy or any other legal or equitable process. Each Stock Option granted
      under this Plan shall be exercisable during an Employee’s lifetime only by the
      Employee or by the Employee’s legal representative.

     

    
      2.7 Termination
        of Employment.

       

      2.7.1 Upon
        an
        Employee’s Retirement, Disability (both terms being defined below) or death, (a)
        all Stock Options to the extent then presently exercisable shall remain in
        full
        force and effect and may be exercised pursuant to the provisions thereof,
        and
        (b) unless otherwise provided by the Committee, all Stock Options to the
        extent
        not then presently exercisable by the Employee shall terminate as of the
        date of
        such termination of employment and shall not be exercisable thereafter. Unless
        employment is terminated for cause, as defined by applicable law, the right
        to
        exercise in the event of termination of employment, to the extent that the
        optionee is entitled to exercise on the date the employment terminates as
        follows:

       

      (i) At
        least
        six months from the date of termination if termination was caused by death
        or
        disability.

       

      (ii) At
        least
        30 days from the date of termination if termination was caused by other than
        death or disability.

       

      2.7.2 Upon
        the
        termination of the employment of an Employee for any reason other than those
        specifically set forth in Paragraph 2.7.1, (a) all Stock Options to the extent
        then presently exercisable by the Employee shall remain exercisable only
        for a
        period of 90 days after the date of such termination of employment (except
        that
        the 90 day period shall be extended to 12 months if the Employee shall die
        during such 90 day period), and may be exercised pursuant to the provisions
        thereof, including expiration at the end of the fixed term thereof, and (b)
        unless otherwise provided by the Committee, all Stock Options to the extent
        not
        then presently exercisable by the Employee shall terminate as of the date
        of
        such termination of employment and shall not be exercisable
        thereafter.

       

      2.7.3 For
        purposes of this Plan:

       

      (a) “Retirement”
        shall mean an Employee’s retirement from the employ of the Company on or after
        the date on which the Employee attains the age of 65 years; and

       

      (b) “Disability”
        shall mean total and permanent incapacity of an Employee, due to physical
        impairment or legally established mental incompetence, to perform the usual
        duties of the Employee’s employment with the Company, which disability shall be
        determined (i) on medical evidence by a licensed physician designated by
        the
        Committee, or (ii) on evidence that the Employee has become entitled to receive
        primary benefits as a disabled employee under the Social Security Act in
        effect
        on the date of such disability.

      
        
          
            
            

          

          
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      3. Provisions
        Relating to Awards.

       
3.1 Grant
      of Awards.
      Subject
      to the provisions of this Plan, the Committee shall have full and complete
      authority, in its discretion, but subject to the express provisions of this
      Plan, to (1) grant Awards pursuant to this Plan, (2) determine the number of
      shares of the Common Stock subject to each Award (the “Award Shares”), (3)
      determine the terms and conditions (which need not be identical) of each Award,
      including the consideration (if any) to be paid by the Employee for such Common
      Stock, which may, in the Committee’s discretion, consist of the delivery of the
      Employee’s promissory note meeting the requirements of Paragraph 2.4.1, (4)
      establish and modify performance criteria for Awards, and (5) make all of the
      determinations necessary or advisable with respect to Awards under this Plan.
      Each Award under this Plan shall consist of a grant of shares of the Common
      Stock subject to a restriction period (after which the restrictions shall
      lapse), which shall be a period commencing on the date the Award is granted
      and
      ending on such date as the Committee shall determine (the “Restriction Period”).
      The Committee may provide for the lapse of restrictions in installments, for
      acceleration of the lapse of restrictions upon the satisfaction of such
      performance or other criteria or upon the occurrence of such events as the
      Committee shall determine, and for the early expiration of the Restriction
      Period upon an Employee’s death, Disability or Retirement as defined in
      Paragraph 2.7.3, or, following a Change of Control, upon termination of an
      Employee’s employment by the Company without “Cause” or by the Employee for
“Good Reason,” as those terms are defined herein. For purposes of this Plan:


     

