Exhibit 4.1 (Plan)


    Exhibit
      4.1    

    
 

    COM-GUARD.COM,
      INC.

    


    2005
      STOCK INCENTIVE PLAN

    


    


    1.    Purpose
      of the Plan. The
      purpose of the 2005 Stock Incentive Plan (“Plan”) of COM-GUARD.COM, INC., a
      Nevada corporation, (“Company”) is to provide the Company with a means of
      compensating selected key employees (including officers) and directors of and
      consultants to the Company for their services rendered in connection with the
      development of COM-GUARD.COM, INC. with shares of Common Stock of the
      Company.

    


    2.    Administration
      of the Plan. The
      Plan
      shall be administered by the Company’s Board of Directors (the
“Board”).

    


    2.1    Award
      or Sales of shares.
      The
      Company’s Board shall (a) select those key employees (including officers),
      directors and consultants to whom shares of the Company’s Common Stock shall be
      awarded or sold, and (b) determine the number of shares to be awarded or sold;
      the time or times at which shares shall be awarded or sold; whether the shares
      to be awarded or sold will be registered with the Securities and Exchange
      Commission; and such conditions, rights of repurchase, rights of first refusal
      or other transfer restrictions as the Board may determine. Each award or sale
      of
      shares under the Plan may or may not be evidenced by a written agreement between
      the Company and the persons to whom shares of the Company’s Common Stock are
      awarded or sold. 

    


    2.2    Consideration
      for Shares.
      Shares
      of the Company’s Common Stock to be awarded or sold under the Plan shall be
      issued for such consideration, having a value not less than par value thereof,
      as shall be determined from time to time by the Board in its sole
      discretion.

    


    2.3    Board
      Procedures.
      The
      Board from time to time may adopt such rules and regulations for carrying out
      the purposes of the Plan as it may deem proper and in the best interests of
      the
      Company. The Board shall keep minutes of its meetings and records of its
      actions. A majority of the members of the Board shall constitute a quorum for
      the transaction of any business by the Board. The Board may act at any time
      by
      an affirmative vote of a majority of those members voting. Such vote shall
      be
      taken at a meeting (which may be conducted in person or by any telecommunication
      medium) or by written consent of Board members without a meeting.

    


    2.4    Finality
      of Board Action.
      The
      Board shall resolve all questions arising under the Plan. Each determination,
      interpretation, or other action made or taken by the Board shall be final and
      conclusive and binding on all persons, including, without limitation, the
      Company, its stockholders, the Board and each of the members of the Board.
      

    


    2.5    Non-Liability
      of Board Members.
      No
      Board member shall be liable for any action or determination made by him in
      good
      faith with respect to the Plan or any shares of the Company’s Common Stock sold
      or awarded under it.

    


    2.6    Board
      Power to Amend, Suspend, or Terminate the Plan.
      The
      Board may, from time to time, make such changes in or additions to the Plan
      as
      it may deem proper and in the best interests of the Company and its
      Stockholders. The Board may also suspend or terminate the Plan at any time,
      without notice, and in its sole discretion.

    


    3.    Shares
      Subject to the Plan.
      For
      purposes of the Plan, the Board of Directors is authorized to sell or award
      up
      to 13,000,000 shares and/or options of the Company’s Common Stock, $.001 par
      value per share (“Common Stock”).

    


    3.1    Grants
      of Stock Options.
      Stock
      Options granted under the Plan shall constitute "incentive stock options" within
      the meaning of Section 422 of the Code, if so designated by the Board on the
      date of grant. The Board 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 Board 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 one hundred thousand dollars ($100,000.00)). Non-Statutory
      Stock Options (“NSO”) shall not be subject to the limitations relating to
      incentive stock options contained in the preceding sentence. Each Stock Option
      shall be evidenced by a written agreement (the "Option Agreement") in a form
      approved by the Board, which shall be executed on behalf of the Company and
      by
      the Employee to whom the Stock Option is granted, and which shall be subject
      to
      the terms and conditions of this Plan. The holder of a Stock Option shall not
      be
      entitled to the privileges of stock ownership as to any shares of Common Stock
      not actually issued to such holder.

    


    3.2    Assignability.
      Options
      granted under this Plan may be, if designated as such, assigned to third
      parties.

