Exhibit
4.1

    


    THE
PLAYERS NETWORK

    AMENDED
AND RESTATED 2004 NON-QUALIFIED STOCK OPTION PLAN

    


    
      1.
Purpose.
This 2004 Non-Qualified Stock Option Plan (the “Plan”) is intended to promote
the financial success and interests of The Players Network. (the “Company”) and
materially increase shareholder value by giving incentives to the eligible
officers and other employees and directors of and consultants and advisors to
the Company, its parent (if any) and any present or future subsidiaries of the
Company (collectively, “Related Corporations”) through providing opportunities
to acquire stock in the Company. As used herein, the terms “parent” and
“subsidiary” mean “parent corporation” and “subsidiary corporation”,
respectively, as those terms are defined in Sections 424(e) and 424(f) or
successor provisions of the Internal Revenue Code of 1986 as amended from time
to time (the “Code”). Any proceeds of cash or property received by the Company
for the sale of The Players Network corporate purposes.

    

    


    
      2.
Structure
of the Plan. The Plan permits the following separate types of
grant:

    

    


    
      	
            	
              A.

            	
              Options
      may be granted hereunder to purchase shares of common stock of the
      Company. These options will not qualify as Incentive Stock Options. The
      Non-Qualified Options are sometimes referred to hereinafter as
      “Options”.

            


    

    


    
      	
            	
              B.

            	
              Awards
      of stock in the Company (“Awards”) may be
  granted.

            


    

    


    
      	
            	
              C.

            	
              Opportunities
      to make direct purchases of stock in the Company (“Purchases”) may be
      authorized.

            


    

     

    Options,
Awards and authorizations to make Purchases are sometimes referred to
hereinafter as “Stock Rights”.

     

    
      3.
Administration
of the Plan.

    

    


    
      	
            	
              A.

            	
              The
      Plan shall be administered by the Board of Directors of the Company (the
      “Board”). The Board may in its sole discretion grant Options, authorize
      Purchases and grant Awards, as provided in the Plan. The Board shall have
      full power and authority, subject to the express provisions of the Plan,
      to construe and interpret the Plan and all Option agreements, Purchase
      authorizations and Award grants thereunder, to establish, amend and
      rescind such rules and regulations as it may deem appropriate for the
      proper administration of the Plan, to determine in each case the terms and
      provisions which shall apply to a particular Option agreement, Purchase
      authorization, or Award grant, and to make all other determinations which
      are, in the Board’s judgment, necessary or desirable for the proper
      administration of the Plan. The Board may correct any defect, supply any
      omission or reconcile any inconsistency in the Plan or in any Option
      agreement, Purchase authorization or Award grant in the manner and to the
      extent it shall, in its sole discretion, consider expedient. Decisions of
      the Board shall be final and binding on all parties who have an interest
      in the Plan or any Option, Purchase, Award, or stock issuance thereunder.
      No director or person acting pursuant to authority delegated by the Board
      shall be liable for any action or determination under the Plan made in
      good faith.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              B.

            	
              The
      Board may, to the full extent permitted by and consistent with applicable
      law and the Company’s By-laws, and subject to Subparagraph D herein below,
      delegate any or all of its powers with respect to the administration of
      the Plan to a committee (the “Committee”) appointed by the Board. If a
      Committee has been appointed, all references in this Plan to the Board
      shall mean and relate to that
Committee.

            


    

    


    
      	
            	
              C.

            	
              Those
      provisions of this Plan which make express reference to Rule16b-3 under
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
      any successor rule (“Rule 16b-3”), or which are required in order for
      certain option transactions to qualify for exemption under Rule 16b-3,
      shall apply only to those persons required to file reports under Section
      16(a) of the Exchange Act (a “Reporting
  Person”).

            


    

    


    
      	
            	
              D.

            	
              If
      the Company registers any class of equity security under Section12 of the
      Exchange Act, the selection of a director or an officer (as the terms
      “director” and “officer” are defined for purposes of Rule 16b-3) as a
      recipient of an option, the timing of the option grant, the exercise price
      of the option and the number of shares subject to the option shall be
      determined either (i) by the Board, if all of the Board members are
      disinterested persons within the meaning of Rule 16(b)(3), or (ii) by two
      or more directors having full authority to act in the matter, each of whom
      shall be such a disinterested
person.

