EX-4.1

              ORBIT E-COMMERCE, INC.

       2003 NON-QUALIFIED STOCK OPTION PLAN

  1.   Purpose; Effectiveness of the Plan.

       a.   The purpose of this Plan is to advance the interests
  of the Company and its stockholders by helping the Company obtain and
  retain the services of employees, officers, consultants, and
  directors, upon whose judgment, initiative and efforts the Company
  is substantially dependent, and to provide those persons with further
  incentives to advance the interests of the Company. It is the
  intention of the Company that the Plan comply with the definition of
  an "employee benefit plan" contained in Rule 405 under the 1933 Act
  (as defined hereafter).

       b.   This Plan will become effective on the date of its
  adoption by the Board.  This Plan will remain in effect until it is
  terminated in accordance with sections 8 or 9 hereof.  This Plan will
  be governed by, and construed in accordance with, the laws of the
  State of Nevada.  Options granted under this Plan are intended to be
  options which do not meet the requirements of Section 422 of the
  Code.

  2.   Certain Definitions.

       Unless the context otherwise requires, the following defined
  terms (together with other capitalized terms defined elsewhere in
  this Plan) will govern the construction of this Plan, and of any
  stock option agreements entered into pursuant to this Plan:

       a.   "1933 Act" means the Securities Act of 1933, as
  amended;

       b.   "1934 Act" means the Securities Exchange Act of 1934,
            as amended;

       c.   "Board" means the Board of Directors of the Company;

       d.   "Called for under an Option," or words to similar
  effect, means issuable pursuant to the exercise of an Option;

       e.   "Code" means the Internal Revenue Code of 1986, as
  amended (references herein to Sections of the Code are intended to
  refer to Sections of the Code as enacted at the time of this Plan's
  adoption by the Board and as subsequently amended, or to any
  substantially similar successor provisions of the Code resulting from
  recodification, renumbering or otherwise);

       f.   "Committee" means a committee of two or more
  Directors, appointed by the Board, to administer and interpret this
  Plan; provided that the term "Committee" will refer to the Board
  during such times as no Committee is appointed by the Board;

       g.   "Company" means Orbit E-Commerce, Inc., a Nevada
  corporation;

       h.   "Disability" has the same meaning as "permanent and
  total disability," as defined in Section 105(d)(4), or any successor
  section, of the Code;

       i.   "Eligible Participants" means persons who, at a
  particular time, are employees, officers, consultants, or directors
  of the Company or its subsidiaries or parents;

       j.   "Fair Market Value" of a share of Stock shall be equal
  to the fair market value per share of the Stock on the given
  valuation date.  For purposes hereof, the Fair Market Value shall be
  (i) the closing sales price of a share of Stock on the nearest
  trading day previous to the date of valuation as reported with
  respect to the principal market (or composite of the markets, if more
  than one) or national quotation system in which such shares are then
  traded, or (ii) if no closing prices are reported, the mean between
  the high bid and low asked prices that day on the principal market
  or national quotation system then in use, or (iii) if no such
  quoatations are available, the value as determined by the Committee
  acting in good faith on such basis as it deems appropriate, including
  prices furnished by a professional securities dealter making a market
  in such shares selected by the Committee.

       k.   "Just Cause Termination" means a termination by the
  Company of an Optionee's employment by and/or service to the Company
  (or if the Optionee is a director, removal of the Optionee from the
  Board by action of the stockholders or, if permitted by applicable
  law and the by-laws of the Company, the other directors), in
  connection with the good faith determination of the Company's board
  of directors (or of the Company's stockholders if the Optionee is a
  director and the removal of the Optionee from the Board is by action
  of the stockholders, but in either case excluding the vote of the
  Optionee if he or she is a director or a stockholder) that the
  Optionee has engaged in any acts involving dishonesty or moral
  turpitude or in any acts that materially and adversely affect the
  business, affairs or reputation of the Company or its subsidiaries
  or parents;

       l.   "Option" means an option granted pursuant to this Plan
  whether designated by the Committee as a "non-qualified stock
  option," a "non-statutory stock option" or otherwise, entitling the
  option holder to acquire shares of Stock issued by the Company
  pursuant to the valid exercise of the option;

       m.   "Option Agreement" means an agreement between the
  Company and an Optionee, in form and substance satisfactory to the
  Committee in its sole discretion, consistent with this Plan;

