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                                                                    EXHIBIT 4.1

                          AMERICAN FIRE RETARDANT CORP.
       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
                                 YEAR 2003 NO. 1


        1.  Introduction.  This  Plan  shall  be  known  as the  "American  Fire
            -------------
Retardant Corp.  Non-Employee  Directors and Consultants Retainer Stock Plan for
the Year 2003 No. 1" is  hereinafter  referred to as the "Plan." The purposes of
this Plan are to enable American Fire Retardant Corp., 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:

        "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


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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 January 28, 2003 (the "Effective Date").

        4.  Eligibility.  Each individual who is a Director or Consultant on the
            ------------
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
           -----------------
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 $0.007 per Share.

        6. Deferral Option. From and after the Effective Date, a Participant may
           ----------------
make 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
           ------------------------
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


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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.
                -------------------

                (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 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.
                --------------------

                (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.

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                  (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 shares  of the  Common  Stock  which  may in the  aggregate  be paid as Stock
Retainers  pursuant  to this  Plan is  50,000,000.  Shares of the  Common  Stock
issueable  under this Plan may be taken from  treasury  shares of the Company or
purchased on the open market.

        12.     Adjustments; Change of Control.
                -------------------------------

                (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

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                        (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  providing  for such
sale or other disposition of assets of the Company.

        13.     Administration; Amendment and Termination.
                ------------------------------------------

                (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


                                       13
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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.
                --------------

                (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.

        14.1 Governing Law. The Plan and all actions taken  thereunder  shall be
             --------------
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 January
29, 2003.


                                                AMERICAN FIRE RETARDANT CORP.



                                                By  /s/ Stephen F. Owens
                                                   ----------------------------
                                                   Stephen F. Owens, President



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