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Exhibit 4.1

                          AMERICAN FIRE RETARDANT CORP.
       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
                                 YEAR 2002 NO. 4


1.       Introduction. This Plan shall be known as the "American Fire Retardant-
         ------------
Corp.  Non-Employee  Directors and Consultants  Retainer Stock Plan for the Year
2002 No. 4" 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.

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         "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
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effective December 16, 2002 (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
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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 $0.03 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.

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         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 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.

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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.
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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
shares of the Common Stock which may in the aggregate be paid as Stock Retainers
pursuant to this Plan is 30,000,000. 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

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     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

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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.
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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.

14.1     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 27, 2002.
                                               AMERICAN FIRE RETARDANT CORP.

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

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