       n.   "Option Price" with respect to any particular Option
  means the exercise price at which the Optionee may acquire each share
  of the Option Stock called for under such Option;

       o.   "Option Stock" means Stock issued or issuable by the
  Company pursuant to the valid exercise of an Option;

       p.   "Optionee" means an Eligible Participant to whom
  Options are granted hereunder;

       q.   "Plan" means this 2003 Non-Qualified Stock Option Plan
  of the Company;

       r.   "Stock" means shares of the Company's Common Stock,
  $.001 par value;

       s.   "Transfer," with respect to Option Stock, includes,
  without limitation, a voluntary or involuntary sale, assignment,
  transfer, conveyance, pledge, hypothecation, encumbrance, disposal,
  loan, gift, attachment or levy of such Option Stock, including
  without limitation an assignment for the benefit of creditors of the
  Optionee, a transfer by operation of law, such as a transfer by will
  or under the laws of descent and distribution, an execution of
  judgment against the Option Stock or the acquisition of record or
  beneficial ownership thereof by a lender or creditor, or a transfer
  resulting from the filing by the Optionee of a petition for relief,
  or the filing of an involuntary petition against such Optionee, under
  the bankruptcy laws of the United States or of any other nation.

  3.   Eligibility.

       The Company may grant Options under this Plan only to persons
  who are Eligible Participants as of the time of such grant. The
  Committee shall have complete discretion to determine the number of
  Options that may be granted to an Eligible Participant.

  4.   Administration.

       a.   Committee.  The Committee, if appointed by the Board,
  will administer this Plan.  If the Board, in its discretion, does not
  appoint such a Committee, the Board itself will administer this Plan
  and take such other actions as the 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
  Company's certificate of incorporation and by-laws generally.

       b.   Authority and Discretion of Committee.  The Committee
  will have full and final authority in its discretion, at any time and
  from time to time, subject only to the express terms, conditions and
  other provisions of the Company's articles of incorporation, by-laws
  and this Plan, and the specific limitations on such discretion set
  forth herein:

            i.   to select and approve the persons who will be
       granted Options under this Plan from among the Eligible
       Participants, and to grant to any person so selected one or
       more Options to purchase such number of shares of Option
       Stock as the Committee may determine;

            ii.  to determine the period or periods of time
       during which Options may be exercised, the Option Price and
       the duration of such Options, and other matters to be
       determined by the Committee in connection with specific
       Option grants and Option Agreements as specified under this
       Plan;

            iii. to interpret this Plan, to prescribe, amend
       and rescind rules and regulations relating to this Plan,
       including rules and regulations to comply with the
       requirements of Rule 16(b)(3) under the 1934 Act, and to make
       all other determinations necessary or advisable for the
       operation and administration of this Plan; and

            iv.  to cause, at the Committee's sole discretion
       , Options or Option Stock to be registered on Form S-8 under
       the 1933 Act either prior or subsequent to the granting of
       Options.

       c.   Option Agreements.  Options will be deemed granted
  hereunder only upon the execution and delivery of an Option Agreement
  by the Optionee and a duly authorized officer of the Company.
  Options will not be deemed granted hereunder merely upon the
  authorization of such grant by the Committee.


  5.   Shares Reserved for Options.

       a.   Option Pool.  The aggregate number of shares of Option
  Stock that may be issued pursuant to the exercise of Options granted
  under this Plan will not exceed five million  (5,000,000) (the
  "Option Pool"), provided that such number will be increased by the
  number of shares of Option Stock that the Company subsequently may
  reacquire through repurchase or otherwise.  Shares of Option Stock
  that would have been issuable pursuant to Options, but that are no
  longer issuable because all or part of those Options have terminated
  or expired, will be deemed not to have been issued for purposes of
  computing the number of shares of Option Stock remaining in the
  Option Pool and available for issuance.

       b.   Adjustments Upon Changes in Stock.  In the event of
  any change in the outstanding Stock of the Company as a result of a
  stock split, reverse stock split, stock dividend, recapitalization,
  combination or reclassification, appropriate proportionate
  adjustments will be made in: (i)  the aggregate number of shares of
  Option Stock in the Option Pool that may be issued pursuant to the
  exercise of Options granted hereunder;  (ii) the Option Price and the
  number of shares of Option Stock called for in each outstanding
  Option granted hereunder; and  (iii) other rights and matters
  determined on a per share basis under this Plan or any Option
  Agreement hereunder.  Any such adjustments will be made only by the
  Board, and when so made will be effective, conclusive and binding for
  all purposes with respect to this Plan and all Options then
  outstanding.  No such adjustments will be required by reason of the
  issuance or sale by the Company for cash or other consideration of
  additional shares of its Stock or securities convertible into or
  exchangeable for shares of its Stock.