    “Change
      of Control” shall be deemed to occur (a) on the date the Company first has
      actual knowledge that any person (as such term is used in Sections 13(d) and
      14(d)(2) of the Exchange Act) has become the beneficial owner (as defined in
      Rule 13(d)-3 under the Exchange Act), directly or indirectly, of securities
      of
      the Company representing 40 percent or more of the combined voting power of
      the
      Company’s then outstanding securities, or (b) on the date the stockholders of
      the Company approve (i) a merger of the Company with or into any other
      corporation in which the Company is not the surviving corporation or in which
      the Company survives as a subsidiary of another corporation, (ii) a
      consolidation of the Company with any other corporation, or (iii) the sale
      or
      disposition of all or substantially all of the Company’s assets or a plan of
      complete liquidation.

     

    “Cause,”
      when used with reference to termination of the employment of an Employee by
      the
      Company for “Cause,” shall mean:

     

    (a) The
      Employee’s continuing willful and material breach of his duties to the Company
      after he receives a demand from the Chief Executive of the Company specifying
      the manner in which he has willfully and materially breached such duties, other
      than any such failure resulting from Disability of the Employee or his
      resignation for “Good Reason,” as defined herein; or

     

    (b) The
      conviction of the Employee of a felony; or

     

    (c) The
      Employee’s commission of fraud in the course of his employment with the Company,
      such as embezzlement or other material and intentional violation of law against
      the Company; or

     

    (d) The
      Employee’s gross misconduct causing material harm to the Company.

     

    “Good
      Reason” shall mean any one or more of the following, occurring following or in
      connection with a Change of Control and within 90 days prior to the Employee’s
      resignation, unless the Employee shall have consented thereto in
      writing:

    
      
        
          
          

        

        
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    (a) The
      assignment to the Employee of duties inconsistent with his executive status
      prior to the Change of Control or a substantive change in the officer or
      officers to whom he reports from the officer or officers to whom he reported
      immediately prior to the Change of Control; or

     

    (b) The
      elimination or reassignment of a majority of the duties and responsibilities
      that were assigned to the Employee immediately prior to the Change of Control;
      or

     

    (c) A
      reduction by the Company in the Employee’s annual base salary as in effect
      immediately prior to the Change of Control; or

     

    (d) The
      Company requiring the Employee to be based anywhere outside a 35-mile radius
      from his place of employment immediately prior to the Change of Control, except
      for required travel on the Company’s business to an extent substantially
      consistent with the Employee’s business travel obligations immediately prior to
      the Change of Control; or

     

    (e) The
      failure of the Company to grant the Employee a performance bonus reasonably
      equivalent to the same percentage of salary the Employee normally received
      prior
      to the Change of Control, given comparable performance by the Company and the
      Employee; or

     

    (f) The
      failure of the Company to obtain a satisfactory Assumption Agreement (as defined
      in Paragraph 4.12 of this Plan) from a successor, or the failure of such
      successor to perform such Assumption Agreement. 

     

    3.2 Incentive
      Stock Award Agreements.
      Each
      Award granted under this Plan shall be evidenced by a written agreement (an
      “Employee Incentive Stock Award”) in a form approved by the Committee and
      executed upon grant of the Award by the Company and the Employee to whom the
      Award is granted. Each Employee Incentive Stock Award shall be subject to the
      terms and conditions of this Plan and other such terms and conditions as the
      Committee may specify. 

     

    3.3 Amendment,
      Modification and Waiver of Restrictions.
      The
      Committee may modify or amend any Award under this Plan or waive any
      restrictions or conditions applicable to the Award; provided, however, that
      the
      Committee may not undertake any such modifications, amendments or waivers if
      the
      effect thereof materially increases the benefits to any Employee, or adversely
      affects the rights of any Employee without his consent.

     

    3.4 Terms
      and Conditions of Awards.
      Upon
      receipt of an Award of shares of the Common Stock under this Plan, even during
      the Restriction Period, an Employee shall be the holder of record of the shares
      and shall have all the rights of a stockholder with respect to such shares,
      subject to the terms and conditions of this Plan and the Award.

