Filed by Automated Filing Services Inc. (604) 609-0244 - SNOCONE SYSTEMS INC. - Exhibit 4.1






 EXHIBIT 4.1  

 SNOCONE SYSTEMS INC.

  2003 PERFORMANCE STOCK PLAN  

 1. Purpose.  The purpose of this
  Plan is to provide additional incentives to Employees and Consultants (as defined
  in Section 2) of Snocone Systems Inc., and any of its Subsidiaries, thereby
  helping to attract and retain the best available personnel for positions of
  responsibility with those corporations and otherwise promoting the success of
  the business activities of such corporations. 

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

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

         

	 	(b)
   	"Award" means the grant of a Performance
        Share under the Plan, whether singly or in combination, to a Participant
        by the Committee pursuant to such terms, conditions, restrictions and
        limitations, if any, as the Committee may establish by the Award Agreement
        or otherwise.

         

	 	(c)
   	"Award Agreement" means a written agreement
        with respect to an Award between the Employer and a Participant establishing
        the terms, conditions, restrictions and limitations applicable to an Award.
        To the extent an Award Agreement is inconsistent with the terms of the
        Plan, the Plan shall govern the rights of the Participant thereunder.

         

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

         

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

         

	 	(f)
   	“Common Stock" means the Employer's
        common stock.

         

	 	(g)
   	"Committee" means the Board or the Committee
        appointed by the Board in accordance with Section 4(a).

         

	 	(h)
   	"Continuous Status as an Employee" means
        the absence of any interruption or termination of service as an Employee;
        Continuous Status as an Employee will not be considered interrupted in
        the case of sick leave, military leave, or any other approved leave of
        absence.

         

	 	(i)
   	“Consultant” means any person
        who is not an employee or officer of Employer who serves as a consultant
        or advisor of the Employer or any Subsidiary of the Employer that is hereafter
        organized or acquired by the Employer.

         

	 	(j)
   	"Employee" means any person employed
        by or serving as an employee, officer, director, or consultant of the
        Employer or any Subsidiary of the Employer that is hereafter organized
        or acquired by the Employer.

         

	 	(k)
   	"Employer" means Snocone Systems Inc.,
        a Nevada corporation.

         

	 	(l)
   	"Nonemployee Director" has the meaning
        set forth in Rule 16b-3 under the 1934 Act.

         

	 	(m)
   	"Plan" means this 2003 Performance Stock
        Plan.

         

	 	(n)
   	"Participant" means any Employee or
        Consultant of the Employer or its subsidiaries selected by the Committee
        to participate in the Performance Stock Plan.

         

	 	(o)	"Plan" means this Performance Stock
        Plan.



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	 	(p)
   	"Performance Goals" or "Targets" means
        the performance criterion or criteria established by the Committee, pursuant
        to Section 6.

         

	 	(q)
   	"Performance Period" means that period
        established by the Committee at the time Performance Shares are granted.

         

	 	(r)
   	"Performance Share" means any grant
        pursuant to Section 6 of a unit valued by reference to a designated number
        of Shares, which value may be paid to the Participant by delivery of such
        property as the Committee shall determine, including cash, Shares or any
        combination thereof.

         

	 	(t)	"Subsidiary" means any bank or other
        corporation of which not less than fifty percent (50%) of the voting shares
        are held by the Employer or a Subsidiary, whether or not such corporation
        now exists or is hereafter organized or acquired by the Employer or a
        Subsidiary.




3. Stock Subject to Awards. 


      (a) Number of Shares Reserved.
  The maximum number of shares that may be optioned and sold under the Plan is
  one million (1,000,000) shares of Common Stock of the Employer, subject to adjustment
  as provided in Section 6(h) and 6(j). During the term of this Plan, the Employer
  will at all times reserve and keep available a sufficient number of shares of
  its Common Stock to satisfy the requirements of the Plan. 

      (b) Expired Awards. Common
  Stock related to Awards that are forfeited or otherwise terminated, or are settled
  in a manner such that all or some of the Shares covered by an Award are not
  issued to a Participant (other than an exchange for cash or other property of
  comparable value) shall immediately become available for Awards under this Plan.
  If an Award is exchanged for cash or other property of comparable value, the
  Common Stock related to the Award will be deducted from the Shares available
  for Awards under this Plan. 

