Exhibit 4.1

                           PRECISE LIFE SCIENCES LTD.
                              2002 STOCK INCENTIVE
                                      AND
                                  OPTION PLAN

     1. THE PLAN.

          The  purpose  of the Precise Life Sciences  Ltd.'s (the  Company)
2002 Stock Incentive and  Option  Plan  (the Plan) is to provide the Company
with the means of attracting and retaining the services of highly motivated and
qualified directors and key personnel.

          The  Plan is intended to advance the interests  of the  Company  and
its  stockholders  by  affording  to  key employees,  consultants  and  non-
employee  directors,  upon whose  skill, judgment, initiative, and efforts the
Company is  largely  dependent  for the successful  conduct  of  its business,
an opportunity for investment in the Company  and incentives  inherent in stock
ownership in the Company.  The term Company shall include all subsidiaries of
the Company.

     2. LEGAL COMPLIANCE.

          It  is  the intent of the Plan that it conform  in all  respects  with
the requirements of Rule  16b-3  of  the Securities  and  Exchange Commission
under  the  Securities Exchange  Act  of  1934 (Rule 16b-3) or, in connection
with Incentive  Stock/Options (ISOs), as such term is defined  in Section  422
(a) of the Internal Revenue Code of  1986  (the Code) as mentioned from time to
time.  If any aspect of  the Plan  does  not conform to Section 422 (a) of the
Code,  as amended from time to time, such aspect shall be deemed to be modified,
deleted,  or otherwise changed  as  necessary  to insure continued compliance
with such provisions.

     3. ADMINISTRATION OF THE PLAN.

            3.1   PLAN   COMMITTEE:   The  Plan   shall   be administered by a
committee (the Committee).  The members of the  Committee shall be appointed
from time to time  by  the Board  of  Directors of the Company (the  Board)  and
shall consist  of  not less than two (2) nor more  than  five  (5) persons.

            3.2   COMMITTEE PROCEDURES:  The Committee from time to  time  may
adopt such rules and regulations for  carrying out  the purposes of the Plan as
it may deem proper  and  in the best interests of the company.  The committee
shall keep minutes  of  its  meetings and records of  its  actions.   A Majority
of the members of the committee shall constitute  a quorum for the transaction
of any business by the Committee. The Committee may act at any time by an
affirmative vote  of a  majority of those members voting.  Such vote may be
taken at   a   meeting   which   may  be  conducted   in   person,
telephonically,  or  by  written consent  of  all  Committee members without a
meeting.

            3.3 FINALITY OF COMMITTEE ACTION:  The Committee's actions  shall
be final and conclusive and binding  on  all persons,  including, without
limitations, the  Company,  its stockholders, the Committee and each of the
members  of  the Committee, respective successor(s) and interest(s).

            3.4  NON  LIABILITY  OF  COMMITTEE  MEMBERS:   No Committee   member
shall  be  liable  for  any  action   or determination made by him in good faith
with respect to  the Plan or any Options granted or shares issued thereunder.

     4. NON-EXCLUSIVITY OF THE PLAN.

          Nothing  contained  in the  Plan  is  intended  to amend,   modify,
or   rescind  any  previously   app[roved compensation  plan(s), program(s) or
option(s) entered  into by  the  Company.   This Plan shall be construed  to  be
in addition  to  and  independent of any  and  all  such  other arrangements.
Neither the adoption of the Plan by the Board nor  the submission of the Plan to
the Stockholders  of  the Company   for  approval  shall  be  construed  as
creating limitations on the power or authority of the Board to adopt, with  or
without stockholder approval, such  additional  or other  compensation
arrangements as the Board may from  time to time deem desirable.

     5. GOVERNING LAW.

          The  Plan and all rights and obligations under  it shall be construed
and enforced in accordance with the  laws of the State of Nevada.