     

    3.4.1 Except
      as
      otherwise provided in this Paragraph 3.4, no shares of the Common Stock received
      pursuant to this Plan shall be sold, exchanged, transferred, pledged,
      hypothecated or otherwise disposed of during the Restriction Period applicable
      to such shares. Any purported disposition of such Common Stock in violation
      of
      this Paragraph 3.4 shall be null and void.

    
      
        
          
          

        

        
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    3.4.2 If
      an
      Employee’s employment with the Company terminates prior to the expiration of the
      Restriction Period for an Award, subject to any provisions of the Award with
      respect to the Employee’s death, Disability or Retirement, or Change of Control,
      all shares of the Common Stock subject to the Award shall be immediately
      forfeited by the Employee and reacquired by the Company, and the Employee shall
      have no further rights with respect to the Award. In the discretion of the
      Committee, an Incentive Agreement may provide that, upon the forfeiture by
      an
      Employee of Award Shares, the Company shall repay to the Employee the
      consideration (if any) which the Employee paid for the Award Shares on the
      grant
      of the Award. In the discretion of the Committee, an Incentive Agreement may
      also provide that such repayment shall include an interest factor on such
      consideration from the date of the grant of the Award to the date of such
      repayment.

     

    3.4.3 The
      Committee may require under such terms and conditions as it deems appropriate
      or
      desirable that (a) the certificates for the Common Stock delivered under this
      Plan are to be held in custody by the Company or a person or institution
      designated by the Company until the Restriction Period expires, (b) such
      certificates shall bear a legend referring to the restrictions on the Common
      Stock pursuant to this Plan, and (c) the Employee shall have delivered to the
      Company a stock power endorsed in blank relating to the Common
      Stock.

     

    4. Miscellaneous
      Provisions.

     

    4.1 Adjustments
      Upon Change in Capitalization.

     

    4.1.1 The
      number and class of shares subject to each outstanding Stock Option, the
      Exercise Price thereof (and the total price), the maximum number of Stock
      Options that may be granted under this Plan, the minimum number of shares as
      to
      which a Stock Option may be exercised at any one time, and the number and class
      of shares subject to each outstanding Award, shall not be proportionately
      adjusted in the event of any increase or decrease in the number of the issued
      shares of the Common Stock which results from a split-up or consolidation of
      shares, payment of a stock dividend or dividends exceeding a total of five
      percent for which the record dates occur in any one fiscal year, a
      recapitalization (other than the conversion of convertible securities according
      to their terms), a combination of shares or other like capital adjustment,
      so
      that (a) upon exercise of the Stock Option, the Employee shall receive the
      number and class of shares the Employee would have received prior to any such
      capital adjustment becoming effective, and (b) upon the lapse of restrictions
      of
      the Award Shares, the Employee shall receive the number and class of shares
      the
      Employee would have received prior to any such capital adjustment becoming
      effective.

     

    4.1.2 Upon
      a
      reorganization, merger or consolidation of the Company with one or more
      corporations as a result of which the Company is not the surviving corporation
      or in which the Company survives as a wholly-owned subsidiary of another
      corporation, or upon a sale of all or substantially all of the property of
      the
      Company to another corporation, or any dividend or distribution to stockholders
      of more than 10 percent of the Company’s assets, adequate adjustment or other
      provisions shall be made by the Company or other party to such transaction
      so
      that there shall remain and/or be substituted for the Option Shares and Award
      Shares provided for herein, the shares, securities or assets which would have
      been issuable or payable in respect of or in exchange for such Option Shares
      and
      Award Shares then remaining, as if the Employee had been the owner of such
      shares as of the applicable date. Any securities so substituted shall be subject
      to similar successive adjustments.

