EXHIBIT 4.1

                          AMERICAN UNITED GLOBAL, INC.
                         2000 EMPLOYEE STOCK OPTION PLAN

1.    PURPOSES

      The purposes of the American  United  Global,  Inc.  2000  Employee  Stock
Option  Plan (the  "Plan")  are to aid  American  United  Global,  Inc.  and its
"subsidiaries"  or  "parents"  (as defined  under the federal  securities  laws)
(together the  "Company") in attracting and retaining  highly capable  employees
and to enable selected key employees and consultants or other representatives of
the Company to acquire or increase  ownership interest in the Company on a basis
that will encourage them to perform at increasing  levels of  effectiveness  and
use their best efforts to promote the growth and  profitability  of the Company.
Consistent with these objectives,  this Plan authorizes the granting to selected
key employees and  consultants  of options to acquire up to 6,000,000  shares of
the  Company's  voting  Common  Stock,  par value  $.01 per share  (the  "Common
Stock"), pursuant to the terms and conditions hereinafter set forth.

      Options granted  hereunder may be (i) "Incentive  Options" (which term, as
used  herein,  shall mean  options  that are  intended  to be  "incentive  stock
options"  within  the  meaning  of Code  Section  422),  or (ii)  "Non-Qualified
Options"  (which term, as used herein,  shall mean options that are not intended
to be Incentive Options).

2.    EFFECTIVE DATE

      Following  approval by the holders of a majority of the outstanding shares
of common  stock,  this Plan shall become  effective as of December 7, 1999 (the
"Effective Date").

3.    ADMINISTRATION

      (a)   This Plan shall be  administered  by a committee  (the  "Committee")
consisting of not less than two members of the Board of Directors of the Company
(the "Board of Directors"),  who are selected by the Board of Directors.  If, at
any  time,  there  are less  than two  members  of the  Committee,  the Board of
Directors  shall  appoint one or more other members of the Board of Directors to
serve on the Committee.  All Committee  members shall serve, and may be removed,
at the pleasure of the Board of Directors.

      (b)   A majority of the members of the  Committee  (but not less than two)
shall  constitute  a quorum,  and any action taken by a majority of such members
present at any meeting at which a quorum is present, or acts approved in writing
by all such members, shall be the acts of the Committee.

      (c)   Subject to the other  provisions of this Plan,  the Committee  shall
have full authority to decide the date or dates on which options (the "Options")
to acquire  shares of Common Stock will be granted under this Plan (the "Date of
Grant"),  to  determine  whether  the Options to be granted  shall be  Incentive
Options or Nonqualified Options, or a combination of both, to select the persons
to whom the  Options  will be granted and to  determine  the number of shares of


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Common Stock to be covered by each Option, the price at which such shares may be
purchased upon the exercise of such option (the "Option  Exercise  Price"),  and
other terms and conditions of the Options. In making those  determinations,  the
Committee shall solicit the recommendations of the President and Chairman of the
Board of the Company and may take into account the proposed  optionee's  present
and  potential  contributions  to the  Company's  business and any other factors
which the Committee may deem relevant.  Subject to the other  provisions of this
Plan,  the Committee  shall also have full  authority to interpret this Plan and
any stock option agreements evidencing Options granted hereunder, to issue rules
for administering this Plan, to change,  alter, amend or rescind such rules, and
to make all other determinations necessary or appropriate for the administration
of this Plan. All determinations,  interpretations and constructions made by the
Committee pursuant to this Section 3 shall be final and conclusive. No member of
the  Board of  Directors  or the  Committee  shall  be  liable  for any  action,
determination  or omission taken or made in good faith with respect to this Plan
or any Option granted hereunder.

4.    ELIGIBILITY

      Subject to the provisions of Section 7 below, key employees of the Company
(including  officers and directors who are employees) and  consultants and other
representatives  of the Company shall be eligible to receive  Options under this
Plan.