            


    

    


    
      4.
Eligible
Employees and Others. Non-Qualified Options, Awards, and authorizations to make
Purchases may be granted to any employee, officer or director of, or consultant
or advisor to the Company or any Related Corporation, except for instances where
services are in connection with the offer or sale of securities in a
capital-raising transaction, or they directly or indirectly promote or maintain
a market for the Company’s securities. In making such determinations, the Board
and/or the Committee may take into account the nature of the services rendered
by such person, his or her present and potential contribution to the Company’s
success, and such other factors as the Company and/or Committee in its
discretion shall deem relevant. The granting of any Stock Right to any
individual or entity shall neither entitle that individual or entity to, nor
disqualify him from, participation in any other grant of Stock
Rights.

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      5.
Stock.
The stock subject to Options, Awards and Purchases shall be authorized but
unissued shares of common stock of the Company (“Common Stock”), or shares of
Common Stock reacquired by the Company in any manner. The aggregate number of
shares which may be issued under the Plan is Seven Million (7,500,000), subject
to adjustment as provided in Paragraph 14. If any Option granted under the Plan
shall expire or terminate for any reason without having been exercised in full
or shall cease for any reason to be exercisable in whole or in part, or if the
Company shall reacquire any nonvested shares issued pursuant to Awards or
Purchases, the unpurchased shares subject to such Option, or such nonvested
shares so reacquired shall again be available for grants of Stock Rights under
the Plan. No fractional shares of Common Stock shall be issued, and the Board
and/or Committee shall determine the manner in which fractional share value
shall be treated.

    

    


    
      6.
Option
Agreements. As a condition to the grant of an Option, each recipient of an
Option shall execute an option agreement in such form not inconsistent with the
Plan as the Board shall approve. These option agreements may differ among
recipients. The Board may, in its sole discretion, include additional provisions
in option agreements, including without limitation restrictions on transfer,
repurchase rights, commitments to pay cash bonuses, to make, arrange for or
guarantee loans or to transfer other property to optionees upon exercise of
options, or such other provisions as shall be determined by the Board; provided,
however, that such additional provisions shall not be inconsistent with any
provision of the Plan.

    

     

    
      7.
Option
Exercise Price.

    

    


    
      	
            	
              A.

            	
              Subject
      to Subparagraph 3D of this Plan and Subparagraphs B and C of this
      Paragraph 7, the purchase price per share of Common Stock deliverable upon
      the exercise of an Option (“exercise price”) shall be determined by the
      Board.

            


    

    


    
      	
            	
              B.

            	
              The
      exercise price of each Non-Qualified Option granted under thePlan shall in
      no event be less than the par value per share of the Company’s Common
      Stock.

            


    

    


    
      8.
Cancellation
and New Grant of Options, Etc. The Board shall have the authority to effect, at
any time and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding Options and the grant in substitution
therefor of new Options covering the same or different shares of Common Stock
and having an exercise price per share which may be lower or higher than the
exercise price per share of the canceled Options.

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      9.
Exercise
of Options.

    

    


    
      	
            	
              A.

            	
              Each
      Option granted under the Plan shall be exercisable either in full or in
      installments at such time or times and during such period as shall be set
      forth in the agreement evidencing the Option, subject to the provisions of
      the Plan. The partial exercise of an option shall not cause the
      expiration, termination or cancellation of the remaining portion thereof.
      The Board may, in its sole discretion, (i) accelerate the date or dates on
      which all or any particular Option or Options granted under the Plan may
      be exercised or (ii) extend the dates during which all, or any particular,
      Option or Options granted under the Plan may be
  exercised.

            


    

    


    
      	
            	
              B.

            	
              Options
      granted under the Plan may provide for payment of the exercise price by
      any of the following methods:

            


    

    


    
      	
               
      

            	
              (i)

            	
              In
      cash, by wire transfer, by certified or cashier’s check, or by money
      order; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              By
      delivery to the Company of an exercise notice that requests the Company to
      issue to the Optionee the full number of shares as to which the Option is
      then exercisable, less the number of shares that have an aggregate Fair
      Market Value, as determined by the Board in its sole discretion at the
      time of exercise, equal to the aggregate purchase price of the shares to
      which such exercise relates. (This method of exercise allows the Optionee
      to use a portion of the shares issuable at the time of exercise as payment
      for the shares to which the option relates and is often referred to as a
      “cashless exercise.” For example, if the Optionee elects to exercise 1,000
      shares at an exercise price of $0.25 and the current Fair Market Value of
      the shares on the date of exercise is $1.00, the Optionee can use 250 of
      the 1,000 shares at $1.00 per share to pay for the exercise of the entire
      Option (250 x $1.00 = $250.00) and receive only the remaining 750
      shares.)

