EX 4.1


    
Exhibit
      4.1

    


    STOCK
      FOR SERVICES COMPENSATION PLAN 2005

    


    Power-Save
      Energy Corp.

    a
      COLORADO corporation

    


    The
      Board of Directors
      of
Power-Save
      Energy Corp.
      hereby
      adopts the following plan for compensation of service providers with common
      stock in lieu of cash. This Plan is adopted as of this date of October 1,
      2005.

    


    1.
      Purposes of the Plan.
      This
      Corporation requires the services of its officers and consultants to assist
      in
      the transition from development stage to operational stage of its corporate
      business, and further in the early operational stage with a view to achieving
      profitability; however, this Corporation does not enjoy the ability to provide
      cash compensation for all of its needs. It may be necessary, appropriate and
      desirable, from time to time, to offer shares of common stock to officers and
      services providers, either initially, to secure necessary services, or later,
      to
      settle employee salaries, invoices and billings with stock in lieu of cash.
      It
      may be necessary, appropriate and desirable, from time to time, to offer shares
      of common stock to services providers, as incentives to provide
      services.

    


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

    


    (a)
      "The
      Act", and the "1933 Act", means the Securities Act of 1933.

    


    (b)
      "Administrator" means the Board of Directors, or any of its Committees as shall
      be designated by the Board to administer the Plan, in accordance with Section
      4
      of the Plan. 

    


    (c)
      "Applicable Laws" means the requirements relating to the administration of
      stock
      option plans under United States Federal and state corporate laws, Federal
      and
      state securities laws, the Internal Revenue Code or Rules of any stock exchange
      or quotation system on which the Common Stock of the issuer is listed or quoted
      and the applicable laws of any foreign country or jurisdiction where Options
      or
      Stock Purchase Rights are, or will be, granted under the Plan. 

    


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

    


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

    


    (f)
      "Common Stock" means the common stock of the Company. 

    


    (g)
      "Company" means Power-Save
      Energy Corp.
      a
      Colorado Corporation. 

    


    (h)
      "Consultant" means any person, including attorneys, who: (1) advise the issuer
      on business strategy; (2) arranges a bank credit for the issuer; (3) who is
      retained to perform management functions traditionally performed by an employee;
      (4) an attorney who serves as counsel to the issuer, unless the participation
      involves a securities offering as part of promotional scheme of the issuer’s
      securities; (5) assists the issuer in identifying acquisition targets; (6)
      assists the issuer in structuring mergers or other acquisitions in which
      securities are issued as consideration, unless the acquisition involves a
      promotional scheme of the issuer’s securities. 

    


    (i)
      "Director" means a member of the Board.

    


    (j)
      "Employee" means any person, including Officers and Directors, employed by
      the
      Company or any Parent or Subsidiary of the Company. A Service Provider shall
      not
      cease to be an Employee in the case of (i) any leave of absence approved by
      the
      Company or (ii) transfers between locations of the Company or between the
      Company, its Parent, any Subsidiary, or any successor. 

    


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


     

    
      
        
        

      

      
        EX
          - 1- 4.1

        
          

        

      

      
        
        

      

    

    
 

    (i)
      "Fair
      Market Value" means, as of any date, the value of Common Stock determined as
      follows: 

    


    (i)
      If
      the Common Stock is listed on any established stock exchange or a national
      market system, including without limitation the Nasdaq National Market or The
      Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
      be the closing sales price for such stock (or the closing bid, if no sales
      were
      reported) as quoted on such exchange or system for the last market trading
      day
      prior to the time of determination, as reported in The Wall Street Journal
      or
      such other source as the Administrator deems reliable; 

    


    (ii)
      If
      the Common Stock is regularly quoted by a recognized securities dealer but
      selling prices are not reported, the Fair Market Value of a Share of Common
      Stock shall be the mean between the high bid and low asked prices for the Common
      Stock on the last market trading day prior to the day of determination, as
      reported in The Wall Street Journal or such other source as the Administrator
      deems reliable; or 

    


    (iii)
      In
      the absence of an established market for the Common Stock, the Fair Market
      Value
      shall be determined in good faith by the Administrator.

    


    (j)
      "Issuer" means Power-Save
      Energy Corp.
      a
      Colorado Corporation.

    


    (l)
      "Reporting Company" means either one with a class of securities registered
      under
      Sections 12(b) or 12(g), and also includes a company which reports in accordance
      with Section 15(d) of the Securities Exchange Act of 1934, and further, in
      any
      case, that such company is current in its annual and quarterly filing
      requirements, and is not at such time subject to Comments by the Staff of the
      Commission with respect to any such filing, or to any Registration
      Statement.

    


    (m)
      "Non-Reporting Company" means one which is not a Reporting Company as defined
      hereinabove.

    


    (n)
      "Officer" means a person who is an officer of the Company within the meaning
      of
      Section 16 of the Exchange Act and the rules and regulations promulgated there
      under. 

    


    (o)
      "Parent" means a "parent corporation," whether now or hereafter existing, as
      defined in Section 424(e) of the Code. 

    


    (p)
      "Plan" means this Stock for Services Plan. 

