Exhibit 4.1

                               2UOnline.com, Inc.

                              2003 STOCK INCENTIVE
                                       AND
                                   OPTION PLAN

     1. THE PLAN.

          The   purpose  of  the  2UOnline.com,Inc's.(the  Company)  2003  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 Delaware.