Exhibit 4.1
2006 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN


                                APO HEALTH, INC.
              2006 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN


      1. Purpose. The purpose of this Plan is to provide compensation in the
form of Common Stock of the Company to eligible consultants that have previously
rendered services or that will render services during the term of this 2006
Professional/Consultant Stock Compensation Plan (hereinafter referred to as the
Plan.)

      2. Administration.

      (a) This Plan shall be administered by the Board of Directors who may from
time to time issue orders or adopt resolutions, not inconstant with the
provisions of this Plan, to interpret the provisions and supervise the
administration of this Plan. The CEO shall make initial determinations as to
which consultants, professionals or advisors will be considered to receive
shares under this Plan, in addition, will provide a list to the Board of
Directors. All final determinations shall be by the affirmative vote of a
majority of the members of the Board of Directors at a meeting called for such
purpose, or reduced to writing and signed by a majority of the members of the
Board. Subject to the Corporation's Bylaws, all decisions made by the Directors
in selecting eligible consultants (hereinafter referred to as Consultants),
establishing the number of shares, and construing the provisions of this Plan
shall be final, conclusive and binding on all persons including the Corporation,
shareholders, employees and Consultants.

      (b) The Board of Directors may from time to time appoint a Consultants
Plan Committee, consisting of at least one Director and one officer, none of
whom shall be eligible to participate in the Plan while members of the
Committee. The Board of Directors may delegate to such Committee power to select
the particular Consultants that are to receive shares, and to determine the
number of shares to be allocated to each such Consultant.

      (c) If the SEC Rules and or regulations relating to the issuance of Common
Stock under a Form S-8 should change during the terms of this Plan, the Board of
Directors shall have the power to alter this Plan to conform to such changes.

      3. Eligibility. Shares shall be granted only to Professionals and
Consultants that are within that class for which Form S-8 is applicable.

      4. Shares Subject to the Plan. The total number of shares of Common Stock
to be subject to this Plan, as amended, 7,500,000 shares. The shares subject to
the Plan will be registered with the SEC on or about April 6, 2006, in a Form
S-8 Registration.

      5. Death of Consultant. If a Consultant dies while he is a Consultant of
the Corporation or of any subsidiary, or within 90 days after such termination,
the shares, to the extent that the Consultant was to be issued shares under the
plan, may be issued to his personal representative or the person or persons to
whom his rights under the plan shall pass by his will or by the applicable laws
of descent and distribution.

      6. Termination of Consultant, retirement or disability. If a Consultant
shall cease to be retained by the Corporation for any reason (including
retirement and disability) other than death after he shall have continuously
been so retained for his specified term, he may, but only within the three-month
period immediately following such termination, request his pro-rata number of
shares for his services already rendered.

      7. Termination of the Plan This Plan shall terminate one year after its
adoption by the Board of Directors. At such time, any shares that remain unsold
shall be removed from registration by means of a post-effective amendment to the
Form S-8.


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      8. Effective Date of the Plan. This Plan shall become effective upon its
adoption by the Board of Directors.

                            [Signature page follows.]


                            CERTIFICATION OF ADOPTION
                           (By the Board of Directors)

The undersigned, being the CEO and Chairman of the Board of Directors of APO
Health, Inc. hereby certify that the foregoing Plan was adopted by a unanimous
vote of the Board of Directors on April 6, 2006.

                                            /s/ Jan Stahl
                                            -------------
                                            Dr. Jan Stahl
                                            Chairman and Chief Executive Officer


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