  6.   Terms of Stock Option Agreements.

       Each Option granted pursuant to this Plan will be evidenced
  by an agreement (an "Option Agreement") between the Company and the
  person to whom such Option is granted, in form and substance
  satisfactory to the Committee in its sole discretion, consistent with
  this Plan.  Without limiting the foregoing, each Option Agreement
  (unless otherwise stated therein) will be deemed to include the
  following terms and conditions:

       a.   Status of Optionee.  Nothing contained in this Plan,
  any Option Agreement or in any other agreement executed in connection
  with the granting of an Option under this Plan will confer upon any
  Optionee any right with respect to the continuation of his or her
  status as an employee of, consultant or independent contractor to,
  or director of, the Company or its subsidiaries or parents.

       b.   Vesting Periods.  Except as otherwise provided herein,
  each Option Agreement may specify the period or periods of time
  within which each Option or portion thereof will first become
  exercisable (the "Vesting Period") with respect to the total number
  of shares of Option Stock called for thereunder.  Such Vesting
  Periods will be fixed by the Committee in its discretion, and may be
  accelerated or shortened by the Committee in its discretion.

       c.   Exercise of the Option.

            i.   Mechanics and Notice. An Option may be
       exercised to the extent exercisable (1) by giving written
       notice of exercise to the Company, specifying the number of
       full shares of Option Stock to be purchased and accompanied
       by full payment of the Option Price thereof as provided in
       section 6(d) below; and (2) by giving assurances satisfactory
       to the Company that the shares of Option Stock to be
       purchased upon such exercise are being purchased for
       investment and not with a view to resale in connection with
       any distribution of such shares in violation of the 1933 Act;
       provided, however, that in the event the Option Stock called
       for under the Option is registered under the 1933 Act, or in
       the event resale of such Option Stock without such
       registration would otherwise be permissible, this second
       condition will be inoperative if, in the opinion of counsel
       for the Company, such condition is not required under the
       1933 Act, or any other applicable law, regulation or rule of
       any governmental agency.

            ii.  Withholding Taxes.  As a condition to the
       issuance of the shares of Option Stock upon full or partial
       exercise of an Option granted under this Plan, the Committee
       may require the Optionee to pay to the Company in cash, or in
       such other form as the Committee may determine in its
       discretion, the amount of the Company's tax withholding
       liability required in connection with such exercise.  For
       purposes of this subsection 6(c)(ii), "tax withholding
       liability" will mean all federal and state income taxes,
       social security tax, and any other taxes applicable to the
       compensation income arising from the transaction required by
       applicable law to be withheld by the Company.

       d.   Payment of Option Price.  Each Option Agreement will
  specify the Option Price with respect to the exercise of Option Stock
  thereunder, to be determined by the Committee in its discretion at
  the time such Option is granted, provided that the Option Price shall
  not be less than 100% of the Fair Market Value of a share of Common
  Stock on the date of grant.  The Option Price shall be paid (a) in
  United States dollars in cash or by check, (b) in whole or in part
  in shares of the Stock of the Company already owned by the Optionee
  or shares subject to the Option being exercised (subject to such
  restrictions and guidelines as the Committee may adopt from time to
  time), valued at Fair Market Value on the date of delivery of the
  notice of exercise, or (c) consistent with applicable law, through
  the delivery of an assignment to the Company of a sufficient amount
  of the proceeds from the sale to the broker or selling agent to pay
  that amount to the Company, which sale shall be at the Optionee's
  direction at the time of exercise.

       e.   Termination of the Option.  Except as otherwise
  provided herein, each Option Agreement will specify the period of
  time, to be fixed by the Committee in its discretion, during which
  the Option granted therein will be exercisable, not to exceed five
  (5) years from the date of grant.  To the extent not previously
  exercised, each Option will terminate upon the expiration of the
  Option Period specified in the Option Agreement; provided, however,
  that each such Option will terminate, if earlier:  (i) ninety (90)
  days after the date that the Optionee ceases to be an Eligible
  Participant for any reason, other than by reason of death or
  disability or a Just Cause Termination; (ii) twelve (12) months after
  the date that the Optionee ceases to be an Eligible Participant by
  reason of such person's death or disability; or (iii) immediately as
  of the date that the Optionee ceases to be an Eligible Participant
  by reason of a Just Cause Termination.

