Exhibit 4.1
                               UNITED TRADING.COM
       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
                                 YEAR 2002 NO. 3


1.     Introduction.  This  Plan  shall  be  known  as  the  "United Trading.Com
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Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2002 No.
3"  is  hereinafter  referred to as the "Plan." The purposes of this Plan are to
enable  United Trading.Com, a Nevada corporation (the "Company"), to promote the
interests  of  the  Company  and  its  stockholders  by attracting and retaining
non-employee  Directors and Consultants capable of furthering the future success
of  the Company and by aligning their economic interests more closely with those
of  the  Company's stockholders, by paying their retainer or fees in the form of
shares  of  the  Company's common stock, par value $0.001 per share (the "Common
Stock").

2.    Definitions.  The following terms shall have the meanings set forth below:
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     "Board"  means  the  Board  of  Directors  of  the  Company.

     "Change  of  Control"  has the meaning set forth in Paragraph 12(d) hereof.
"Code"  means  the  Internal Revenue Code of 1986, as amended, and the rules and
regulations  thereunder.  References  to  any  provision  of the Code or rule or
regulation  thereunder  shall  be  deemed  to  include  any amended or successor
provision,  rule  or  regulation.

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.
"Common  Stock"  has  the  meaning  set  forth  in  Paragraph  1  hereof.

"Company"  has  the  meaning  set  forth  in  Paragraph  1  hereof.

"Deferral  Election"  has  the  meaning  set  forth  in  Paragraph  6  hereof.

"Deferred  Stock  Account" means a bookkeeping account maintained by the Company
for a Participant representing the Participant's interest in the shares credited
to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7  hereof.

"Delivery  Date"  has  the  meaning  set  forth  in  Paragraph  6  hereof.

"Director"  means an individual who is a member of the Board of Directors of the
Company.

"Dividend  Equivalent" for a given dividend or other distribution means a number
of  shares of the Common Stock having a Fair Market Value, as of the record date
for  such  dividend  or distribution, equal to the amount of cash, plus the Fair
Market  Value  on  the date of distribution of any property, that is distributed
with  respect  to  one  share  of  the Common Stock pursuant to such dividend or
distribution;  such  Fair Market Value to be determined by the Committee in good
faith.

"Effective  Date"  has  the  meaning  set  forth  in  Paragraph  3  hereof.

"Exchange  Act"  has  the  meaning  set  forth  in  Paragraph  13(b)  hereof.

"Fair Market Value" means the mean between the highest and lowest reported sales
prices  of the Common Stock on the New York Stock Exchange Composite Tape or, if
not  listed on such exchange, on any other national securities exchange on which
the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so listed
on  any  other national securities exchange or The Nasdaq Stock Market, then the
average  of  the bid price of the Common Stock during the last five trading days
on  the  OTC  Bulletin Board immediately preceding the last trading day prior to
the  date  with  respect to which the Fair Market Value is to be determined.  If
the  Common Stock is not then publicly traded, then the Fair Market Value of the
Common  Stock  shall be the book value of the Company per share as determined on
the  last  day of March, June, September, or December in any year closest to the
date  when the determination is to be made.  For the purpose of determining book
value  hereunder,  book value shall be determined by adding as of the applicable
date  called  for  herein  the  capital,  surplus,  and undivided profits of the
Company, and after having deducted any reserves theretofore established; the sum
of  these  items  shall  be  divided by the number of shares of the Common Stock
outstanding  as of said date, and the quotient thus obtained shall represent the
book  value  of  each  share  of  the  Common  Stock  of  the  Company.

     "Participant"  has  the  meaning  set  forth  in  Paragraph  4  hereof.

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).

     "Stock  Retainer"  has  the  meaning  set  forth  in  Paragraph  5  hereof.

     "Third  Anniversary"  has  the  meaning  set  forth  in Paragraph 6 hereof.

3.     Effective  Date of the Plan. This Plan was adopted by the Board effective
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December  16,  2002  (the  "Effective  Date").

4.     Eligibility.  Each  individual  who  is  a  Director or Consultant on the
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Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the
"Participant")  in this Plan, in each case during such period as such individual
-  remains a Director or Consultant and is not an employee of the Company or any
of  its subsidiaries. Each credit of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

5.     Grants  of  Shares.  Commencing  on  the  Effective  Date,  the amount of
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compensation  for service to directors or consultants shall be payable in shares
of  the  Common Stock (the "Stock Retainer") pursuant to this Plan at the deemed
issuance  price  of  not less than $0.001  per  Share.

