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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.

     "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

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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  10,  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 $0.03 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.

     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 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 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
full  authority  to  construe  and  interpret this Plan, to establish, amend and

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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 13,
2003.

                                             AMERICAN FIRE RETARDANT CORP.



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

                                       14

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