            


    

    


    For
purposes of this section, “ Fair Market Value” shall be defined as the average
closing price of the common stock (if actual sales price information on any
trading day is not available, the closing bid price shall be used) for the five
trading days prior to the Date of Exercise of this Option (the “Average Closing
Bid Price”), as reported by the National Association of Securities Dealers
Automated Quotation System (“NASDAQ”), or if the common stock is not traded on
NASDAQ, the Average Closing Bid Price in the over-the-counter market; provided,
however, that if the common stock is listed on a stock exchange, the Fair Market
Value shall be the Average Closing Bid Price on such exchange; and, provided
further, that if the common stock is not quoted or listed by any organization,
the fair value of the common stock, as determined by the Board of Directors of
the Company, whose determination shall be conclusive, shall be used). In no
event shall the Fair Market Value of any share of Common Stock be less than its
par value.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
10.
Option
Period. Subject to earlier termination under other provisions of this Plan, each
Option and all rights thereunder shall expire on such date as shall be set forth
in the applicable option agreement.

    


    
      11.
Nontransferability
of Options. Options shall not be assignable or transferable by the optionee,
either voluntarily or by operation of law, except by will or the laws of descent
and distribution, and, during the life of theoptionee, shall be exercisable only
by the optionee.

    

    


    
      12.
Effect of
Termination of Employment or Other Relationship. Subject to all other provisions
of the Plan, the Board shall determine the period of time during which an
Optionee may exercise an Option following (i) the termination of the optionee’s
employment or other relationship with the Company or a Related Corporation or
(ii) the death or disability of the optionee. Such periods shall be set forth in
the agreement evidencing the Option.

    

    


    
      13.
Adjustments.

    

    


    
      	
            	
              A.

            	
              If,
      through or as a result of any merger, consolidation, sale of all or
      substantially all of the assets of the Company, reorganization,
      recapitalization, reclassification, stock dividend, stock split, reverse
      stock split or other similar transaction, (i) the outstanding shares of
      Common Stock are increased, decreased or exchanged for a different number
      or kind of shares or other securities of the Company, or (ii) additional
      shares or new or different shares or other securities of the Company or
      other non-cash assets are distributed with respect to such shares of
      Common Stock or other securities, an appropriate and proportionate
      adjustment shall be made in (a) the maximum number and kind of shares
      reserved for issuance under the Plan, (b) the number and kind of shares or
      other securities subject to any then outstanding Options under the Plan,
      and © the price for each share subject to any then outstanding Options
      under the Plan, without changing the aggregate purchase price as to which
      such Options remain exercisable. No fractional shares shall be issued
      under the Plan on account of any such
  adjustments.

            


    

    


    
      	
            	
              B.

            	
              Any
      adjustments under this Paragraph 13 shall be made by the Board of
      Directors, whose determination as to what adjustments, if any, will be
      made and the extent thereof shall be final, binding and
      conclusive.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      14.
Rights as
a Shareholder. The holder of an Option shall have no rights as a shareholder
with respect to any shares covered by the option (including, without limitation,
any voting rights, the right to inspect or receive the Company’s balance sheets
or financial statements or any rights to receive dividends or non-cash
distributions with respect to such shares) until the date of issue of a stock
certificate for such shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.

    

     

    
      15.
Merger,
Consolidation, Asset Sale, Liquidation, Etc.

    

    


    
      	
            	
              A.