    


    (q)
      "Restricted Stock" means shares of stock acquired pursuant to a Restricted
      Stock
      Agreement, voluntarily, or Restricted Securities as defined by Rule 144(a),
      Reg.
      230.144(a).

     

    (r)
      "Service Provider" means an Employee, Officer, Director or Consultant of the
      Issuer, its parent or subsidiary. 

    


    (s)
      "Share" means a share of the Common Stock.

    


    (t)
      "Subsidiary" means a "subsidiary corporation", whether now or hereafter
      existing, owned or controlled by issuer. defined in Section 424(f) of the Code.
      

    


    3.
      Stock Subject to the Plan. The
      stock
      subject to this Plan is Class A Common Stock.

    


    4.
      The Plan.
      Accordingly, the Administrator may recommend to the Board, and the Board may
      compensate actual Service Providers with stock, by agreement and in accordance
      with applicable law, in lieu of cash, and in accordance with the following
      provisions of this Plan, and all applicable law, and this Plan is adopted as
      corporate policy, until and unless amended or rescinded by the
      Board.

    


    
      	 	
              (a)
                Non-Reporting Issuer.
                If
                at the time of any proposed issuance pursuant to this Plan, Corporation
                be
                a non-reporting company, the Board of Directors shall offer shares
                only
                pursuant to Section 4(2) of the 1933 Act, as Restricted Securities
                and New
                Investment Shares, as defined by Rule 144(a). Offers or issuances
                pursuant
                to the exemption of Rule 701 (Reg.230.701)) are not within the scope
                of
                this Plan.

            


    

     

    
      
        
        

      

      
        EX
          - 2- 4.1

        
          

        

      

      
        
        

      

    

    
 

    (b)
      Reporting Issuer.
      If at
      the time of any proposed issuance pursuant to this Plan, this Corporation be
      a
      reporting company, the Administrator may elect to offer shares pursuant to
      Registration under the Securities Act of 1933, or pursuant to Section 4(2)
      of
      the 1933 Act, or other applicable exemption from registration, with such
      restriction on resale as required by applicable law or rule of the Commission,
      or such greater restriction as may be agreed to by the parties.

    


    
      	 	
              (c)
                1933 Act Registration.
                In
                the event that shares are offered or issued pursuant to 1933 Act
                Registration, using From S-8 (or its equivalent as the Commission
                may from
                time to time provide, all requirements for the use of such form and
                procedure shall be observed and complied with; principally, among
                others:
                (i) The Corporation shall be a reporting company; (ii) Shares shall
                be
                offered and/or issued only to natural persons; and (iii) Capital
                formation
                or fund raising activities shall not be included in the concept of
                actual
                services provided, within this
                Plan.

            


    

    


    
      	 	
              (d)
                Valuation of Shares.
                If
                a real and liquid market exists for the issuance of shares, on any
                public
                trading medium or exchange, the shares shall be valued in reasonable
                relation to the market price at which the shares could be sold. If
                no
                public market exists for the shares offered or issued, or if only
                a
                technical but inactive or illiquid market exits, the reasonable value
                of
                the shares shall be determined by actual commercial conditions for
                private
                transactions in shares that cannot be resold in brokerage
                transactions.

            


    

    


    
      	 	
              (e)
                Full Compliance.
                Nothing contained herein shall authorize, and notwithstanding anything
                contained herein shall be deemed to authorize, anything other than
                full
                compliance with all applicable laws and regulations, as in force
                and
                effect at the time of any offer or issuance of
                securities.

            


    

    


    
      	 	
              (f)
                Non-Qualified Plan.
                This Plan is not intended to qualify for any special tax treatment
                under
                the Code. Shares issued pursuant to this Plan shall be the equivalent
                of
                payment in cash for services, at their fair market
                value.

            


    

    


    
      	 	
              (g)
                Services Invoiced.
                Services to be compensated by issuance of stock shall be specifically
                invoice and proper records of such services maintained in the corporate
                records. Future services for stock may be compensated according to
                a
                written agreement. 

            


    

    


    
      	 	
              (h)
                Voluntary Restriction.
                In
                any case, whether the Issuer be reporting or non-reporting, shares
                may
                offered pursuant to Restrictive Stock Agreement. Such voluntary or
                agreed
                restrictions may be greater than those imposed by applicable
                law.

            


    

    


    4.
      Administration of the Plan. The
      Plan
      shall be administered by the Board or such Committee as the Board may constitute
      or designate for such purposes. The Plan may be administered by different
      Committees with respect to different groups of Service Providers; provided
      that
      no shares shall be issued pursuant to this plan, and no Registration of shares
      shall be made pursuant to this Plan, with the final or ultimate action and
      direction of the Board. 

    


    Execution.
      This
      Plan
      is now signed by all of the Directors of this Corporation, on behalf of the
      Corporation, attesting to the adoption of this Plan.

    


    Power-Save
      Energy Corp.

    Dated:
      October 1, 2005 

    /s/Michael
      Forster

    
      Michael
        Forster

      president/director

       

      
        
           

        

        
          EX
            - 3- 4.1