5.    OPTION SHARES

      (a)   The  shares  subject  to  Options  granted  under this Plan shall be
shares of Common  Stock  and,  except as  otherwise  required  or  permitted  by
Subsection  5(b) below,  the  aggregate  number of shares with  respect to which
Options may be granted shall not exceed 6,000,000  shares. If an Option expires,
terminates  or is  otherwise  surrendered,  in  whole  or in  part,  the  shares
allocable to the unexercised portion of such Option shall again become available
for grants of Options hereunder. As determined from time to time by the Board of
Directors,  the shares  available  under  this Plan for  grants of  Options  may
consist either in whole or in part of authorized  but unissued  shares of Common
Stock or shares of Common Stock which have been  reacquired  by the Company or a
subsidiary following original issuance.

      (b)   The  aggregate  number of shares of Common Stock as to which Options
may be granted  hereunder,  as provided in Subsection 5(a) above,  the number of
shares covered by each outstanding Option and the Option Exercise Price shall be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation of shares or other capital  adjustment,  or the payment of a stock
dividend;  PROVIDED, HOWEVER, that any fractional shares resulting from any such
adjustment shall be eliminated.

      (c)   The aggregate fair market value, determined on the Date of Grant (as
such term is defined in Section 6(a) below), of the shares of stock with respect
to which Incentive Options are exercisable for the first time by an Optionee (as
such term as defined in Section 6 below)  during any  calendar  year  (under all
incentive stock option plans of the Company and its subsidiaries) may not exceed
$100,000.


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6.    TERMS AND CONDITIONS OF OPTIONS

      The  Committee  may,  in its  discretion,  grant  to a key  employee  only
Incentive Options, only Nonqualified Options, or a combination of both, and each
Option granted shall be clearly  identified as to its status.  Recipients  other
than employees of the Company can only receive Nonqualified Options. Each Option
granted  pursuant to this Plan shall be evidenced  by a stock  option  agreement
between  the  Company  and the  recipient  to whom the  option is  granted  (the
"Optionee")  in such form or forms as the  Committee,  from time to time,  shall
prescribe, which agreements need not be identical to each other but shall comply
with and be subject to the following terms and conditions:

      (a)   OPTION EXERCISE PRICE. The Option Exercise Price at which each share
of Common Stock may be purchased  pursuant to an Option shall be  determined  by
the Committee,  except that (i) the Option Exercise Price at which each share of
Common Stock may be purchased  pursuant to an Incentive Option shall be not less
than 100% of the fair  market  value for each such share on the Date of Grant of
such Incentive  Option and (ii) the Option Exercise Price at which each share of
Common Stock may be purchased  pursuant to a  Non-Qualified  Option shall not be
less than 85% of the fair  market  value for each  share on the Date of Grant of
such  Nonqualified  Option.  Anything  contained  in  this  Section  6(a) to the
contrary notwithstanding, in the event that the number of shares of Common Stock
subject  to  any  Option  is  adjusted   pursuant  to  Section  5(b)  above,   a
corresponding adjustment shall be made in the Option Exercise Price per share.

      (b)   DURATION OF OPTIONS.  The duration of each Option granted  hereunder
shall be  determined  by the  Committee,  except that each  Nonqualified  Option
granted hereunder shall expire and all rights to purchase shares of Common Stock
pursuant thereto shall cease one day before the tenth anniversary of the Date of
Grant of such Option and each Incentive  Option granted  hereunder  shall expire
and all rights to purchase  shares of Common Stock pursuant  thereto shall cease
one day before  the tenth  anniversary  of the Date of Grant of such  Option (in
each case, the "Expiration Date").

      (c)   VESTING OF OPTIONS.  The vesting of each  Option  granted  hereunder
shall be determined by the Committee.  Only such vested  portions of Options may
be  exercised.   Anything  contained  in  this  Section  6(c)  to  the  contrary
notwithstanding,  an Optionee shall become fully (100%) vested in each of his or
her Options upon his or her termination of employment with the Company or any of
its subsidiaries for reasons of death,  disability or retirement.  The Committee
shall, in its sole discretion, determine whether or not disability or retirement
has occurred.