            	
              Except
      as may otherwise be provided in the applicable option agreement, in the
      event of a consolidation or merger or sale of all or substantially all of
      the assets of the Company in which outstanding shares of Common Stock are
      exchanged for securities, cash or other property of any other corporation
      or business entity, or in the event of the liquidation of the Company
      (each, a “Change in Control”), the Board, or the board of directors of any
      corporation assuming the obligations of the Company, shall, in its
      discretion, take any one or more of the following actions, as to
      outstanding Options: (i) provide that such Options shall be assumed, or
      equivalent options shall be substituted, by the acquiring or succeeding
      corporation (or an affiliate thereof); (ii) upon written notice to the
      Optionees, provide that any and all outstanding Options shall become
      exercisable in full (to the extent not otherwise so exercisable) as of a
      specified date or time (“Accelerated Vesting Date”) prior to the
      consummation of such transaction, and that all unexercised Options shall
      terminate as of a specified date or time (“Accelerated Expiration Date”)
      following the Accelerated Vesting Date unless exercised by the Optionee
      prior to the Accelerated Expiration Date; provided, however, that the
      Optionees shall be given a reasonable period of time within which to
      exercise or provide for the exercise of outstanding Options following such
      written notice and before the Accelerated Expiration Date; (iii) in the
      event of a merger under the terms of which holders of the Common Stock of
      the Company will receive upon consummation thereof a cash payment for each
      share surrendered in the merger (the “Merger Price”), terminate each
      outstanding Option in exchange for a payment, made or provided for by the
      Company, equal in amount to the excess, if any, of the Merger Price over
      the per-share exercise price of each such Option, times the number of
      shares of Common Stock subject to such Option; or (iv) terminate each
      outstanding Option in exchange for a cash payment equal in amount to the
      product of the excess, if any, of the fair market value of a share of
      Common Stock over the per-share exercise price of each such Option, times
      the number of shares subject to such Option. The Board shall determine the
      fair market value of a share of Common Stock for purposes of the
      foregoing, and the Board’s determination of such fair market value shall
      be final, binding and conclusive.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              B.

            	
              In
      the event of a Change in Control and to the extent the rights described in
      this Section 16B are not already substantially provided to each Qualified
      Option Recipient by the Board (or the board of directors of any
      corporation assuming the obligations of the Company) pursuant to Section
      16A, beginning on the date which is 180 days from the date of such Change
      in Control, each Qualified Option Recipient (as defined below) shall have
      the right to exercise and receive from the Company or its successor their
      respective Acceleration Amount (as defined below). A “Qualified Option
      Recipient” is defined as an option recipient hereunder who both (A) has
      maintained a relationship as an employee, officer or director of, or
      consultant or advisor to, the Company or its successor for the 180 days
      immediately prior to the Change in Control and (B) on the date which is
      180 days after the date of the Change in Control, either (i) maintains a
      relationship as an employee, officer or director of, or consultant or
      advisor to, the Company or its successor or (ii) fails to maintain a
      relationship as an employee, officer or director of, or consultant or
      advisor to, the Company or its successor by reason of having such
      relationship terminated by the Company or its successor other than for
      Cause, where “Cause” means willful misconduct or willful failure of the
      option recipient to perform the responsibilities of such option
      recipient’s agreed-upon business relationship with the Company or its
      successor, including without limitation such option recipient’s breach of
      any provision of any employment, consulting, nondisclosure,
      non-competition or similar agreement between the option recipient and the
      Company. With respect to each Qualified Option Recipient, the
      “Acceleration Amount” shall mean the lesser of (a) the number of
      additional shares of Common Stock (or their equivalent) which would have
      become vested pursuant to their option agreement over the twelve (12)
      month period following the date of the Change in Control or (b) fifty
      percent (50%) of the shares of Common Stock (or their equivalent) which
      had not yet vested pursuant to their option agreement as of the date of
      the Change in Control. The Board and, where applicable, the board of
      directors of any corporation assuming the obligations of the Company,
      shall take all necessary action to accomplish the purposes of this Section
      16B, including all such actions as are necessary to provide for the
      assumption of such obligation upon the Change in
  Control.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              C.

            	
              The
      Company may grant Options under the Plan in substitution for Options held
      by employees of another corporation who become employees of the Company or
      a Related Corporation as the result of a merger or consolidation of the
      employing corporation with the Company or a Related Corporation, or as a
      result of the acquisition by the Company or a Related Corporation of
      property or stock of the employing corporation. The Company may direct
      that substitute Options be granted on such terms and conditions as the
      Board considers appropriate in the
  circumstances.

            


    

     

    
      	
            	
              D.

            	
              In
      the event of a Change in Control and with respect thereto, the rights and
      responsibilities of holders of Stock Rights pursuant to this Plan shall be
      governed first and foremost by the Company’s agreement with the respective
      recipient of such Stock Rights and then, to the extent applicable, by the
      terms of this Section 16.