 4. Administration of the Plan.
   

      (a) The Committee. The
  Plan is administered by the Board directly, acting as a Committee of the whole,
  or if the Board elects, by a separate Committee appointed by the Board for that
  purpose and consisting of at least two Board members, all of who must be Nonemployee
  Directors. All references in the Plan to the "Committee" are to such separate
  Committee, if any is established, or if none is then in existence, then to the
  Board as a whole. Once appointed, any such Committee must continue to serve
  until otherwise directed by the Board. From time to time the Board may increase
  the size of the Committee and appoint additional members thereto, remove members
  (with or without cause), appoint new members in substitution therefor, and fill
  vacancies (however caused). At all times, the Board has the power to remove
  all members of the Committee and thereafter to directly administer the Plan
  as a Committee of the whole. 

      (b) Meetings; Reports.
  The Committee shall select one of its members as chairman, and hold meetings
  at such times and places as the chairman or a majority of the Committee may
  determine. All actions of the Committee must be either by (i) a majority vote
  of the members of the full Committee at a meeting of the Committee, or (ii)
  by unanimous written consent of all members of the full Committee without a
  meeting. At least annually, the Committee must present a written report to the
  Board indicating the persons to whom Options have been granted since the date
  of the last such report, and in each case the date or dates of Options granted,
  the number of shares optioned, and the Option price per share. 

      (c) Powers of the Committee. Subject
  to all provisions and limitations of the Plan, the Committee has the authority
  and discretion to:

	 	(1) 	Determine the persons to whom Awards are to be granted, the times of
        grant, and the number of shares to be represented by each Award; 



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	 	(2)
   	Determine the price at which Shares
        are granted;

         

	 	(3)
   	Determine all other terms and conditions
        of each Award under the Plan, including specifying the terms and conditions
        upon which Shares become vested;

         

	 	(4)
   	Modify or amend the terms of any previously
        granted Award;

         

	 	(5)
   	Interpret the Plan;

         

	 	(6)
   	Authorize any person or persons to execute
        and deliver Award Agreements or to take any other actions deemed by the
        Committee to be necessary or appropriate to effectuate the grant of Awards
        by the Committee; and

         

	 	(7)	Make all other determinations and take
        all other actions that the Committee deems necessary or appropriate to
        administer the Plan in accordance with its terms and conditions.



      (d) Final Authority; Limitation
  of Liability. The Committee's decisions, determinations and interpretations
  are final and binding on all persons, including all Participants and any other
  holders or persons interested in any Awards, unless otherwise expressly determined
  by a vote of the majority of the entire Board. No member of the Committee or
  of the Board may be held liable for any action or determination made in good
  faith with respect to the Plan. 

      (e) Approval of Awards to
  Committee Composed of Non-Employee Directors. Any grant of Awards to a member
  of a Committee composed of Non-Employee Directors shall be approved of by the
  full Board of Directors. The full Board of Directors shall then be construed
  as the Committee for purposes of administering the Plan with respect to such
  Options. 

 5. Eligibility; Limitation of Rights.
  Shares may be Awarded only to Employees whom the Committee, in its discretion,
  determines to be key Employees. The grant of Awards under the Plan is entirely
  discretionary with the Committee, and the adoption of the Plan does not confer
  upon any person any right to receive any Award(s) unless and until granted by
  the Committee, in its sole discretion. Neither the adoption of the Plan nor
  the grant of any Awards to any person or Participant will confer any right to
  continued employment, nor shall the same interfere in any way with that person's
  right or that of the Employer (or any Subsidiary) to terminate the person's
  employment at any time. 

 6. Award Terms; Conditions.


      (a) Awards under the Plan
  consist of Performance Shares. Awards of Performance Shares may provide
  the Participant with dividends or dividend equivalents and voting rights immediately
  upon grant as the Committee may determine. All Awards under the Plan must be
  (i) approved in advance by the Committee; and (ii) documented in a written Award
  Agreement in such form as the Committee approves from time to time. All Award
  Agreements must comply with, and are subject to the following terms and conditions.