    
      
        
          
          

        

        
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    4.2 Withholding
      Taxes.
      The
      Company shall have the right at the time of exercise of any Stock Option, the
      grant of an Award, or the lapse of restrictions on Award Shares, to make
      adequate provision for any federal, state, local or foreign taxes which it
      believes are or may be required by law to be withheld with respect to such
      exercise (the “Tax Liability”), to ensure the payment of any such Tax Liability.
      The Company may provide for the payment of any Tax Liability by any of the
      following means or a combination of such means, as determined by the Committee
      in its sole and absolute discretion in the particular case (1) by requiring
      the
      Employee to tender a cash payment to the Company, (2) by withholding from the
      Employee’s salary, (3) by withholding from the Option Shares which would
      otherwise be issuable upon exercise of the Stock Option, or from the Award
      Shares on their grant or date of lapse of restrictions, that number of Option
      Shares or Award Shares having an aggregate Fair Market Value (determined in
      the
      manner prescribed by Paragraph 2.2) as of the date the withholding tax
      obligation arises in an amount which is equal to the Employee’s Tax Liability or
      (4) by any other method deemed appropriate by the Committee. Satisfaction of
      the
      Tax Liability of a Section 16 Reporting Person may be made by the method of
      payment specified in clause (3) above only if the following two conditions
      are
      satisfied:

     

    (a) The
      withholding of Option Shares or Award Shares and the exercise of the related
      Stock Option occur at least six months and one day following the date of grant
      of such Stock Option or Award; and

     

    (b) The
      withholding of Option Shares or Award Shares is made either (i) pursuant to
      an
      irrevocable election (the “Withholding Election”) made by the Employee at least
      six months in advance of the withholding of Options Shares or Award Shares,
      or
      (ii) on a day within a 10-day “window period” beginning on the third business
      day following the date of release of the Company’s quarterly or annual summary
      statement of sales and earnings.

     

    Anything
      herein to the contrary notwithstanding, a Withholding Election may be
      disapproved by the Committee at any time.

     

    4.3 Relationship
      to Other Employee Benefit Plans.
      Stock
      Options and Awards granted hereunder shall not be deemed to be salary or other
      compensation to any Employee for purposes of any pension, thrift,
      profit-sharing, stock purchase or any other employee benefit plan now maintained
      or hereafter adopted by the Company.

     

    4.4 Amendments
      and Termination.
      The
      Board of Directors may at any time suspend, amend or terminate this Plan. No
      amendment, except as provided in Paragraph 3.3, or modification of this Plan
      may
      be adopted, except subject to stockholder approval, which would (1) materially
      increase the benefits accruing to the Employees under this Plan, (2) materially
      increase the number of securities which may be issued under this Plan (except
      for adjustments pursuant to Paragraph 4.1 hereof), or (3) materially modify
      the
      requirements as to eligibility for participation in this Plan.

     

    4.5 Successors
      in Interest.
      The
      provisions of this Plan and the actions of the Committee shall be binding upon
      all heirs, successors and assigns of the Company and of the
      Employees.

     

    4.6 Other
      Documents.
      All
      documents prepared, executed or delivered in connection with this Plan
      (including, without limitation, Incentive Stock Award Agreements) shall be,
      in
      substance and form, as established and modified by the Committee; provided,
      however, that all such documents shall be subject in every respect to the
      provisions of this Plan, and in the event of any conflict between the terms
      of
      any such document and this Plan, the provisions of this Plan shall
      prevail.

    
      
        
          
          

        

        
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    4.7 Fairness
      of the Repurchase Price.
      In the
      event that the Company repurchases securities upon termination of employment
      pursuant to this Plan, either: (a) the price will not be less than the fair
      market value of the securities to be repurchased on the date of termination
      of
      employment, and the right to repurchase will be exercised for cash or
      cancellation of purchase money indebtedness for the securities within 90 days
      of
      termination of the employment (or in the case of securities issued upon exercise
      of options after the date of termination, within 90 days after the date of
      the
      exercise), and the right terminates when the Company’s securities become
      publicly traded, or (b) Company will repurchase securities at the original
      purchase price, provided that the right to repurchase at the original purchase
      price lapses at the rate of at least 20 percent of the securities per year
      over
      five years from the date the option is granted (without respect to the date
      the
      option was exercised or became exercisable) and the right to repurchase must
      be
      exercised for cash or cancellation of purchase money indebtedness for the
      securities within 90 days of termination of employment (or in case of securities
      issued upon exercise of options after the date of termination, within 90 days
      after the date of the exercise).