            


    

    


    
      16.
Stock
Restriction Agreement. As a condition to the grant of an Award or a Purchase
authorization under the Plan, the recipient of the Award or Purchase
authorization shall execute an agreement (“Stock Restriction Agreement”) in such
form not inconsistent with the Plan as may be approved by the Board. Stock
Restriction Agreements may differ among recipients. Stock Restriction Agreements
may include any provisions the Board determines should be included and that are
not inconsistent with any provision of the Plan.

    

    


    
      17.
No
Special Employment Rights. Nothing contained in the Plan or in any option
agreement or other agreement or instrument executed pursuant to the provisions
of the Plan shall confer upon any Optionee any right with respect to the
continuation of his or her employment by the Company or any Related Corporation
or interfere in any way with the right of the Company or a Related Corporation
at any time to terminate such employment or to increase or decrease the
compensation of the Optionee.

    

    


    
      18.
Other
Employee Benefits. Except as to plans which by their terms include such amounts
as compensation, no amount of compensation deemed to be received by an employee
as a result of the grant or exercise of an Option or the sale of shares received
upon such exercise, or as a result of the grant of an Award or the authorization
or making of a Purchase will constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board.

    

     

    
      
        
        

      

      
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      19.
Amendment
of the Plan.

    

    


    
      	
            	
              A.

            	
              The
      Board may at any time, and from time to time, modify or amend the Plan in
      any respect.

            


    

    


    
      	
            	
              B.

            	
              The
      termination or any modification or amendment of the Plan shall not,
      without the consent of an Optionee, affect the Optionee’s rights under an
      Option previously granted. With the consent of the Optionee affected, the
      Board may amend outstanding option agreements in a manner not inconsistent
      with the Plan. The Board shall have the right to amend or modify (i) the
      terms and provisions of the Plan and of any outstanding Option, and (ii)
      the terms and provisions of the Plan and of any outstanding Option to the
      extent necessary to ensure the qualification of the Plan under Rule
      16b-3.

            


    

    


    
      20.
Investment
Representations. The Board may require any person to whom an Option is granted,
as a condition of exercising such Option, and any person to whom an Award is
granted or a Purchase is authorized, as a condition thereof, to give written
assurances in substance and form satisfactory to the Board to the effect that
such person is acquiring the Common Stock subject to the Option, Award or
Purchase for such person’s own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock.

    

    


    
      21.
Compliance
With Securities Laws. Each Option shall be subject to the requirement that if,
at any time, counsel to the Company shall determine that the listing,
registration or qualification of the shares subject to such Option upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such Option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board. Nothing herein shall be deemed to require the Company to apply for or
to obtain such listing, registration or qualification, or to satisfy such
condition.

    

    


    
      22.
Withholding.
The Company shall have the right to deduct from payments of any kind otherwise
due to the Optionee any federal, state or local taxes of any kind required by
law to be withheld with respect to any shares issued upon exercise of Options
under the Plan or upon the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in Paragraph 24), or the vesting of restricted Common
Stock acquired pursuant to a Stock Right. The Board in its sole discretion may
condition the exercise of an Option, the grant of an Award, the making of a
Purchase, or the vesting of restricted shares acquired by exercising a Stock
Right on the grantee’s payment of such additional withholding
taxes.

    

     

    
      23.
Effective
Date and Duration of the Plan.

    

    


    
      	
            	
              A.

            	
              The
      Plan shall become effective when adopted by the Board and Stock Rights
      granted under the Plan shall become exercisable upon the Board’s approval
      of the Plan. Amendments to the Plan not requiring shareholder approval
      shall become effective when adopted by the Board. Stock Rights may be
      granted under the Plan at any time after the effective date and before the
      termination date of the Plan.

            


    

    


    
      	
            	
              B.  

            	
              Unless
      sooner terminated as provided elsewhere in this Plan, thisPlan shall
      terminate upon the close of business on the day next preceding the tenth
      anniversary of the date of its adoption by the Board. Stock Rights
      outstanding on such date shall continue to have force and effect in
      accordance with the provisions of the instruments evidencing such Stock
      Rights.

            


    

    
    

     

    Adopted
by the Board of Directors on August 31, 2004.

     

    
      
        
        

      

      
        9