       f.   Options Nontransferable.  No Option will be
  transferable by the Optionee otherwise than by will or the laws of
  descent and distribution.  During the lifetime of the Optionee, the
  Option will be exercisable only by him or her.

       g.   Additional Restrictions on Transfer.  By accepting
  Options and/or Option Stock under this Plan, the Optionee will be
  deemed to represent, warrant and agree as follows:
            i.   Securities Act of 1933.  The Optionee
       understands that the shares of Option Stock have not been
       registered under the 1933 Act, and that such shares are not
       freely tradeable and must be held indefinitely unless such
       shares are either registered under the 1933 Act or an
       exemption from such registration is available.  The Optionee
       understands that the Company is under no obligation to
       register the shares of Option Stock.

            ii.  Other Applicable Laws.  The Optionee further
       understands that Transfer of the Option Stock requires full
       compliance with the provisions of all applicable laws.

            iii.      Investment Intent.  Unless a registration
       statement is in effect with respect to the sale of Option
       Stock obtained through exercise of Options granted hereunder:
       Upon exercise of any Option, the Optionee will purchase the
       Option Stock for his or her own account and not with a view
       to distribution within the meaning of the 1933 Act, other
       than as may be effected in compliance with the 1933 Act and
       the rules and regulations promulgated thereunder;  no one
       else will have any beneficial interest in the Option Stock;
       and  he or she has no present intention of disposing of the
       Option Stock at any particular time.

       h.   Stock Certificates.  Certificates representing the
  Option Stock issued pursuant to the exercise of Options will bear all
  legends required by law and necessary to effectuate this Plan's
  provisions.  The Company may place a "stop transfer" order against
  shares of the Option Stock until all restrictions and conditions set
  forth in this Plan and in the legends referred to in this section
  6(h) have been complied with.

       i.   Notices.  Any notice to be given to the Company under
  the terms of an Option Agreement will be addressed to the Company at
  its principal executive office, Attention:  Corporate Secretary, or
  at such other address as the Company may designate in writing.  Any
  notice to be given to an Optionee will be addressed to the Optionee
  at the address provided to the Company by the Optionee.  Any such
  notice will be deemed to have been duly given if and when delivered
  in person with receipt acknowledged, or enclosed in a properly sealed
  envelope, addressed as aforesaid, and sent by registered or certified
  mail, return receipt requested, postage prepaid, or by a recognized
  overnight courier service.

       j.   Other Provisions.  The Option Agreement may contain
  such other terms, provisions and conditions, including such special
  forfeiture conditions, rights of repurchase, rights of first refusal
  and other restrictions on Transfer of Option Stock issued upon
  exercise of any Options granted hereunder, not inconsistent with this
  Plan, as may be determined by the Committee in its sole discretion.

  7.   Modification, Extension and Renewal of Options.

       Subject to the terms and conditions and within the
  limitations of this Plan, the Committee may modify, extend or renew
  outstanding Options granted under this Plan, or accept the surrender
  of outstanding Options (to the extent not theretofore exercised) and
  authorize the granting of new Options in substitution therefor (to
  the extent not theretofore exercised).  Notwithstanding the
  foregoing, however, no modification of any Option will, without the
  consent of the holder of the Option, alter or impair any rights or
  obligations under any Option theretofore granted under this Plan.

  8.   Amendment and Discontinuance.

       The Board may amend, suspend or discontinue this Plan at any
  time or from time to time; provided that no such action may alter or
  impair any Option previously granted under this Plan without the
  consent of the holder of such Option.

  9.   Term of Plan.

       The Plan shall terminate automatically on  the 10th
  anniversary of the effective date. No Options shall be granted
  pursuant to the Plan after such date, but Options theretofore granted
  may extend beyond that date. The Plan may be terminated on any
  earlier date pursuant to section 8 hereof.

  10.  Compliance with Regulations.

       It is the Company's intent that the Plan comply in all
  respects with Rule 16b-3 under the 1934Act and any applicable
  Securities and Exchange Commission interpretations thereof. If any
  provision of this Plan is deemed not to be in compliance with Rule
  16b-3, the provision shall be null and void.

  11.  Copies of Plan.

       A copy of this Plan will be delivered to each Optionee at or
  before the time he or she executes an Option Agreement.