Prepared by MERRILL CORPORATION




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Exhibit 4.1    
  


ABCI HOLDINGS, INC.

2001-2002 CONSULTANTS STOCK OPTION PLAN  


Section 1. General Purpose of Plan; Definitions.  


    The name of this plan is the ABCI Holdings, Inc. 2001-2002 Consultants Stock Option Plan (the "Plan"). The Plan was adopted by the Board on
November 1, 2001. The purpose of the Plan is to enable the company to attract and retain highly qualified personnel who will contribute to the Company's success by their ability, ingenuity and
industry and to provide incentives to the participating officers, employees, directors, and advisors that are linked directly to increases in stockholder value and will therefore inure to the benefit
of all stockholders of the Company. 


    For
purposes of the Plan, the following terms shall be defined as set forth below: 


        "Act"
means Securities Exchange Act of 1934, as amended. 


        "Administrator"
means the Board, or if the Board does not administer the Plan, the Committee in accordance with Section 2. 


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


        "Code"
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. 


        "Committee"
means the Committee of the Board designated from time to time by the Board to be the Administrator. 


        "Commission"
means Securities and Exchange Commission. 


        "Company"
means ABCI Holdings, Inc., a Delaware corporation (or any successor corporation). 


        "Disability"
means the inability of a Participant to perform substantially his duties and responsibilities to the Company by reason of a physical or
mental disability or infirmity (i) for a continuous period of six months, or (ii) at such earlier time as the Participant submits medical evidence satisfactory to the Company that he has
a physical or mental disability or infirmity which will likely prevent him from returning to the performance of his work duties for six months or longer. The date of such Disability shall be on the
last day of such six-month period or the day on which the Participant submits such satisfactory medical evidence, as the case may be. 


        "Effective
Date" shall mean the date provided pursuant to Section 9. 


        "Eligible
Employee" means an employee of the Company eligible to participate in the Plan pursuant to Section 4. 


        "Fair
Market Value" means, as of any given date, with respect to any awards granted hereunder, at the discretion of the Administrator and subject to
such limitations as the Administrator may impose, (A) if the Stock is publicly traded, the closing sale price of the Stock on such date as reported in the Wall Street Journal, or the average of
the closing price of the Stock on each day on which the Stock was traded over a period-of up to twenty trading days immediately prior to such date, (B) the fair market value of the Stock as
determined in accordance with a method prescribed in the agreement evidencing any award hereunder, or (C) the fair market value of the Stock as otherwise determined by the Administrator in the
good faith exercise of its discretion. 


        "Incentive
Stock Option" or "ISO" means any Stock Option intended to be designated as an "incentive stock option" within the meaning of Section 422
of the Code (and any successor provision of the Code having a similar intent). 







        "Non-Qualified Stock Option" or "NQSO" means any Stock Option that is not an Incentive Stock Option, including any Stock Option that provides (as of
the time such option is granted) that it will not be treated as an Incentive Stock Option. 


        "Parent
Corporation" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing 50% or more of the combined voting power of all classes of stock in one of the other corporations in the chain. 


        "Participant"
means any Eligible Employee, consultant or advisor to the Company selected by the Administrator, pursuant to the Administrator's
authority in Section 2 below, to receive grants of Stock Options. 



        "Stock"
means the Common Stock, $0.000l par value, of the Company. 


        "Stock
Option" means any option to purchase shares of Stock granted pursuant to Section 5. 


        "Subsidiary"
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation) in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in
the chain. 


Section 2. Administration  


    The Plan shall be administered by the Board or by the Committee which shall be appointed by the Board and which shall serve at the pleasure of the Board. 


    The
Administrator shall have the power and authority to grant Stock Options to Eligible Employees, consultants and advisors to the Company, pursuant to the terms of the Plan. 


    In
particular, the Administrator shall have the authority: 


    (a) to
select those employees of the Company who shall be Eligible Employees; 


    (b) to
determine whether and to what extent Stock Options are to be granted hereunder to Eligible Employees, consultants and advisors to the Company; 


    (c) to
determine the number of shares to be covered by each Stock Option granted hereunder; 


    (d) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Stock Option granted hereunder; and 


    (e) to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing the Stock Options. 



    The
Administrator shall have the authority, in its discretion, to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time
to time deem advisable; to interpret the terms and provisions of the Plan and any award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of
the Plan. 


    All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and the Participants. 



Section 3. Stock Subject to Plan.  