      (d)   MERGER,  CONSOLIDATION,  ETC. In the event the Company shall propose
to  merge  into,  consolidate  with,  or  sell  or  otherwise  transfer  all  or
substantially  all of its assets to,  another  corporation  and provision is not
made pursuant to the terms of such trans shall,  pursuant to action by its Board
of  Directors,  at any time  action  for (i) the  assumption  by the  surviving,
resulting or acquiring corporation of outstanding Options, (ii) the substitution
therefor of new options granting  reasonably  similar rights and privileges,  or
(iii)  the  payment  of cash or other  consideration  in  respect  thereof,  the
Committee shall cause written notice of the proposed  transaction to be given to
each Optionee not less than 30 days prior to the announced anticipated effective
date of the proposed transaction, and the Committee shall specify in such notice
a date,


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which  date shall be not less than 10 days  prior to the  announced  anticipated
effective  date of the proposed  transaction  (the "Vesting  Date"),  upon which
Vesting Date each  Optionee's  Options  shall become fully (100%)  vested.  Each
Optionee  shall have the right to exercise his or her Options to purchase any or
all shares then  subject to such  Options  during the period  commencing  on the
Vesting  Date and ending at 5:00 p.m.  on the day which is two (2) days prior to
the announced  anticipated  effective date of the proposed  transaction.  If the
transaction is consummated,  each Option, to the extent not previously exercised
prior  to the  effective  date  of the  transaction,  shall  terminate  on  such
effective  date. If the  transaction is abandoned or otherwise not  consummated,
then to the extent that any Option not exercised prior to such abandonment shall
have vested  solely by  operation of this Section  6(d),  such vesting  shall be
annulled and be of no further  force or effect and the vesting  period set forth
in Section 6(c) above shall be reinstituted as of the date of such abandonment.

      (e) EXERCISE OF OPTIONS.  A person entitled to exercise an Option,  or any
portion  thereof,  may exercise it (or such vested portion  thereof) in whole at
any time,  or in part from time to time,  by  delivering  to the  Company at its
principal office,  directed to the attention of its Chairman,  President or such
other duly elected officer as shall be designated in writing by the Committee to
the Optionee,  written  notice  specifying  the number of shares of Common Stock
with respect to which the Option is being  exercised,  together  with payment in
full of the Option Exercise Price for such shares. Such payment shall be made in
cash or by certified check or bank draft to the order of the Company;  PROVIDED,
HOWEVER, that the Committee may, in its sole discretion, authorize such payment,
in whole or in part, in any other form,  including  payment by personal check or
by the exchange of shares of Common Stock of the Company previously  acquired by
the person entitled to exercise the Option and having a fair market value on the
date of exercise  equal to the price for which the shares of Common Stock may be
purchased pursuant to the Option. In lieu of payment of cash upon exercise of an
Option, a Holder may effect a "cashless"  exercise of an Option by  surrendering
such Option at the  principal  office of the  Company,  accompanied  by a notice
stating (i) such  Holder's  intent to effect  such  cashless  exercise  (ii) the
number of shares of Common Stock to be issued upon exchange,  and (iii) the date
upon which the Holder  requests  that such  exercise is to occur.  The  exercise
price  for the  Options  to be  acquired  shall  be paid  by the  surrender,  as
indicated  in the  notice,  of such  number of Options  as equals the  aggregate
Exercise Price of the Options desired to be exercised, divided by the difference
in the Market Price of the shares of Common Stock  underlying the Options of the
Common Stock publicly traded, and the Exercise Price of this Option. The "Market
Price" is  defined  as the  average  of the  closing  bid and ask prices for the
Common Stock for the ten trading days prior to the date specified in (iii) above
(which date shall not precede the date of receipt by the Company of the Holder's
notice).

