<pre>
EXHIBIT 4.1

2003 AMENDED STOCK OPTION PLAN
OF
RPM TECHNOLOGIES, INC.

RPM Technologies, Inc., a Delaware corporation (the "Company"), hereby
adopts the 2003 Amended Stock Option Plan of RPM Technologies, Inc. (the
"Plan"), on this 21st day of January, 2003.  Under this Plan, the Company
may grant options to acquire (the "Options") One Million (1,000,000) shares
of its common stock, par value $0.001 (the "stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and
conditions set forth herein.  In addition, at the discretion of the Board
of Directors, options to acquire stock of the Company may from time to time
be granted under this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its subsidiaries
and are not employees of the Company or its subsidiaries, provided that
bona fide services shall be rendered by consultants and advisors and such
services shall not be in connection with the offer or sale of securities in
a capital-raising transaction and do not directly or indirectly promote or
maintain a market in our securities.

1.	Purpose of this Plan. This Plan is intended to aid the Company in
maintaining and developing a management team, and in attracting new
personnel as needed and to provide such personnel with an incentive to
remain employees of the Company, to use their best efforts to promote the
success of the Company's business, and to provide them with an opportunity
to obtain or increase a proprietary interest in the Company.  It is also
designed to permit the Company to reward those individuals who are not
employees of the Company but who management perceives to have contributed
to the success of the Company, or who are important to the continued
business and operations of the Company.  The above goals will be achieved
through the granting of Options.

2.	Administration of this Plan.  Administration of this Plan shall be
determined by the Company's Board of Directors (the "Board").  Subject to
compliance with applicable provisions of governing law, the Board may
delegate administration of this Plan or specific administrative duties with
respect to this Plan on such terms and to such committees of the Board as
it deems proper (hereinafter the Board or its authorized committee shall be
referred to as "Plan Administrators").  The interpretation and construction
of the terms of this Plan by the Plan Administrators thereof shall be final
and binding on all participants in this Plan absent a showing of
demonstrable error.  No member of the Plan Administrators shall be liable
for any action taken or determination made in good faith with respect to
this Plan.  The grant of any Option approved by a majority vote of those
Plan Administrators attending a duly and properly held meeting shall be
valid.  Any Option approved by the Plan Administrators shall be approved as
specified by the Board at the time of delegation.

3.	Shares of Stock Subject to this Plan.  A total of One Million
(1,000,000) shares of Stock may be subject to, or issued pursuant to,
Options granted under this Plan. The number of shares of Stock subject to,
or issued pursuant to, Options granted under this Plan may be increased or
decreased as the Plan Administrators deem advisable.

4.	Reservation of Stock on Granting of Option.  At the time any Option
is granted under the terms of this Plan, the Company will reserve for
issuance the number of shares of Stock subject to such Option until it is
exercised or expires.  The Company may reserve either authorized but
unissued shares or issued shares reacquired by the Company.

5.	Eligibility.  The Plan Administrators may grant Options to
employees, officers, and directors of the Company and its subsidiaries, as
may be existing from time to time, and to other individuals who are not
employees of the Company, or its subsidiaries, including consultants and
advisors, provided that such consultants and advisors render bona fide
services to the Company or its subsidiaries and such services are not
rendered in connection with the offer or sale of securities in a capital-
raising transaction and do not directly or indirectly promote or maintain a
market in our securities.  In any case, the Plan Administrators shall
determine, based on the foregoing limitations and the Company=s best
interests, which employees, officers, directors, consultants and advisors
are eligible to participate in this Plan.  Options shall be in the amounts,
and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions
of this Plan.