    The total number of shares of Stock reserved and available for issuance under the Plan (and the total number of shares that may be granted as ISO's) shall be
3,000,000 shares of Stock. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. 


    To
the extent that a Stock Option expires or is otherwise terminated without being exercised, such shares shall again be available for issuance in connection with future awards under
the Plan. If any shares of Stock have been pledged as collateral for indebtedness incurred by a Participant in connection 







with the exercise of a Stock Option and such shares are returned to the Company in satisfaction of such indebtedness, such shares shall again be available for issuance in connection with future awards
under the Plan. To the extent that a Participant is eligible to use, and uses, shares of Stock to exercise a Stock Option, the number of Shares of Stock so used shall be available for issuance in
connection with future awards under the Plan. 


    In
the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock, an appropriate substitution or
adjustment shall be made in the aggregate number of shares reserved for issuance under the Plan as may be determined by the Administrator, in its sole discretion. Any other substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole discretion. In connection with any event described in this paragraph, the Administrator may provide, in its discretion,
for the cancellation of any outstanding awards and payment in cash or other property therefor. 


Section 4. Eligibility.  


    Officers (including officers who are directors of the Company), directors, employees of the Company, and advisors to the Company who are responsible for or
contribute to the management, growth and/or profitability of the business of the Company shall be eligible to be granted Stock Options. The Participants under the Plan shall be selected from time to
time by the Administrator, in its sole discretion, from among the Eligible Employees, consultants and advisors to the Company recommended by the senior management of the Company, and the Administrator
shall determine, in its sole discretion, the number of shares covered by each award. 


Section 5. Stock Options.  


    Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve, and the provisions of Stock Option awards
need not be the same with respect to each optionee. Recipients of Stock Options shall enter into a subscription and/or award agreement with the Company, in such form as the Administrator shall
determine which agreement shall set forth, among other things, the exercise price of the option, the term of the option and provisions regarding exercisability of the option granted thereunder. 


    The
Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. 


    The
Administrator shall have the authority to grant any Eligible Employee Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. Consultants and
advisors may only be granted Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option.
More than one option may be granted to the same optionee and be outstanding concurrently hereunder. 


    Stock
Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Administrator shall deem desirable: 


    (1) Option
Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Administrator in its sole discretion at the time of grant but
shall not, (i) in the case of Non-Qualified Stock Options, be less than 75% of the Fair Market Value of the Stock on such date, and (ii) in any event, be less than the par value of the
Stock. If an employee owns or is deemed to own (by reason of the attribution rules applicable under Section 425(d) of the Code) more than 10% of the combined voting power of all classes
of stock of the Company or any Parent Corporation and an Incentive Stock Option is granted to such employee, the option price of such Incentive Stock Option (to the extent required by the Code at the
time of grant) shall be no less than 110% of the Fair Market Value of the Stock on the date such Incentive Stock Option is granted. 



    (2) Option
Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date such Stock
Option is granted; provided, 







however that if an employee owns or is deemed to own (by reason of the attribution rules of Section 425(d) of the Code) more than 10% of the combined voting power of all classes of stock
of the Company or any Parent Corporation and an Incentive Stock Option is granted to such employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant)
shall be no more than five years from the date of grant. 


    (3) Exercisability.
Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator at or after
grant. The Administrator may provide, in its discretion, that any Stock Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any
time in whole or in part based on such factors as the Administrator may determine, in its sole discretion. 


    (4) Method
of Exercise. Subject to Section 5(3) above, Stock Options may be exercised in whole or in part at any time during the option period, by giving written notice
of exercise to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price in cash or in such other form of consideration as is set forth in the
related Stock Option agreement as determined by the Administrator. As determined by the Administrator, in its sole discretion, payment in whole or in part may also be made in the form of unrestricted
Stock already owned by the optionee; provided, however, that the right to make payment in the form of already own ed shares may be authorized only at the time of grant. An optionee shall generally
have the rights to dividends and any other rights of a stockholder with respect to the Stock subject to the option only after the optionee has
given written notice of exercise, has paid in full for such shares, and, if requested, has given the representation described in paragraph (1) of Section 10. 



    The
Administrator may require the voluntary surrender of all or a portion of any Stock Option granted under the Plan as a condition precedent to the grant of a new Stock Option.
Subject to the provisions of the Plan, such new Stock Option shall be exercisable at the price, during such period and on such other terms and conditions as are specified by the Administrator at the
time the new Stock Option is granted. Upon their surrender, Stock Options shall be canceled and the shares previously subject to such canceled Stock Options shall again be available for grants of
Stock Options and other awards hereunder. 