      (b) Timing of Grants; Payment.
  The Committee may grant an Award of Performance Shares to Employees and Consultants
  at any time and in any amount. Performance Goals may be established by the Committee
  relating to the specific Award. The Performance Shares are convertible into
  Common Stock (or cash or a combination of Common Stock and cash, as determined
  by the Award Agreement) and distributed to Participants. Award payments in respect
  of Performance Shares made in cash rather than the issuance of Common Stock
  shall not, by reason of such payments in cash, result in additional Shares being
  available for reissuance pursuant to Section 3(b) hereof. 

      (c) Adjustments. The
  Committee shall be authorized to make adjustments in the method of calculating
  attainment of Performance Goals, if any, in recognition of: (i) extraordinary
  or non-recurring 

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 items; (ii) changes in tax laws; (iii) changes in generally
  accepted accounting principles or changes in accounting policies; (iv) changes
  related to restructured or discontinued operations; (v) restatement of prior
  period financial results; and (vi) any other unusual, non-recurring gain or
  loss that is separately identified and quantified in the Company's financial
  statements. Notwithstanding the foregoing, the Committee may, at its sole discretion,
  reduce the performance results upon which Awards are based under the Plan, to
  offset any unintended result(s) arising from events not anticipated when the
  Performance Goals were established, provided, that such adjustment is permitted
  by Section 162(m) of the Code. 

      (d) Additional Terms And
  Conditions. The Committee may, by way of the Award Agreement or otherwise,
  determine the manner of payment of Awards of Performance Shares and other terms,
  conditions or restrictions, if any, on any Award of Performance Shares, provided
  they are consistent with the Plan or applicable laws. 

      (e) Deferrals and Settlements.
  The Committee may require or permit Participants to elect to defer the issuance
  of Shares or the settlement of Awards in cash as set out in any Award Agreement
  or under such administrative policies as it may establish under the Plan. It
  also may provide that deferred settlements include the payment or crediting
  of interest on the deferral amounts. 

      (f) Termination of Employment
  or Services. Upon the termination of employment of or services by a Participant,
  any deferred or unpaid Awards shall be treated as provided in the specific Award
  Agreement evidencing the Award, except that the Committee may, in its discretion,
  eliminate or make less restrictive any restrictions contained in an Award, waive
  any restriction or other provision of this Plan or an Award or otherwise amend
  or modify the Award in any manner that is either: (i) not adverse to such Participant;
  or (ii) consented to by such Participant. 

      (g) Nontransferability of
  Awards. Awards granted under the Plan shall not be transferable or assignable
  other than: (i) by will or the laws of descent and distribution; (ii) by gift
  or other transfer of an Award to any trust or estate in which the original Award
  recipient or such recipient's spouse or other immediate relative has a substantial
  beneficial interest, or to a spouse or other immediate relative, provided that
  any such transfer is permitted subject to Rule 16b-3 issued pursuant to the
  1934 Act as in effect when such transfer occurs and the Board does not rescind
  this provision prior to such transfer; or (iii) pursuant to a qualified domestic
  relations order (as defined by the Code). However, any Award so transferred
  shall continue to be subject to all the terms and conditions contained in the
  Award Agreement. 

      (h) Adjustments upon Changes
  in Capitalization. Subject to any required action by the shareholders of
  the Employer, the number of shares of Common Stock covered by each outstanding
  Award and the number of shares of Common Stock available for grant of additional
  Shares, must be proportionately adjusted for any increase or decrease in the
  number of issued shares of Common Stock resulting from any stock split or other
  subdivision or consolidation of shares, the payment of any stock dividend (but
  only on the Common Stock) or any other increase or decrease in the number of
  such shares of Common Stock effected without receipt of consideration by the
  Employer; provided, however, that conversion of any convertible securities of
  the Employer will not be deemed to have been "effected without receipt of consideration."