      (f)   NONTRANSFERABILITY. The Options shall not be transferable other than
by will or the laws of descent and  distribution  and no Option may be exercised
by  anyone  other  than  the  Optionee;  that if the  Optionee  dies or  becomes
incapacitated,  the  Option  may  be  exercised  by his  or  her  estate,  legal
representative  or  beneficiary,  as the case may be, subject to all other terms
and conditions contained in this Plan.

      (g)   TERMINATION  OF EMPLOYMENT.  The following  rules shall apply in the
event that an Optionee is an employee of the Company as regards such  Optionee's
termination of employment with the Company:

            (i)   In the event of an Optionee's  termination of employment  with
the Company  either (1) by the  Company  for Cause (as  defined in any  relevant
employment  agreement  to which  Optionee is a party) or for fraud,  dishonesty,
habitual  drunkenness  or drug use, or willful  disregard of assigned  duties by
such  Optionee  in the  absence  of such an  agreement,  or (2) by the  Optionee
voluntarily  otherwise  than at the end of an  employment  term under a relevant
employment  agreement  to which  Optionee  is a party and  without  the  written
consent of the Company, then the Option shall immediately terminate.

            (ii)  In the event of the Optionee's  termination of employment with
the Company


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for reason of retirement or under  circumstances  other than those  specified in
subsection  (g)(i)  immediately  above,  and for  reasons  other  than  death or
disability,  the Option  shall  terminate  three  months  after the date of such
termination  of  employment or on the  Expiration  Date,  whichever  shall first
occur; PROVIDED,  HOWEVER, that if the Optionee dies within such 3-month period,
the time period set forth in subsection (g) (iii) immediately below shall apply.

            (iii) In the event of the death or disability, of the Optionee while
the Optionee is employed by the Company, the Option shall terminate on the first
anniversary  of the Optionee's  date of  termination  of  employment,  or on the
Expiration Date, whichever shall first occur.

            (iv)  Anything   contained   in  this  Section  6  to  the  contrary
notwithstanding,  the  Option may only be  exercised  following  the  Optionee's
termination  of  employment  with the  Company  for  reasons  other than  death,
disability or retirement if, and to the extent that, the Option was  exercisable
immediately prior to such termination of employment.

            (v)   The Optionee's  transfer of employment between American United
Global,  Inc. and its "subsidiaries" and "parents" (as defined under the federal
securities  laws) shall not  constitute  a  termination  of  employment  and the
Committee  shall  determine in each case whether an authorized  leave of absence
for military service or otherwise shall constitute a termination of employment.

            (vi)  Termination of the Optionee's  employment shall not affect the
vesting schedule of the Optionee's Option.

      (h)   NO RIGHTS AS  SHAREHOLDER  OR TO CONTINUED  EMPLOYMENT.  No Optionee
shall have any rights as a shareholder of the Company with respect to any shares
covered  by an Option  prior to the date of  issuance  to such  Optionee  of the
certificate  or  certificates  for such  shares,  and neither  this Plan nor any
Option granted  hereunder shall confer upon an Optionee any right to continuance
of  employment  by the  Company or  interferes  in any way with the right of the
Company to terminate the employment of such Optionee.

      (i)   Each stock  option  agreement  shall  specify  whether  the  Options
granted hereunder are Incentive Options,  Nonqualified Options, or a combination
of both.

7.    TEN PERCENT STOCKHOLDERS

      The Committee  shall not grant an Incentive  Option to an  individual  who
owns, at the time such Incentive  Option is granted  (directly or by attribution
pursuant to Section 425(d) of the Code),  shares of capital stock of the Company
possessing  more than 10% of the voting power of all classes of capital stock of
the Company unless,  at the time such Incentive Option is granted,  the price at
which each share of Common  Stock may be  purchased  pursuant  to the  Incentive
Option is at least 110% of the fair market  value of each such share on the Date
of Grant and such Incentive  Option,  by its terms, is not exercisable after the
expiration of five years from the Date of Grant.

