EXHIBIT
      4.1

     

    GENESIS
      BIOVENTURES, INC.

    


    2006
      CONSULTANT STOCK PLAN

    


    As
      Adopted July 7, 2006

    


    


    PURPOSE
      OF PLAN

     

    WHEREAS,
      the
      purpose of this 2006 Consultant Stock Plan is to advance the interests of the
      Company by helping the Company obtain and retain the services of persons
      providing consulting services upon whose judgment, initiative, efforts or
      services the Company is substantially dependent, by offering to or providing
      those persons with incentives or inducements affording such persons an
      opportunity to become owners of capital stock of the Company.

     

    TERMS
      AND CONDITIONS OF PLAN

     

    1.           DEFINITIONS.

     

    Set
      forth
      below are definitions of capitalized terms that are generally used throughout
      this Plan, or references to provisions containing such definitions (capitalized
      terms whose use is limited to specific provisions are not referenced in this
      Section):

     

    (a)           Affiliate -
      The
      term "Affiliate" is defined as any person controlling the Company, controlled
      by
      the Company, or under common control with the Company.

     

    (b)           Award -
      The
      term "Award" is collectively and severally defined as any Award Shares granted
      under this Plan.

     

    (c)           Award
      Shares -
      The
      term "Award Shares" is defined as shares of Common Stock granted by the Plan
      Committee in accordance with Section
      5
      of this
      Plan.

     

    (d)           Board
      - The
      term "Board" is defined as the Board of Directors of the Company, as such body
      may be reconstituted from time to time.

     

    (e)           Common Stock
      - The
      term "Common Stock" is defined as the Company's common stock reserved for
      issuance under this Plan.

     

    (f)           Company -
      The
      term "Company" is defined as Genesis Bioventures, Inc., a New York
      corporation.

     

    (g)           Disposed
      - The
      term "Disposed" (or the equivalent terms "Disposition" or "Dispose") is defined
      as any transfer or alienation of an Award which would directly or indirectly
      change the legal or beneficial ownership thereof, whether voluntary or by
      operation of law, or with or without the payment or provision of consideration,
      including, by way of example and not limitation: (i) the sale, assignment,
      bequest or gift of the Award; (ii) any transaction that creates or grants a
      right to obtain an interest in the Award; (iii) any transaction that creates
      a
      form of joint ownership in the Award between the Recipient and one or more
      other
      Persons; (iv) any Disposition of the Award to a creditor of the Recipient,
      including the hypothecation, encumbrance or pledge of the Award or any interest
      therein, or the attachment or imposition of a lien by a creditor of the
      Recipient of the Award or any interest therein which is not released within
      thirty (30) days after the imposition thereof; (v) any distribution by a
      Recipient which is an entity to its stockholders, partners, co-venturers or
      members, as the case may be, or (vi) any distribution by a Recipient which
      is a
      fiduciary such as a trustee or custodian to its settlors or beneficiaries.
      

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (h)           Eligible
      Person
      - The
      term "Eligible Person" means any Person who, at a particular time, is an
employee,
      officer, director, consultant, independent contractor, advisor, or other service
      provider of the Company or any Parent or Subsidiary of the Company; provided
      that such services are not in connection with the offer and sale of securities
      in a capital-raising transaction. 

     

       (i)           Fair
      Market Value
      - The
      term "Fair Market Value" means the fair market value as of the applicable
      valuation date of the Award Shares, or other shares of Common Stock, as the
      case
      may be (the "Subject Shares"),
      to be
      valued as determined by the Plan Committee in its good faith judgment, but
      in no
      event shall the Fair Market Value be less than the par value of the Subject
      Shares. 

     

    (j)           Person
      - The
      term "Person" is defined, in its broadest sense, as any individual, entity
      or
      fiduciary such as, by way of example and not limitation, individual or natural
      persons, corporations, partnerships (limited or general), joint-ventures,
      associations, limited liability companies/partnerships, or fiduciary
      arrangements, such as trusts. 

     

    (k)           Plan -
      The
      term "Plan" is defined as this 2006 Consultant Stock Plan.

     

    (l)           Plan
      Committee -
      The
      term "Plan Committee" is defined as that Committee appointed by the Board to
      administer and interpret this Plan as more particularly described in
Section
      3
      of the
      Plan; provided,
      however,
      that
      the
      term Plan Committee will refer to the Board during such times as no Plan
      Committee is appointed by the Board.

     

    (m)           Recipient
      - The
      term "Recipient" is defined as any Eligible Person who, at a particular time,
      receives the grant of an Award.

     

    (n)           Securities
      Act -
      The
      term "Securities Act" is defined as the Securities Act of 1933, as amended
      (references herein to Sections of the Securities Act are intended to refer
      to
      Sections of the Securities Act as enacted at the time of the adoption of this
      Plan by the Board and as subsequently amended, or to any substantially similar
      successor provisions of the Securities Act resulting from recodification,
      renumbering or otherwise).