6.    Deferral Option. From and after the Effective Date, a Participant may make
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an  election (a "Deferral Election") on an annual basis to defer delivery of the
Stock  Retainer specifying which one of the following ways the Stock Retainer is
to  be  delivered  (a) on the date which is three years after the Effective Date
for  which  it was originally payable (the "Third Anniversary"), (b) on the date
upon  which the Participant ceases to be a Director or Consultant for any reason
(the  "Departure  Date")  or (c) in five equal annual installments commencing on
the  Departure  Date  (the  "Third  Anniversary" and "Departure Date" each being
referred to herein as a "Delivery Date"). Such Deferral Election shall remain in
effect  for  each  Subsequent  Year  unless changed, provided that, any Deferral
Election  with  respect  to  a  particular Year may not be changed less than six
months  prior to the beginning of such Year, and provided, further, that no more
than  one  Deferral  Election  or  change  thereof  may be made in any Year. Any
Deferral  Election  and  any  change  or  revocation  thereof  shall  be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.

7.     Deferred  Stock  Accounts.  The  Company  shall maintain a Deferred Stock
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Account  for  each  Participant  who makes a Deferral Election to which shall be
credited,  as of the applicable Payment Time, the number of shares of the Common
Stock  payable  pursuant  to  the  Stock Retainer to which the Deferral Election
relates.  So  long  as  any amounts in such Deferred Stock Account have not been
delivered  to  the  Participant  under  Paragraph  8 hereof, each Deferred Stock
Account  shall be credited as of the payment date for any dividend paid or other
distribution  made  with respect to the Common Stock, with a number of shares of
the  Common Stock equal to (a) the number of shares of the Common Stock shown in
such Deferred Stock Account on the record date for such dividend or distribution
     multiplied  by  (b)  the  Dividend  Equivalent  for  such  dividend  or
distribution.

8.     Delivery  of  Shares.
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          (a)     The  shares  of  the  Common Stock in a Participant's Deferred
Stock  Account  with respect to any Stock Retainer for which a Deferral Election
has  been  made (together with dividends attributable to such shares credited to
such  Deferred  Stock  Account)  shall  be  delivered  in  accordance  with this
Paragraph  8  as soon as practicable after the applicable Delivery Date.  Except
with  respect to a Deferral Election pursuant to Paragraph 6(c) hereof, or other
agreement  between  the  parties,  such  shares  shall be delivered at one time;
provided that, if the number of shares so delivered includes a fractional share,
such  number  shall  be  rounded  to  the nearest whole number of shares. If the
Participant has in effect a Deferral Election pursuant to Paragraph 6(c) hereof,
then  such shares shall be delivered in five equal annual installments (together
with  dividends  attributable  to  such  shares  credited to such Deferred Stock
Account),  with  the  first  such  installment  being  delivered  on  the  first
anniversary  of  the  Delivery Date; provided that, if in order to equalize such
installments,  fractional  shares  would have to be delivered, such installments
shall  be  adjusted  by rounding to the nearest whole share.  If any such shares
are  to  be  delivered  after  the  Participant  has  died  or  become  legally
incompetent,  they  shall  be  delivered  to  the  Participant's estate or legal
guardian,  as  the case may be, in accordance with the foregoing; provided that,
if  the  Participant  dies  with  a Deferral Election pursuant to Paragraph 6(c)
hereof  in  effect, the Committee shall deliver all remaining undelivered shares
to  the  Participant's  estate immediately.  References to a Participant in this
Plan  shall  be  deemed  to refer to the Participant's estate or legal guardian,
where  appropriate.

     (b)     The  Company  may,  but  shall not be required to, create a grantor
trust  or  utilize an existing grantor trust (in either case, "Trust") to assist
it  in  accumulating  the  shares  of  the  Common  Stock  needed to fulfill its
obligations  under  this  Paragraph  8.  However,  Participants  shall  have  no
beneficial  or  other  interest  in  the Trust and the assets thereof, and their
rights  under this Plan shall be as general creditors of the Company, unaffected
by  the  existence or nonexistence of the Trust, except that deliveries of Stock
Retainers  to  Participants  from  the  Trust  shall,  to the extent thereof, be
treated  as  satisfying  the  Company's  obligations  under  this  Paragraph  8.

9.     Share  Certificates; Voting and Other Rights. The certificates for shares
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delivered  to a Participant pursuant to Paragraph 8 above shall be issued in the
name  of  the  Participant,  and  from  and  after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other
distributions  paid  or  made  with  respect  thereto.

10.     General  Restrictions.
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          (a)     Notwithstanding any other provision of this Plan or agreements
made pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of the Common Stock under this Plan prior
to  fulfillment  of  all  of  the  following  conditions:

                (i)  Listing  or  approval  for  listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities  exchange  as  may  at  the  time  be  a market for the Common Stock;
                (ii)  Any  registration  or  other  qualification of such shares
under  any  state  or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, upon the
advice  of  counsel,  deem  necessary  or  advisable;  and

                (iii)  Obtaining any other consent, approval, or permit from any
state  or federal governmental agency which the Committee shall, after receiving
the  advice  of  counsel,  determine  to  be  necessary  or  advisable.

           (b)  Nothing  contained  in  this Plan shall prevent the Company from
adopting  other  or  additional  compensation arrangements for the Participants.