     

    4.8 No
      Obligation to Continue Employment.
      This
      Plan and the grants which might be made hereunder shall not impose any
      obligation on the Company to continue to employ any Employee. Moreover, no
      provision of this Plan or any document executed or delivered pursuant to this
      Plan shall be deemed modified in any way by any employment contract between
      an
      Employee (or other employee) and the Company.

     

    4.9 Misconduct
      of an Employee.
      Notwithstanding any other provision of this Plan, if an Employee commits fraud
      or dishonesty toward the Company or wrongfully uses or discloses any trade
      secret, confidential data or other information proprietary to the Company,
      or
      intentionally takes any other action which results in material harm to the
      Company, as determined by the Committee, in its sole and absolute discretion,
      the Employee shall forfeit all rights and benefits under this Plan.

     

    4.10 Term
      of Plan.
      No
      Stock Option shall be exercisable, or Award granted, unless and until the
      Directors of the Company have approved this Plan and all other legal
      requirements have been met. This Plan was adopted by the Board effective October
      24, 2005. No Stock Options or Awards may be granted under this Plan after
      October 24, 2015. 

     

    4.11 Governing
      Law.
      This
      Plan and all actions taken thereunder shall be governed by, and construed in
      accordance with, the laws of the State of Nevada.

     

    4.12 Assumption
      Agreements.
      The
      Company will require each successor, (direct or indirect, whether by purchase,
      merger, consolidation or otherwise), to all or substantially all of the business
      or assets of the Company, prior to the consummation of each such transaction,
      to
      assume and agree to perform the terms and provisions remaining to be performed
      by the Company under each Incentive Agreement and Stock Option and to preserve
      the benefits to the Employees thereunder. Such assumption and agreement shall
      be
      set forth in a written agreement in form and substance satisfactory to the
      Committee (an “Assumption Agreement”), and shall include such adjustments, if
      any, in the application of the provisions of the Incentive Agreements and Stock
      Options and such additional provisions, if any, as the Committee shall require
      and approve, in order to preserve such benefits to the Employees. Without
      limiting the generality of the foregoing, the Committee may require an
      Assumption Agreement to include satisfactory undertakings by a
      successor:

     

    (a) To
      provide liquidity to the Employees at the end of the Restriction Period
      applicable to the Common Stock awarded to them under this Plan, or on the
      exercise of Stock Options;

     

    (b) If
      the
      succession occurs before the expiration of any period specified in the Incentive
      Agreements for satisfaction of performance criteria applicable to the Common
      Stock awarded thereunder, to refrain from interfering with the Company’s ability
      to satisfy such performance criteria or to agree to modify such performance
      criteria and/or waive any criteria that cannot be satisfied as a result of
      the
      succession; 

    
      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

    

    (c) To
      require any future successor to enter into an Assumption Agreement;
      and

     

    (d) To
      take
      or refrain from taking such other actions as the Committee may require and
      approve, in its discretion.

     

    4.13 Compliance
      with Rule 16b-3.
      Transactions under this Plan are intended to comply with all applicable
      conditions of Rule 16b-3 promulgated under the Exchange Act. To the extent
      that
      any provision of this Plan or action by the Committee fails to so comply, it
      shall be deemed null and void, to the extent permitted by law and deemed
      advisable by the Committee.

     

    4.14 Information
      to Shareholders.
      The
      Company shall furnish to each of its stockholders financial statements of the
      Company at least annually.

    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, this Plan has been executed effective as of October 24,
      2005.

     

     

    
      
        	 	 	 
	 	JUPITER
                GLOBAL HOLDINGS, CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Edwin
                Kwong
	 	
                
Edwin
                Kwong
	 	Corp
                Secretary, Plan
                Administrator