 Any adjustments as a result of a change in the Employer's
  capitalization will be made by the Committee, whose determination in that respect
  is final, binding and conclusive. Except as otherwise expressly provided in
  this Section 6(h), no Participant shall have any rights by reason of any stock
  split or the payment of any stock dividend or any other increase or decrease
  in the number of shares of Common Stock. Except as otherwise expressly provided
  in this Section 6(h), any issue by the Employer of shares of stock of any class,
  or securities convertible into shares of stock of any class, shall not affect
  the number of shares or price of Common Stock subject to any Award, and no adjustments
  in Awards shall be made by reason thereof. The grant of Shares under the Plan
  does not in any way affect the right or power of the Employer to make adjustments,
  reclassifications, reorganizations or changes of its capital or business structure.


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      (i) Conditions Upon Issuance
  of Shares. Shares of Common Stock.may not be issued with respect to an Award
  under the Plan unless the issuance and delivery of such shares pursuant thereto
  complies with all applicable provisions of law, including, applicable federal
  and state securities laws. As a condition to the Award of Shares, the Employer
  may require the person receiving Shares to represent and warrant at the time
  of receipt that the shares of Common Stock are being acquired only for investment
  and without any present intention to sell or distribute such Common Stock if,
  in the opinion of counsel for the Employer, such a representation is required
  by any relevant provisions of law. 

      (j) Merger, Sale of Assets,
  Etc. In the event of the merger or reorganization of the Employer with or
  into any other corporation, or in the event of a proposed sale of substantially
  all of the assets of the Employer, or in the event of a proposed dissolution
  or liquidation of the Employer (collectively, "sale transaction") all outstanding
  Awards shall be deemed earned. The Committee may, in its discretion, provide
  that only a portion of an Award will vest and the Participant will have the
  right to receive that portion of the common stock prior to the consummation
  of the liquidation or dissolution. All amounts deferred pursuant to Section
  6(e) and any accrued interest thereon shall be paid in cash within 10 days of
  the sale transaction before the date of closing of any sale transaction or such
  earlier date as the Committee may fix. 

      (k) Tax Compliance. The
  Employer, in its sole discretion, may take any actions that it reasonably believes
  to be required in order to comply with any local, state, or federal tax laws
  relating to the reporting or withholding of taxes attributable to the issuance
  of Shares, including, but not limited to: (i) withholding from any Participant
  a number of shares of Common Stock having a fair market value equal to the amount
  required to be withheld by Employer under applicable tax laws, and (ii) withholding
  from any form of compensation or other amount due a Participant any amount required
  to be withheld by Employer under applicable tax laws. Withholding or reporting
  is considered required for purposes of this Section 6(k) if any tax deduction
  or other favorable tax treatment available to Employer is conditioned upon such
  reporting or withholding. 

      (l) Dividends. Upon issuance
  of Performance Shares earned under the Plan, the Employer also shall pay to
  the Participant an amount equal to the aggregate amount of dividends that the
  Participant would have received had the Participant been the owner of record
  of such earned Performance Shares during any Performance Period. 

 7. Term of the Plan. The Plan
  is effective on the date of adoption of the Plan by the Board. Unless sooner
  terminated as provided in Section 8, the Plan will terminate on the tenth (10th)
  anniversary of its effective date. Awards may be granted at any time after the
  effective date and prior to the date of termination of the Plan. 

 8. Amendment; Early Termination. The
  Board may terminate or amend the Plan at any time and in such respects as it
  deems advisable, although no amendment or termination would affect any previously-granted
  Awards, which would remain in full force and effect notwithstanding any amendment
  or termination of the Plan. Shareholder approval of any amendments to the Plan
  must be obtained whenever required by applicable law(s) or stock market regulations.


  9. Inability to Obtain Authority. The
  inability of the Employer to obtain authority to issue and sell shares under
  the Plan from any regulatory body having jurisdiction, which authority is considered
  by the Employer’s counsel to be necessary to the lawful issuance and sale
  of the shares under the Plan, will relieve the Employer of any liability in
  respect of the failure to issue or sell those shares. 

 10. Shareholder Approval. Approval
  of the Plan by the shareholders of the Employer will be sought only if and when
  required by applicable law or stock market regulations. 


* * * *


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CERTIFICATE OF ADOPTION



I certify that the foregoing Plan was adopted by the Board on the 10th day of December, 2003.


	 	SNOCONE SYSTEMS INC.
	 	 
	 	 
	 	   /s/ Kevin Day
	 	Kevin Day


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