Filed by Automated Filing Services Inc. (604) 609-0244 - UltraGuard Water Systems Corp. - Exhibit 4.1






 EXHIBIT 4.1

 THE INCENTIVE PLAN OF ULTRAGUARD WATER SYSTEMS CORP.

 UltraGuard Water Systems Corp., a Nevada corporation (the “Company”),
  hereby adopts the Incentive Plan of UltraGuard Water Systems Corp. (the “Plan”)
  this 26th day of November, 2003. Under the Plan, the Company may
  issue stock, or grant options to acquire the Company's common stock, par value
  $0.001 (the “Stock”), from time to time to employees of the Company
  or its subsidiaries, all on the terms and conditions set forth herein (“Benefits”).
  In addition, at the discretion of the Board of Directors, Benefits may from
  time to time be granted under this Plan to other individuals, including consultants
  or advisors, who contribute to the success of the Company or its subsidiaries
  but are not employees of the Company or its subsidiaries, provided that bona
  fide services shall be rendered by consultants and advisors and such services
  must not be in connection with the offer or sale of securities in a capital-raising
  transaction. No stock may be issued, or option granted under the benefit plan
  to consultants, advisors, or other persons who directly or indirectly promote
  or maintain a market for the Company’s securities. 

 1. Purpose of the Plan. The Plan is intended to aid the Company in
  maintaining and developing a management team, attracting qualified officers
  and employees capable of assuring the future success of the Company, and rewarding
  those individuals who have contributed to the success of the Company. The Company
  has designed this Plan to aid it in retaining the services of executives and
  employees and in attracting new personnel when needed for future operations
  and growth and to provide such personnel with an incentive to remain employees
  of the Company, to use their best efforts to promote the success of the Company's
  business, and to provide them with an opportunity to obtain or increase a proprietary
  interest in the Company. It is also designed to permit the Company to reward
  those individuals who are not employees of the Company but who management perceives
  to have contributed to the success of the Company or who are important to the
  continued business and operations of the Company. The above goals will be achieved
  through the granting of Benefits. 

 2. Administration of this Plan. Administration of this
  Plan shall be determined by the Company's Board of Directors (the “Board”).
  Subject to compliance with applicable provisions of the governing law, the Board
  may delegate administration of this Plan or specific administrative duties with
  respect to this Plan on such terms and to such committees of the Board as it
  deems proper (hereinafter the Board or its authorized committee shall be referred
  to as “Plan Administrators”). The interpretation and construction
  of the terms of this Plan by the Plan Administrators thereof shall be final
  and binding on all participants in this Plan absent a showing of demonstrable
  error. No member of the Plan Administrators shall be liable for any action taken
  or determination made in good faith with respect to this Plan. Any Benefit approved
  by a majority vote of those Plan Administrators attending a duly and properly
  held meeting shall be valid. Any Benefit approved by the Plan Administrators
  shall be approved as specified by the Board at the time of delegation. 

 3. Shares of Stock Subject to this Plan. A total of five million (5,000,000)
  shares of Stock may be subject to, or issued pursuant to, Benefits granted under
  this Plan. If any right to acquire Stock granted under this Plan is exercised
  by the delivery of shares of Stock or the relinquishment of rights to shares
  of Stock, only the net shares of Stock issued (the shares of stock issued less
  the shares of Stock surrendered) shall count against the total number of shares
  reserved for issuance under the terms of this Plan. 

 4. Reservation of Stock on Granting of Option. At the time any option
  is granted under the terms of this Plan, the Company will reserve for issuance
  the number of shares of Stock subject to such option until it is exercised or
  expires. The Company may reserve either authorized but unissued shares or issued
  shares reacquired by the Company. 

 5. Eligibility. The Plan Administrators may grant Benefits to employees,
  officers, and directors of 

 1





the Company and its subsidiaries, as may be existing from time to time, and
  to other individuals who are not employees of the Company or its subsidiaries,
  including consultants and advisors, provided that such consultants and advisors
  render bona fide services to the Company or its subsidiaries and such services
  are not rendered in connection with the offer or sale of securities in a capital-raising
  transaction. In any case, the Plan Administrators shall determine, based on
  the foregoing limitations and the Company’s best interests, which employees,
  officers, directors, consultants and advisors are eligible to participate in
  this Plan. Benefits shall be in the amounts, and shall have the rights and be
  subject to the restrictions, as may be determined by the Plan Administrators,
  all as may be within the provisions of this Plan. 