8.    ISSUANCE OF SHARES; RESTRICTIONS


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      (a)   Subject to the conditions and restrictions  provided in this Section
8, the  Company  shall,  within 20  business  days after an Option has been duly
exercised in whole or in part,  deliver to the person who  exercised  the Option
one or more certificates,  registered in the name of such person, for the number
of shares of Common Stock with  respect to which the Option has been  exercised.
The Company may legend any stock  certificate  issued  hereunder  to reflect any
restrictions provided for in this Section 8.

      (b)   Unless the shares  subject  to Options  granted  under the Plan have
been  registered  under the Securities Act of 1933, as amended (the "Act") (and,
in the case of any Optionee who may be deemed an  "affiliate"  of the Company as
such term is defined in Rule 405 under the Act, such shares have been registered
under the Act for resale by the Optionee), or the Company has determined that an
exemption from registration under the Act is available,  the Company may require
prior to and as a condition of the issuance of any shares of Common Stock,  that
the person  exercising an Option hereunder (i) sign such agreements with respect
thereto as the Company may  require in any Option  Agreement  by and between the
Company  and  the  Optionee,  and  (ii)  furnish  the  Company  with  a  written
representation  in a form  prescribed  by the  Committee to the effect that such
person is acquiring  such shares solely with a view to investment for his or her
own account and not with a view to the resale or distribution of all or any part
thereof,  and that such person will not dispose of any of such shares  otherwise
than in  accordance  with the  provisions  of Rule 144 under the Act  unless and
until either the  distribution of such shares is registered under the Act or the
Company is satisfied that an exemption from such registration is available.

      (c)   Anything  contained  herein  to the  contrary  notwithstanding,  the
Company  shall  not be  obliged  to sell or issue any  shares  of  Common  Stock
pursuant to the  exercise of an Option  granted  hereunder  unless and until the
Company is satisfied  that such sale or issuance  complies  with all  applicable
provisions of the Act and all other laws or  regulations by which the Company is
bound or to which the Company or such shares are subject.

9.    SUBSTITUTE OPTIONS

      Anything contained herein to the contrary notwithstanding, Options may, at
the  discretion  of the  Board of  Directors,  be  granted  under  this  Plan in
substitution  for  options  to  purchase  shares  of  capital  stock of  another
corporation  which is merged into,  consolidated  with,  or all or a substantial
portion of the  property  or stock of which is  acquired  by,  the  Company or a
subsidiary.  The terms,  provisions and benefits to Optionees of such substitute
options  shall in all respects be as similar as  reasonably  practicable  to the
terms,  provisions  and  benefits  to  Optionees  of the  Options  of the  other
corporation on the date of  substitution,  except that such  substitute  Options
shall provide for the purchase of shares of Common Stock of the Company  instead
of shares of such other corporation.


10.   TERM OF THE PLAN

      Unless the plan has been sooner  terminated  pursuant to Section 11 below,
this Plan shall  terminate on, and no Options shall be granted after,  the tenth
anniversary of the Effective Date.


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The provisions of this Plan,  however,  shall continue  thereafter to govern all
Options theretofore granted,  until the exercise,  expiration or cancellation of
such Options.

11.   AMENDMENT AND TERMINATION OF PLAN

      The Board of  Directors  at any time may  terminate  this Plan or amend it
from time to time in such  respects as it deems  desirable;  PROVIDED,  HOWEVER,
that,  without  the further  approval of the  stockholders  of the  Company,  no
amendment  shall (i) increase the maximum  aggregate  number of shares of Common
Stock with respect to which Options may be granted under this Plan,  (ii) change
the eligibility  provisions of Section 4 hereof, or (iv) create a "modification"
of any Incentive Stock Options  previously  granted or otherwise modify the Plan
with  respect to the  granting of Incentive  Stock  Options,  as those terms are
defined under the Code; and PROVIDED,  FURTHER,  that, subject to the provisions
of Section 6 hereof,  no  termination  of or amendment  hereto  shall  adversely
affect the rights of an Optionee or other person  holding an option  theretofore
granted  hereunder  without the consent of such Optionee or other person, as the
case may be.


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