     

      2.           TERM
      OF PLAN.

     

    This
      Plan
      shall be effective as of such time and date as this Plan is adopted by the
      Board, and this Plan shall terminate on the first business day prior to the
      ten
      (10) year anniversary of the date this Plan became effective. All Awards granted
      pursuant to this Plan prior to the effective date of this Plan shall not be
      affected by the termination of this Plan and all other provisions of this Plan
      shall remain in effect until the terms of all outstanding Awards have been
      satisfied or terminated in accordance with this Plan and the terms of such
      Awards.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.           PLAN
      ADMINISTRATION.

     

    (a)           Plan
      Committee. 

     

    (i)           The
      Plan shall be administered and interpreted by a committee consisting of one
      (1)
      or more members of the Board; provided,
      however,
      no
      member
      of the Board who may serve as a member of the Plan Committee if such person
      serves or served as a member of the plan committee with respect to any plan
      (other than this Plan) of the Company or its Affiliates which plan was or is
      established to comply with the provisions of Rule 16b-3(c)(2)(i) to the
      Securities and Exchange Act of 1934, as amended (i.e., pertaining to the
      establishment of so-called "Section 16b-3 Plans"), and, by reason of such
      person's proposed service as a member of the Plan Committee, such person would
      not be considered a "disinterested" person within the meaning of said Rule
      with
      respect to such other plan.

     

    (ii)           Members
      of the Plan Committee may resign at any time by delivering written notice to
      the
      Board. Vacancies in the Plan Committee shall be filled by the Board. The Plan
      Committee shall act by a majority of its members in office. The Plan Committee
      may act either by vote at a meeting or by a memorandum or other written
      instrument signed by a majority of the Plan Committee.

     

    (iii)           If
      the Board, in its discretion, does not appoint a Plan Committee, the Board
      itself will administer and interpret the Plan and take such other actions as
      the
      Plan Committee is authorized to take hereunder; provided that the Board may
      take
      such actions hereunder in the same manner as the Board may take other actions
      under the Articles of Incorporation and bylaws of the Company generally.


     

    (b)           Eligibility
      of Plan Committee Members to Receive Awards.
      While
      serving on the Plan Committee, such members shall not be eligible for selection
      as Eligible Persons to whom an Award may be granted under the Plan.

     

    (c)           Power
      to Make Awards.
      The Plan
      Committee shall have the full and final authority in its sole discretion, at
      any
      time and from time-to-time, subject only to the express terms, conditions and
      other provisions of the Articles of Incorporation of the Company and this Plan,
      and the specific limitations on such discretion set forth herein,
      to:

     

    (i)           Designate
      the Eligible Persons or classes of Eligible Persons eligible to receive Awards
      from among the Eligible Persons;

     

    (ii)           Grant
      Awards to such selected Eligible Persons or classes of Eligible Persons in
      such
      form and amount (subject to the terms of the Plan) as the Plan Committee shall
      determine; 

     

    (iii)           Interpret
      the Plan, adopt, amend and rescind rules and regulations relating to the Plan,
      and make all other determinations and take all other action necessary or
      advisable for the implementation and administration of the Plan;
      and

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iiii)           Delegate
      all or a portion of its authority under subsections (i) and (ii) of this
Section
      3(c)
      to one
      or more directors of the Company who are executive officers of the Company,
      subject to such restrictions and limitations (such as the aggregate number
      of
      shares of Common Stock that may be awarded) as the Plan Committee may decide
      to
      impose on such delegate directors.

     

    In
      determining the recipient, form and amount of Awards, the Plan Committee shall
      consider any factors deemed relevant, including the recipient's functions,
      responsibilities, value of services to the Company and past and potential
      contributions to the Company's profitability and sound growth.

     

    (d)           Interpretation
      Of Plan.
      The Plan
      Committee shall, in its sole and absolute discretion, interpret and determine
      the effect of all matters and questions relating to this Plan. The
      interpretations and determinations of the Plan Committee under the Plan
      (including without limitation determinations pertaining to the eligibility
      of
      Persons to receive Awards, the form, amount and timing of Awards, the methods
      of
      payment for Awards, and the other terms and provisions of Awards and the
      certificates or agreements evidencing same) need not be uniform and may be
      made
      by the Plan Committee selectively among Persons who receive, or are eligible
      to
      receive, Awards under the Plan, whether or not such Persons are similarly
      situated. All actions taken and all interpretations and determinations made
      under this Plan in good faith by the Plan Committee shall be final and binding
      upon the Recipient, the Company, and all other interested Persons. No member
      of
      the Plan Committee shall be personally liable for any action taken or decision
      made in good faith relating to this Plan, and all members of the Plan Committee
      shall be fully protected and indemnified to the fullest extent permitted under
      applicable law by the Company in respect to any such action, determination,
      or
      interpretation.

     

    (e)           Compensation;
      Advisors.
      Members
      of the Plan Committee shall receive such compensation for their services as
      members as may be determined by the Board. All expenses and liabilities incurred
      by members of the Plan Committee in connection with the administration of the
      Plan shall be borne by the Company. The Plan Committee may, with the approval
      of
      the Board, employ attorneys, consultants, accountants, appraisers, brokers,
      or
      other Persons, at the cost of the Company. The Plan Committee, the Company
      and
      its officers and directors shall be entitled to rely upon the advice, opinions,
      or valuations of any such Persons. 

