Unassociated Document


    Exhibit
      4.1

    
MAZAL
      PLANT PHARMACEUTICALS INC

    2005
      STOCK COMPENSATION PLAN

    


    


    SECTION
      1. Purpose. 

    


    The
      purposes of this Mazal Plant Pharmaceuticals Inc 2005 Stock Compensation Plan
      (the "Plan") are to encourage selected employees, officers, directors and
      consultants of, and other individuals providing services to, Mazal Plant
      Pharmaceuticals Inc (together with any successor thereto, the "Company") and
      its
      Affiliates (as defined below) to acquire a proprietary interest in the growth
      and performance of the Company, to generate an increased incentive to contribute
      to the Company's future success and prosperity thus enhancing the value of
      the
      Company for the benefit of its stockholders, and to enhance the ability of
      the
      Company and its Affiliates to attract and retain exceptionally qualified
      individuals upon whom, in large measure, the sustained progress, growth and
      profitability of the Company depend.

    


    SECTION
      2. Definitions.
      

     

    As
      used
      in the Plan, the following
      terms shall have the meanings set forth below:

    


    "Affiliate"
      shall mean (i) any entity that, directly or through one or more intermediaries,
      is controlled by the Company and (ii) any entity in which the Company has a
      significant equity interest, as determined by the Board.

    


    "Award"
      shall mean any Restricted Security granted under the Plan.

    


    "Award
      Agreement" shall mean any written agreement, contract or other instrument or
      document evidencing any Award granted under the Plan.

    


    "Board"
      shall mean the Board of Directors of the Company.

    


    "Cause",
      as used in connection with the termination of a Participant's employment or
      a
      Participant's consulting relationship, as the case may be, shall mean (i) with
      respect to any Participant employed under a written employment agreement or
      otherwise providing services to the Company pursuant to a written agreement
      with
      the Company or an Affiliate of the Company which agreement includes a definition
      of "cause," "cause" as defined in such agreement or, if such agreement contains
      no such definition, a material breach by the Participant of such agreement,
      or
      (ii) with respect to any other Participant, the failure to perform adequately
      in
      carrying out such Participant's employment or consulting responsibilities,
      as
      the case may be, including any directives from the Board, or engaging in such
      behavior in his personal or business life as to lead the Board in its reasonable
      judgment to determine that it is in the best interests of the Company to
      terminate his employment or consulting relationship, as the case may
      be.

    


    
      
        
        

      

      
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    "Common
      Stock" shall mean the common stock of the Company.

    


    "Code"
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      and
      the regulations promulgated thereunder.

    


    "Common
      Shares" shall mean any or all, as applicable, of the Common Stock and such
      other
      securities or property as may become the subject of Awards, or become subject
      to
      Awards, pursuant to an adjustment made under Section 4(b) of the Plan and any
      other securities of the Company or any Affiliate or any successor
      that

    may
      be so
      designated by the Board.

    


    "Employee"
      shall mean any employee of the Company or of any Affiliate.

    


    "Exchange
      Act" shall mean the Securities Exchange Act of 1934, as amended.

    


    "Fair
      Market Value" shall mean (A) with respect to any property other than the Common
      Shares, the fair market value of such property determined by such methods or
      procedures as shall be established from time to time by the Board; and (B)
      with
      respect to the Common Shares, the last sale price regular way on the date of
      reference, or, in case no sale takes place on such date, the average of the
      high
      bid and low asked prices, in either case on the principal national securities
      exchange on which the Common Shares are listed or admitted to trading, or if
      the
      Common Shares are not listed or admitted to trading on any national securities
      exchange, the last sale price reported on the National Market
      System of the National Association of Securities Dealers Automated Quotation
      System ("NASDAQ") on such date, or the last sale price in the over-the-counter
      market reported on the NASD OTC Bulletin Board on such date, whichever is
      applicable, or if there are no such prices reported on the NASD OTC Bulletin
      Board on such date, as furnished to the Board by any New York Stock Exchange
      member selected from time to time by the Board for such purpose. If there is
      no
      bid or asked price reported on any such date, the Fair Market Value shall be
      determined by the Board in accordance with the regulations promulgated under
      Section 2031 of the Code, or by any other appropriate method selected by the
      Board.