	6. Term of Options issued as Benefits and
      Certain Limitations on Right to Exercise.
	 	 	 
	 	a.
   	Each option issued as a benefit hereunder (“Option”)
      shall have its term established by the Plan Administrators at the time the
      Option is granted.
  
	 	b.
   	The term of the Option, once it is granted, may be reduced
      only as provided for in this Plan and under the express written provisions
      of the Option.
  
	 	c.
   	Unless otherwise specifically provided by the written provisions
      of the Option or required by applicable disclosure or other legal requirements
      promulgated by the Securities and Exchange Commission (“Commission”),
      no participant of this Plan or his or her legal representative, legatee,
      or distributee will be, or shall be deemed to be, a holder of any shares
      subject to an Option unless and until such participant exercises his or
      her right to acquire all or a portion of the Stock subject to the Option
      and delivers the required consideration to the Company in accordance with
      the terms of this Plan and then only as to the number of shares of Stock
      acquired. Except as specifically provided in this Plan or as otherwise specifically
      provided by the written provisions of the Option, no adjustment to the exercise
      price or the number of shares of Stock subject to the Option shall be made
      for dividends or other rights for which the record date is prior to the
      date on which the Stock subject to the Option is acquired by the holder.

        


	 	d.
   	Options shall vest and become exercisable at such time or
      times and on such terms as the Plan Administrators may determine at the
      time of the grant of the Option.
  
	 	e.
   	Options may contain such other provisions, including further
      lawful restrictions on the vesting and exercise of the Options as the Plan
      Administrators may deem advisable.
  
	 	f.
   	In no event may an Option be exercised after the expiration
      of its term.
  
	 	g.
   	Options shall be non-transferable, except by the laws of
      descent and distribution.
  
	7. Exercise Price. The Plan Administrators
      shall establish the exercise price payable to the Company for shares to
      be obtained pursuant to Options which exercise price may be amended from
      time to time, as the Plan Administrators shall determine.
   
	8. Payment of Exercise Price. The
      exercise of any Option shall be contingent on receipt by the Company of
      the exercise price paid in either cash, certified or personal check payable
      to the Company.
   
	9.  Withholding. If the grant
      of a Benefit hereunder, or exercise of an Option given as a benefit is subject
      to withholding or other trust fund payment requirements of the Internal
      Revenue Code of 1986, as amended (the “Code”), or applicable state
      or local laws, the Company will initially pay the optionee’s liability
      and will be reimbursed by optionee no later than six months after such liability
      arises. Optionee hereby agrees to such reimbursement terms.
  
	10. Dilution or Other Adjustment.
      The shares of Stock subject to this Plan and the exercise price of


 2





outstanding Options are subject to proportionate adjustment in the event of
  a stock dividend or a change in the number of issued and outstanding shares
  as a result of a stock split, consolidation, or other recapitalization. The
  Company, at its option, may adjust the Options, issue replacements, or declare
  Options void. 

 11. Benefits to Foreign Nationals. The Plan Administrators may, in
  order to fulfill the purpose of this Plan and without amending this Plan, grant
  benefits to foreign nationals or individuals residing in foreign countries that
  contain provisions, restrictions, and limitations different from those set forth
  in this Plan and the Benefits made to United States residents in order to recognize
  differences among the countries in law, tax policy, and custom. Such grants
  shall be made in an attempt to give such individuals essentially the same benefits
  as contemplated by a grant to United States residents under the terms of this
  Plan. 

 12. Listing and Registration of Shares. Each Option shall be subject
  to the requirement that if at any time the Plan Administrators shall determine,
  in their sole discretion, that it is necessary or desirable to list, register,
  or qualify the shares covered thereby on any securities exchange or under any
  state or federal law, or obtain the consent or approval of any governmental
  agency or regulatory body as a condition of, or in connection with, the granting
  of such Option or the issuance or purchase of shares thereunder, such Option
  may not be exercised in whole or in part unless and until such listing, registration,
  consent, or approval shall have been effected or obtained free of any conditions
  not acceptable to the Plan Administrators. 

 13. Expiration and Termination of this Plan. This Plan may be abandoned
  or terminated at any time by the Plan Administrators except with respect to
  any Options then outstanding under this Plan. This Plan shall otherwise terminate
  on the earlier of the date that is five years from the date first appearing
  in this Plan or the date on which the two million four hundred thousandth share
  is issued hereunder. 

 14. Amendment of this Plan. This Plan may not be amended more than
  once during any six month period, other than to comport with changes in the
  Code or the Employee Retirement Income Security Act or the rules and regulations
  promulgated thereunder. The Plan Administrators may modify and amend this Plan
  in any respect; provided, however, that to the extent such amendment or modification
  would cause this Plan to no longer comply with the applicable provisions of
  the Code governing incentive stock benefits as they may be amended from time
  to time, such amendment or modification shall also be approved by the shareholders
  of the Company. 

 ATTEST: 

 /s/ Ken Fielding 

  Ken Fielding, Chief Executive Officer 

 3