     

    4.           STOCK
      POOL. 

     

    (a)           Maximum
      Number of Shares Authorized Under Plan.
      Shares
      of stock which may be issued or granted under the Plan shall be authorized
      and
      unissued or treasury shares of Common Stock. The aggregate maximum number of
      shares of Common Stock which may be issued as a grant of Award Shares shall
      not
      exceed 3,000,000 shares of Common Stock (the "Stock Pool").

     

    (b)           Date
      of Award.
      The date
      an Award is granted shall mean the date selected by the Plan Committee as of
      which the Plan Committee allots a specific number of shares to a Recipient
      with
      respect to such Award pursuant to the Plan.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.           AWARD
      SHARES.

     

    (a)           Grant.
      The Plan
      Committee may from time to time, and subject to the provisions of the Plan
      and
      such other terms and conditions as the Plan Committee may prescribe, grant
      to
      any Eligible Person one or more shares of Common Stock ("Award Shares")
      allotted by the Plan Committee. The grant of Award Shares or grant of the right
      to receive Award Shares shall be evidenced by either a written consulting
      agreement or a separate written agreement confirming such grant, executed by
      the
      Company and the Recipient, stating the number of Award Shares granted and
      stating all terms and conditions of such grant.

     

    (b)           Purchase
      Price and Manner of Payment.
      The Plan
      Committee, in its sole discretion, may grant Award Shares in any of the
      following instances: 

     

    (i)           as
      a "bonus" or "reward" for services previously rendered and compensated, in
      which
      case the recipient of the Award Shares shall not be required to pay any
      consideration for such Award Shares, and the value of such Award Shares shall
      be
      the Fair Market Value of such Award Shares on the date of grant; or

     

    (ii)           as
      "compensation" for the previous performance or future performance of services
      or
      attainment of goals, in which case the recipient of the Award Shares shall
      not
      be required to pay any consideration for such Award Shares (other than the
      performance of his services).

     

    6.           ADJUSTMENTS.

     

    (a)           Subdivision
      or Stock Dividend.
      If (i)
      outstanding shares of Common Stock shall be subdivided into a greater number
      of
      shares by reason of recapitalization or reclassification, the number of shares
      of Common Stock, if any, available for issuance in the Stock Pool shall,
      simultaneously with the effectiveness of such subdivision or immediately after
      the record date of such dividend, be proportionately increased, and (ii)
      conversely, if the outstanding shares of Common Stock shall be combined into
      a
      smaller number of shares, the number of shares of Common Stock, if any,
      available for issuance in the Stock Pool shall, simultaneously with the
      effectiveness of such combination, be proportionately increased. 

     

    (b)           Adjustments
      Determined in Sole Discretion of Board.
      To the
      extent that the foregoing adjustments relate to stock or securities of the
      Company, such adjustments shall be made by the Plan Committee, whose
      determination in that respect shall be final, binding and conclusive.


     

    (c)           No
      Other Rights to Recipient.
      Except
      as expressly provided in this Section
      6,
      (i) the
      Recipient shall have no rights by reason of any subdivision or consolidation
      of
      shares of stock of any class or the payment of any stock dividend or any other
      increase or decrease in the number of shares of stock of any class, and (ii)
      the
      dissolution, liquidation, merger, consolidation or divisive reorganization
      or
      sale of assets or stock to another corporation, or any issue by the Company
      of
      shares of stock of any class, or securities convertible into shares of stock
      of
      any class, shall not affect, and no adjustment by reason thereof shall be made
      with respect to, the number of shares. The grant of an Award pursuant to this
      Plan shall not affect in any way the right or power of the Company to make
      adjustments, reclassifications, reorganizations or changes of its capital or
      business structure or to merge, consolidate, dissolve or liquidate, or to sell
      or transfer all or any part of its business or assets. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.           EMPLOYMENT
      STATUS.

     

    In
      no
      event shall the granting of an Award be construed as granting a continued right
      of employment to a Recipient if such Person is employed by the Company, nor
      effect any right which the Company may have to terminate the employment of
      such
      Person, at any time, with or without cause, except to the extent that such
      Person and the Company have agreed otherwise in writing.

     

    
      	 	
              8.

            	
              AMENDMENT
                AND DISCONTINUATION OF PLAN; MODIFICATION OF
                AWARDS.

            


    

     

    (b)           Amendment,
      Modification or Termination of Plan.
      The
      Board
      may amend the Plan or suspend or discontinue the Plan at any time or from
      time-to-time; provided,
      however no
      such
      action may adversely alter or impair any Award previously granted under this
      Plan without the consent of each Recipient affected thereby.

     

    (b)           Compliance
      with Laws.
      The
      Plan
      Committee may at any time or from time-to-time, without receiving further
      consideration from any Person who may become entitled to receive or who has
      received the grant of an Award hereunder, modify or amend Awards granted under
      this Plan as required to: (i) comply with changes in securities, tax or other
      laws or rules, regulations or regulatory interpretations thereof applicable
      to
      this Plan or Awards thereunder or to comply with stock exchange rules or
      requirements.

     

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