    


    3.3    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 the 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
      such
      Employee or by such Employee's legal representative.

    


    4.    Participants.
      All key
      employees (including officers) and directors of and consultants to the Company
      and any of its subsidiaries (sometimes referred to herein as (“participants”)
      are eligible to participate in the Plan. A copy of this Plan shall be delivered
      to all participants, together with a copy of any Board resolutions authorizing
      the issuance of the shares and establishing the terms and conditions, if any,
      relating to the sale or award of such shares.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.1    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 materially inimically to the best interests
      of the Company, as determined by the Committee, in its sole and absolute
      discretion, such Employee shall forfeit all rights and benefits under this
      Plan.

    


    5.    Rights
      and Obligations of Participants.
      The
      award or sale of shares of Common stock shall be conditioned upon the
      participant providing to the Board a written representation that, at the time
      of
      such award or sale, it is the intent of such person(s) to acquire the shares
      for
      investment only and not with a view toward distribution. The certificate for
      unregistered shares issued for investment shall be restricted by the Company
      as
      to transfer unless the Company receives an opinion of counsel satisfactory
      to
      the Company to the effect that such restriction is not necessary under the
      pertaining law. The providing of such representation and such restriction on
      transfer shall not, however, be required upon any person’s receipt of shares of
      Common Stock under the Plan in the event that, at the time of award or sale,
      the
      shares shall be (i) covered by an effective and current registration statement
      under the Securities Act of 1933, as amended, and (ii) either qualified or
      exempt from qualification under applicable state securities laws. The Company
      shall, however, under no circumstances be required to sell or issue any shares
      under the Plan if, in the opinion of the Board, (i) the issuance of such shares
      would constitute a violation by the participant or the Company of any applicable
      law or regulation of any governmental authority, or (ii) the consent or approval
      of any governmental body is necessary or desirable as a condition of, or in
      connection with, the issuance of such shares. 

    


    6.    Payment
      of Shares.

    


    (a)    The
      entire purchase price of shares issued under the Plan shall be payable in lawful
      money of the United States of America at the time when such shares are
      purchased.

    


    7.    Adjustments.
      If the
      outstanding Common Stock shall be hereafter increased or decreased, or changed
      into or exchanged for a different number or kind of shares or other securities
      of the Company or of another corporation, by reason of a recapitalization,
      reclassification, reorganization, merger, consolidation, share exchange, or
      other business combination in which the Company is the surviving parent
      corporation, stock split-up, combination of shares, or dividend or other
      distribution payable in capital stock or rights to acquire capital stock,
      appropriate adjustment shall be made by the Board in the number and kind of
      shares which may be granted under the Plan.

    


    8.    Tax
      Withholding.
      As a
      condition to the purchase or award of shares, the participant shall make such
      arrangements as the Board may require for the satisfaction of any federal,
      state, local or foreign withholding tax obligations that may arise in connection
      with such purchase or award.

    


    9.    Terms
      of the Plan.

    


    9.1    Effective
      Date.
      The
      Plan shall become effective on June 16, 2005.

    


    9.2    Termination
      Date.
      The
      Plan shall terminate at Midnight on June 30, 2008, and no shares shall be
      awarded or sold after that time. The Plan may be suspended or terminated at
      any
      earlier time by the Board within the limitations set forth in Section
      2.6.

    


    10.    Non-Exclusivity
      of the Plan.
      Nothing
      contained in the Plan is intended to amend, modify, or rescind any previously
      approved compensation plans, programs or options entered into by the Company.
      This Plan shall be construed to be in addition to and independent of any and
      all
      such other arrangements. The adoption of the Plan by the Board shall not be
      construed as creating any limitations on the power of authority of the Board
      to
      adopt, with or without stockholder approval, such additional or other
      compensation arrangements as the Board may from time to time deem
      desirable.

    


    11.    Compliance
      With Rule 16b-3.
      Transactions under the Plan are intended to comply with all applicable
      conditions of Rule 16b-3. To the extent that any provision of the 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.

    


    12.    Governing
      Law.
      The
      Plan and all rights and obligations under it shall be construed and enforced
      in
      accordance with the laws of the United State of
      America.