    (5) Loans.
The Company may make loans available to Stock Option holders in connection with the exercise of outstanding options granted under the Plan, as the Administrator, in
its discretion, may determine; provided, however, that the right to make payment in the form of loans may be authorized only at the time of grant and the terms of such loans shall be specified in the
related Stock Option agreement. Such loans shall (i) be evidenced by promissory notes entered into by the Stock Option holders in favor of the Company, (ii) be subject to the terms and
conditions set forth in this Section 5(5) and such other terms and conditions, not inconsistent with the Plan, as the Administrator shall determine, (iii) bear interest, if any, at such
rate as the Administrator shall determine, and (iv) be subject to Board approval (or to approval by the Administrator to the extent the Board may delegate such authority). In no event may the
principal amount of any such loan exceed the sum of (x) the exercise price less the-par value of the shares of Stock covered by the option, or portion thereof, exercised by the holder, and (y) any
federal, state, and local income tax attributable to such exercise. The initial term of the loan, the schedule of payments of principal and interest (if any) under the loan, the extent to which the
loan is to be with or without recourse against the holder with respect to principal or interest and the conditions upon which the loan will become payable in the event of the holder's termination of
employment shall be determined by the Administrator. Unless the Administrator determines otherwise, when a loan is made, shares of Stock having a Fair Market Value at least equal to the principal
amount of the loan shall be pledged by the holder to the Company as security for payment of the unpaid balance of the loan, and such pledge shall be evidenced by a pledge agreement, the terms of which
shall be determined by the Administrator, in its discretion; provided, however, that each loan shall comply with all applicable laws, regulations and rules of the Board of Governors of the
Federal Reserve System and any other governmental agency having jurisdiction. 







    (6) Non-Transferability of Options. Unless otherwise determined by the Administrator, no Stock Option shall be transferable by the optionee, and all Stock Options shall be
exercisable, during the optionee's lifetime only by the optionee. 


    (7) Termination
of Employment or Service. If an optionee' s employment with or service as a director of or consultant or advisor to the Company terminates by reason of death,
Disability or for any other
reason, the Stock Option may thereafter be exercised to the extent provided in the applicable subscription or award agreement, or as otherwise determined by the Administrator. 


    (8) Annual
Limit on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of shares of
Stock with respect to which Incentive Stock Options granted to an Optionee under this Plan and all other option plans of the Company or its Parent Corporation become exercisable for the first time by
the Optionee during any calendar year exceeds $100,000, such Stock Options shall be treated as Non-Qualified Stock Options. 


Section 6. Amendment and Termination.  


    The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a
Participant under any award theretofore granted without such Participant's consent. 



    The
Administrator may amend the terms of any award theretofore granted, prospectively or retroactively, but, subject to Section 3 above, no such amendment shall impair the rights of
any holder without his or her consent. 


Section 7. Unfunded Status of Plan.  


    The Plan is intended to constitute an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. 



Section 8. General Provisions.  


    (1) The Administrator may require each person purchasing shares pursuant to a Stock Option to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof. The certificates for such shares may include any legend which the Administrator deems appropriate to reflect any
restrictions on transfer. 


    All
certificates for shares of Stock delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Administrator may deem advisable under the
rules, regulations, and other requirements of the Commission, any stock exchange upon which the Stock is then listed, and
any applicable federal or state securities law, and the Administrator may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. 


    (2) Nothing
contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan shall not confer upon any employee, director, consultant or advisor of
the Company any right to continued employment or service with the Company, as the case may be, nor shall it interfere in any way with the right of the Company to terminate the employment or service of
any of its employees, directors, consultants or advisors at any time. 


    (3) Each
Participant shall, no later than the date as of which the value of an award first becomes includible in the gross income of the Participant for federal income tax
purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any federa1, state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and 







the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. 


    (4) No
member of the Board or the Administrator, nor any officer or employee of the Company acting on behalf of the Board or the Administrator, shall be personally liable for
any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. 


Section 9. Effective Date of Plan.  


    The Plan became effective (the "Effective Date") on December 1, 2001; provided that, the Plan shall become effective with respect to Incentive Stock
Options on the date the Company's stockholders formally approve the Plan. 



Section 10. Term of P1an.  


    No Stock Option shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but awards theretofore granted may extend beyond
that date. 









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Exhibit 4.1