    


    "Good
      Reason", as used in connection with the termination of a Participant's
employment
      or consulting relationship, as the case may be, shall mean (i) with respect
      to
      any Participant employed under a written employment agreement or otherwise
      providing services to the Company pursuant to a written agreement with the
      Company or an Affiliate of the Company, "good reason" as defined in such written
      agreement or, if such agreement contains no such definition, a material breach
      by the Company of such agreement, or (ii) with respect to any other Participant,
      a failure by the Company to pay such Participant any amount otherwise vested
      and
      due and a continuation of such failure for 30 business days following notice
      to
      the Company thereof.

    


    
      
        
        

      

      
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    "Participant"
      shall mean any individual granted an Award under the Plan.

     

    “Person"
      shall mean any individual, corporation, partnership, association, joint-stock
      company, trust, unincorporated organization, or government or political
      subdivision thereof.

    


    "Released
      Securities" shall mean securities that were Restricted Securities but with
      respect to which all applicable restrictions have expired, lapsed or been waived
      in accordance with the terms of the Plan or the applicable Award
      Agreement.

    


    "Restricted
      Securities" shall mean any Common Shares granted under Section 6(a) of the
      Plan,
      any right granted under Section 6(a) of the Plan that is denominated in Common
      Shares or any other Award under which issued and outstanding Common Shares
      are
      held subject to certain restrictions.

    


    "Rule
      16a-1" and "Rule 16b-3" shall mean, respectively, Rule 16a-1 and Rule 16b-3
      promulgated by the Securities and Exchange Commission under the Exchange Act,
      or
      any successor rule or regulation thereto as in effect from time to
      time.

     

    "Securities
      Act" shall mean the Securities Act of 1933, as amended.

    


    SECTION
      3. Administration. 

    


    The
      Plan
      shall be administered by the Board. Subject to the terms of the Plan and
      applicable law, and in addition to other express powers and authorizations
      conferred on the Board by the Plan, the Board shall have full power and
      authority to: (i) designate Participants; (ii) determine the type or types
      of
      Awards to be granted to an eligible Employee or other individual under the
      Plan;
      (iii) determine the number of Common Shares to be covered by Awards; (iv)
      determine the terms and conditions of any Award; (v) determine whether, to
      what
      extent, and under what circumstances Awards may be settled or exercised, or
      canceled, forfeited or suspended, and the method or methods by which Awards
      may
      be settled, exercised, canceled, forfeited or suspended; (vi) determine
      requirements for the vesting of Awards or performance criteria to be achieved
      in
      order for Awards to vest; (vii) determine whether, to what extent and under
      what
      circumstances Common Shares payable with respect to an Award under the Plan
      shall be deferred either automatically or at the election of the holder thereof
      or of the Board; (viii) interpret and administer the Plan and any instrument
      or
      agreement relating to, or Award made under, the Plan; (ix) establish, amend,
      suspend or waive such rules and regulations and appoint such agents as it shall
      deem appropriate for the proper administration of the Plan; and (x) make any
      other determination and take any other action that the Board deems necessary
      or
      desirable for the administration of the Plan. Unless otherwise expressly
      provided in the Plan, all designations, determinations, interpretations and
      other decisions under or with respect to the Plan or any Award shall be within
      the sole discretion of the Board, may be made at any time and shall be final,
      conclusive and binding upon all Persons, including the Company, any Affiliate,
      any Participant, any holder or beneficiary of any Award, any stockholder and
      any
      Employee. No Awards under this Plan shall be granted after December 31,
      2015.

    


    
      
        
        

      

      
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    SECTION
      4. Common Shares Available for Awards.