6.	Term of Options and Certain Limitations on Right to Exercise.

a.	Each Option shall have its term established by the Plan
Administrators at the time the Option is granted but in no event may such
term exceed five (5) years.

b.	The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of the
Option.

c.	Unless otherwise specifically provided by the written provisions of
the Option or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no
participant of this Plan or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares
subject to an Option unless and until such participant exercises his or her
right to acquire all or a portion of the Stock subject to the Option and
delivers the full exercise price to the Company in accordance with the
terms of this Plan and the Option and then only as to the number of shares
of Stock validly acquired. Except as specifically provided in this Plan or
as otherwise specifically provided by the written provisions of the Option,
no adjustment to the exercise price or the number of shares of Stock
subject to the Option shall be made for dividends or other rights for which
the record date is prior to the date on which the Stock subject to the
Option is acquired by the holder.

d.	The number of shares of Stock subject to an Option shall be
adjusted to take into account any stock splits, stock dividends,
recapitalization of the Stock as provided in the Plan.

e.	Options shall vest and become exercisable at such time or times and
on such terms as the Plan Administrators may determine at the time Options
are granted, subject to this Plan=s requirements and restrictions.

f.	Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.

g.	In no event may an Option be exercised after the expiration of its
term.

h.	Options shall be non-transferable, except by the laws of descent
and distribution.

7.	Exercise Price.  At the time Options are granted, the Plan
Administrators shall establish the exercise price payable to the Company
for shares to be obtained pursuant to Options.

8.	Payment of Exercise Price.  The exercise of any Option shall be
contingent on receipt by the Company of the exercise price paid in either
cash, certified or personal check payable to the Company, or such other
consideration determined appropriate by the Company.

9.	Withholding.  If the grant or exercise of an Option is subject to
withholding or other trust fund payment requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), or applicable state or local
laws, the Company may initially pay the Optionee's liability and be
reimbursed by Optionee no later than six months after such liability arises
and as a condition of accepting Options hereunder, all Optionees hereby
agree to such reimbursement terms.

10.	Dilution or Other Adjustment.  The shares of Stock subject to this
Plan and the exercise price of outstanding Options are subject to
proportionate adjustment in the event of a stock dividend on the Stock or a
change in the number of issued and outstanding shares of Stock as a result
of a stock split, consolidation, or other recapitalization.

11.	Options to Foreign Nationals.   The Plan Administrators may, in
order to fulfill the purpose of this Plan and without amending this Plan,
grant Options to foreign nationals or individuals residing in foreign
countries that contain provisions, restrictions, and limitations different
from those set forth in this Plan and the Options made to United States
residents in order to recognize differences among the countries in law, tax
policy, and custom.  Such grants shall be made in an attempt to give such
individuals essentially the same benefits as contemplated by a grant to
United States residents under the terms of this Plan.

12.	Listing and Registration of Shares.   Each unexercised Option shall
be subject to the requirement that, if at any time, the Plan Administrators
shall determine, in its sole discretion, that it is necessary or desirable
to list, register, or qualify the shares covered by unexercised Options on
any securities exchange or under any state or federal law, or obtain the
consent or approval of any governmental agency or regulatory body as a
condition of, or in connection with, the granting of such Option or the
issuance or purchase of shares thereunder, such Option may not be exercised
in whole or in part unless and until such listing, registration, consent,
or approval shall have been effected or obtained free of any conditions not
acceptable to the Plan Administrators.

13.	Expiration and Termination of this Plan.  This Plan may be
abandoned or terminated at any time by the Plan Administrators except with
respect to any Options then outstanding under this Plan.  This Plan shall
otherwise terminate on the earlier of the date that is five (5) years from
the date first appearing in this Plan or the date on which the one millionth
(1,000,000th) share is issued hereunder.

14.	Amendment of this Plan.   This Plan may not be amended more than
once during any six-month period, other than to comport with changes in the
Code or the Employee Retirement Income Security Act or the rules and
regulations promulgated thereunder.  The Plan Administrators may modify and
amend this Plan in any respect; provided, however, that to the extent such
amendment or modification would cause this Plan to no longer comply with
the applicable provisions of the Code governing incentive stock options as
they may be amended from time to time, such amendment or modification shall
also be approved by the shareholders of the Company.

ATTEST:


RPM Technologies, Inc.
By: Randy Zych, President