11.     Shares  Available.  Subject to Paragraph 12 below, the maximum number of
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shares of the Common Stock which may in the aggregate be paid as Stock Retainers
pursuant  to  this Plan is 20,000,000. Shares of the Common Stock issuable under
this  Plan  may be taken from treasury shares of the Company or purchased on the
open  market.

12.     Adjustments;  Change  of  Control.
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          (a)     In the event that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred  Stock Accounts shall be credited with the amount and kind of
shares  or  other  property  which  would  have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  likewise  be  appropriately  adjusted  to  reflect  the
effectiveness  of  any  such  Transaction,  and  (iii)  the  Committee  shall
appropriately  adjust  any  other  relevant provisions of this Plan and any such
modification  by  the  Committee shall be binding and conclusive on all persons.

          (b)     If  the  shares  of  the Common Stock credited to the Deferred
Stock  Accounts  are  converted pursuant to Paragraph 12(a) into another form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.

           (c) In lieu of the adjustment contemplated by Paragraph 12(a), in the
event  of  a  Change  of  Control,  the following shall occur on the date of the
Change  of Control (i) the shares of the Common Stock held in each Participant's
Deferred  Stock  Account  shall be deemed to be issued and outstanding as of the
Change  of Control; (ii) the Company shall forthwith deliver to each Participant
who  has  a  Deferred Stock Account all of the shares of the Common Stock or any
other property held in such Participant's Deferred Stock Account; and (iii) this
Plan  shall  be  terminated.

           (d)  For  purposes  of this Plan, Change of Control shall mean any of
the  following  events:

                (i)  The  acquisition by any individual, entity or group (within
the  meaning  of  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act")) (a "Person") of beneficial ownership
(within  the  meaning  of  Rule  13d-3 promulgated under the Exchange Act) of 20
percent or more of either (1) the then outstanding shares of the Common Stock of
the Company (the "Outstanding Company Common Stock"), or (2) the combined voting
power  of  then  outstanding  voting  securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  provided,  however,  that  the  following  acquisitions shall not
constitute  a  Change  of  Control (A) any acquisition directly from the Company
(excluding  an  acquisition  by virtue of the exercise of a conversion privilege
unless  the  security  being  so converted was itself acquired directly from the
Company),  (B)  any  acquisition  by  the  Company,  (C)  any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  controlled  by  the  Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such  reorganization,  merger  or  consolidation,  the  conditions  described in
clauses  (A),  (B)  and  (C)  of  paragraph  (iii)  of  this Paragraph 12(d) are
satisfied;  or

                (ii)  Individuals  who,  as  of  the date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of  proxies  or  consents  by  or on behalf of a Person other than the Board; or

                (iii)  Approval  by  the  stockholders  of  the  Company  of  a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless,
following  such  reorganization, merger, binding share exchange or consolidation
(1)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (2) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (3) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or
consolidation;  or

                (iv)  Approval  by  the  stockholders  of  the  Company of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent  or  more  of,  respectively, then outstanding shares of common stock of
such  corporation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors,  and (3) at least a majority of the members of the board of directors
of  such  corporation  were  members  of  the Incumbent Board at the time of the
execution  of  the  initial agreement or action of the Board pro viding for such
sale  or  other  disposition  of  assets  of  the  Company.

13.     Administration;  Amendment  and  Termination.
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          (a)     This  Plan  shall be administered by a committee consisting of
two  members  who  shall  be  the  current  directors  of  the Company or senior
executive  officers  or  other  directors  who  are  not  Participants as may be
designated  by  the  Chief Executive Officer (the "Committee"), which shall have
full  authority  to  construe  and  interpret this Plan, to establish, amend and
rescind  rules  and  regulations  relating  to  this  Plan, and to take all such
actions  and make all such determinations in connection with this Plan as it may
deem  necessary  or  desirable.

          (b)     The  Board  may from time to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.

14     Miscellaneous.
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          (a)     Nothing  in this Plan shall be deemed to create any obligation
on  the  part  of  the  Board  to  nominate  any  Director for reelection by the
Company's  stockholders or to limit the rights of the stockholders to remove any
Director.
          (b)     The  Company  shall  have  the  right to require, prior to the
issuance  or  delivery  of any shares of the Common Stock pursuant to this Plan,
that  a  Participant  make  arrangements  satisfactory  to the Committee for the
withholding  of  any  taxes  required  by law to be withheld with respect to the
issuance  or  delivery  of  such  shares,  including, without limitation, by the
withholding  of  shares  that  would  otherwise  be  so  issued or delivered, by
withholding  from any other payment due to the Participant, or by a cash payment
to  the  Company  by  the  Participant.

15.     Governing Law.  The  Plan  and  all  actions  taken  thereunder shall be
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governed  by  and  construed in accordance with the laws of the State of Nevada.

IN  WITNESS  WHEREOF,  this  Plan has been executed effective as of December 16,
2002.

UNITED  TRADING.COM



By  /s/  James  G.  Brewer
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    James  G.  Brewer,  President