    


    (a)
      Common Shares Available. Subject to adjustment as provided in Section
      4(b):

    


    (i)
      Calculation of Number of Common Shares Available. The number of Common Shares
      available for granting Awards under the Plan shall be 1,000,000 (One Million),
      any or all of which may be or may be based on Common Stock, any other security
      which becomes the subject of Awards, or any combination thereof. Initially
      1,000,000 (One Million) shares of Common Stock shall be reserved for Awards
      hereunder. Further, if, after the effective date of the Plan, any Common Shares
      covered by an Award granted under the Plan or to which such an
      Award

    relates,
      are forfeited, or if an Award otherwise terminates or is canceled without the
      delivery of Common Shares, then the Common Shares covered by such Award or
      to
      which such Award relates, or the number of Common Shares otherwise counted
      against the aggregate number of Common Shares available under the Plan with
      respect to such Award, to the extent of any such forfeiture, termination or
      cancellation, shall again be, or shall become, available for granting Awards
      under the Plan.

    


    (ii)
      Sources of Common Shares Deliverable Under Awards. Any Common Shares delivered
      pursuant to an Award may consist, in whole or in part, of authorized and
      unissued Common Shares or of treasury Common Shares.

     

    (b)
      Adjustments. In the event that the Board shall determine that any dividend
      or
      other distribution (whether in the form of cash, Common Shares, other securities
      or other property), recapitalization, stock split, reverse stock split,
      reorganization, merger, consolidation, split-up, spin-off, combination,
      repurchase or exchange of Common Shares or other securities of the Company,
      issuance of warrants or other rights to purchase Common Shares or other
      securities of the Company, or other similar corporate transaction or event
      affects the Common Shares such that an adjustment is determined by the Board
      to
      be appropriate in order to prevent dilution or enlargement of the benefits
      or
potential
      benefits intended to be made available under the Plan, then the Board shall,
      in
      such manner as it may deem equitable, adjust any or all of (i) the number and
      kind of Common Shares (or other securities or property) which thereafter may
      be
      made the subject of Awards, (ii) the number and kind of Common Shares (or other
      securities or property) subject to outstanding Awards, and (iii) the grant
      or
      exercise price with respect to any Award or, if deemed appropriate, make
      provision for a cash payment to the holder of an outstanding Award; provided,
      however, that the number of Common Shares subject to any Award denominated
      in
      Common Shares shall always be a whole number.


     

    
      
        
        

      

      
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    SECTION
      5. Eligibility. 

    


    Any
      Employee, including any officer or employee-director of the Company or of any
      Affiliate, and any consultant of, or other individual providing services to,
      the
      Company or any Affiliate shall be eligible to be designated a
      Participant.


    


    SECTION
      6. Awards.

    


    (a)
      Restricted Securities.

    


    (i)
      Issuance. The Board is hereby authorized to grant to eligible Employees
      "Restricted Securities" which shall consist of the right to receive, by purchase
      or otherwise, Common Shares which are subject to such restrictions as the Board
      may impose (including, without limitation, any limitation on the right to vote
      such Common Shares or the right to receive any dividend or other right or
      property), which restrictions may lapse separately or in combination at such
      time or times, in such installments or otherwise, as the Board may deem
      appropriate.

    


    (ii)
      Registration. Restricted Securities granted under the Plan may be evidenced
      in
      such manner as the Board may deem appropriate, including, without limitation,
      book-entry registration or issuance of a stock certificates or certificates.
      In
      the event any stock certificate is issued respect of Restricted Securities
      granted under the Plan, such certificate shall be registered in the name of
      the
      Participant and shall bear an appropriate legend referring to the terms,
      conditions and restrictions applicable to such Restricted
      Securities.

    


    (iii)
      Forfeiture. Except as otherwise determined by the Board, upon termination of
      a
      Participant's employment or a Participant's consulting relationship, as the
      case
      may be, for any reason during the applicable restriction period, all of such
      Participant's Restricted Securities which had not become Released Securities
      by
      the date of termination of employment or consulting relationship shall be
      forfeited and reacquired by the Company; provided, however, that the Board
      may,
      when it finds that a waiver would be in the best interests of the Company,
      waive
      in whole or in part any or all remaining restrictions with respect to such
      Participant's Restricted Securities. Unrestricted Common Shares, evidenced
      in
      such manner as the Board shall deem appropriate, shall be issued to the holder
      of Restricted Securities promptly after such Restricted Securities become
      Released Securities.

    


    (b)
      General.

    


    (i)
      Limits on Transfer of Awards.

    


    (A)
      No
      Award (other than Released Securities), and no right under any such Award,
      may
      be assigned, alienated, pledged attached, sold or otherwise transferred or
      encumbered by a Participant otherwise than by will or by the laws of descent
      and
      distribution (or, in the case of Restricted Securities, to the Company) and
      any
      such purported assignment, alienation, pledge, attachment, sale or other
      transfer or encumbrance shall be void and unenforceable against the Company
      or
      any Affiliate.

    


    
      
        
        

      

      
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    (B)
      Each
      Award, and each right under any Award, shall be exercisable, during the
      Participant's lifetime only by the Participant or if permissible under
      applicable law, by the Participant's guardian or legal
      representative.

    


    (ii)
      Terms of Awards. The term of each Award shall be for such period as may be
      determined by the Board.

    


    (iii)
      Rule 16b-3 Six-Month Limitations. To the extent required in order to maintain
      the exemption provided under Rule 16b-3 only, any equity security offered
      pursuant to the Plan must be held for at least six months after the date of
      grant, and with respect to any derivative security issued pursuant to the Plan,
      at least six months must elapse from the date of acquisition of such derivative
      security to the date of disposition of the derivative security (other than
      upon
      exercise or conversion) or its underlying equity security. Terms used in the
      preceding sentence shall, for the purposes of such sentence only, have the
      meanings, if any, assigned or attributed to them under Rule 16a-1 and Rule
      16b-3.

    


    (iv)
      Common Share Certificates. All certificates for Common Shares delivered under
      the Plan pursuant to any Award or the exercise thereof shall be subject to
      such
      stop transfer orders and other restrictions as the Board may deem advisable
      under the Plan or the rules, regulations, and other requirements of the
      Securities and Exchange Commission, any stock exchange upon which such Shares
      are then listed, and any applicable Federal or state securities laws, and the
      Board may cause a legend or legends to be put on any such certificates to make
      appropriate reference to such restrictions.

    


    (v)
      Delivery of Common Shares or Other Securities and Payment by Participant of
      Consideration. No Common Shares or other securities shall be delivered pursuant
      to any Award until payment in full of any amount required to be paid pursuant
      to
      the Plan or the applicable Award Agreement is received by the Company. Such
      payment may be made by such method or methods and in such form or forms as
      the
      Board shall determine, including, without limitation, cash, Common Shares,
      other
      securities, other Awards or other property, or any combination thereof; provided
      that the combined value, as determined by the Board, of all cash and cash
      equivalents and the
      Fair
      Market Value of any such Common Shares or other property so tendered to the
      Company, as of the date of such tender, is at least equal to the full amount
      required to be paid pursuant to the Plan or the applicable Award Agreement
      to
      the Company.

    


    
      
        
        

      

      
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    SECTION
      7. Amendments. 

    


    Except
      to
      the extent prohibited by applicable law:

    


    (a)
      Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or
      terminate the Plan without the consent of any stockholder, Participant, other
      holder or beneficiary of an Award, or other Person; provided, however, that
      any
      amendment, alteration, suspension, discontinuation, or termination that would
      impair the rights of any Participant, or any other holder or beneficiary of
      any
      Award theretofore granted, shall not to that extent be effective without the
      consent of such Participant, other holder or beneficiary of an Award, as the
      case may be.

    


    (b)
      Amendments to Awards. The Board may amend any terms of, or alter, suspend,
      discontinue, cancel or terminate, any Award theretofore granted, prospectively
      or retroactively; provided, however, that any amendment, alteration, suspension,
      discontinuation, cancellation or termination that would impair the rights of
      any
      Participant or holder or beneficiary of any Award theretofore granted, shall
      not
      to that extent be effective without the consent of such Participant or holder
      or
      beneficiary of an Award, as the case may be.

    


    SECTION
      8. General Provisions.

    


    (a)
      No
      Right to Awards. No Employee or other Person shall have any claim to be
granted
      any Award under the Plan, and there is no obligation for uniformity of treatment
      of Employees, or holders or beneficiaries of Awards under the Plan. The terms
      and conditions of Awards need not be the same with respect to each
      recipient.

    


    (b)
      Correction of Defects, Omissions, and Inconsistencies. The Board may correct
      any
      defect, supply any omission, or reconcile any inconsistency in the Plan or
      any
      Award in the manner and to the extent it shall deem desirable to carry the
      Plan
      into effect.

    


    (c)
      Withholding. The Company or any Affiliate shall be authorized to withhold from
      any Award granted, from any payment due or transfer made under any Award or
      under the Plan or from any compensation or other amount owing to a Participant
      the amount (in cash, Common Shares, other securities, other Awards, or other
      property) of withholding taxes due in respect of an Award, its exercise, or
      any
      payment or transfer under such Award or under the Plan and to take such other
      action as may be necessary in the opinion of the Company or Affiliate to satisfy
      all obligations for the payment of such taxes.

    


    (d)
      No
      Right to Employment. The grant of an Award shall not be construed as giving
      a
      Participant the right to be retained in the employ of the Company or any
      Affiliate. Further, the Company or an Affiliate may at any time dismiss a
      Participant from employment, free from any liability, or any claim under the
      Plan, unless otherwise expressly provided in the Plan or in any Award
      Agreement.

    


    
      
        
        

      

      
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    (e)
      Governing Law. The validity, construction, and effect of the Plan and any rules
      and regulations relating to the Plan shall be determined in accordance with
      the
      laws of the State of Nevada and applicable Federal law.

    


    (f)
      Severability. If any provision of the Plan or any Award is or becomes or is
      deemed to be invalid, illegal or unenforceable in any jurisdiction or as to
      any
      Person or Award under any law deemed applicable by the Board, such provision
      shall be construed or deemed amended to conform to applicable laws, or if it
      cannot be construed or deemed amended without, in the determination of the
      Board, materially altering the intent of the Plan or the Award, such provision
      shall be stricken as to such jurisdiction, Person or Award and the remainder
      of
      the Plan and any such Award shall remain in full force and effect.

    


    (g)
      No
      Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed
      to create a trust or separate fund of any kind or a fiduciary relationship
      between the Company or any Affiliate and a Participant or any other Person.
      To
      the extent that any Person acquires a right to receive payments from the Company
      or any Affiliate pursuant to an Award, such right shall be no greater than
      the
      right of any unsecured general creditor of the Company or any
      Affiliate.

    


    (h)
      No
      Fractional Common Shares. No fractional Common Shares shall be issued or
      delivered pursuant to the Plan or any Award, and the Board shall determine
      whether cash, other securities, or other property shall be paid or transferred
      in lieu of any fractional Common Shares or whether such fractional Common Shares
      or any rights thereto shall be canceled, terminated, or otherwise
      eliminated.

    


    (i)
      Headings. Headings are given to the Sections and subsections of the Plan solely
      as a convenience to facilitate reference. Such headings shall not be deemed
      in
      any way material or relevant to the construction or interpretation of the Plan
      or any provision thereof.

    


    SECTION
      9. Adoption, Approval and Effective Date of the Plan.

    


    The
      Plan
      was adopted by the Board effective November 9, 2005.

    


    
      
        
        

      

      
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