EXHIBIT 4.1
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                              IMMUCELL CORPORATION
                      2000 STOCK OPTION AND INCENTIVE PLAN


                                   I. GENERAL

1.       Purpose. This 2000 Stock Option and Incentive Plan (the "Plan") of
         ImmuCell Corporation (the "Company") is intended to advance the
         interests of the Company by providing certain of its employees and
         certain other individuals providing services to the Company with an
         additional incentive, encouraging stock ownership by such individuals,
         increasing their proprietary interest in the success of the Company and
         encouraging them to remain employees of the Company or service
         providers for the Company.

2.       Definitions. Whenever used herein, the following terms shall have the
         meanings set forth below:


         (a)   "Board" means the Board of Directors of the Company.

         (b)   "Code" means the Internal Revenue Code of 1986, as it may be
               amended from time to time.

         (c)   "Committee" means the Compensation and Stock Option Committee
               appointed by the Board to administer this Plan pursuant to
               Section 3 hereof.

         (d)   "Company Group" means the Company, a parent corporation or
               subsidiary corporation of the Company, or a corporation, or a
               parent corporation or subsidiary corporation of such corporation,
               issuing or assuming an Option in a transaction of the type
               described in Section 424(a) of the Code. The terms "parent
               corporation" and "subsidiary corporation" shall have the meanings
               assigned to such terms by Section 424 of the Code.

         (e)   "Disability" means a permanent and total disability as defined in
               Section 422(c) (6) of the Code.

         (f)   "Fair Market Value" means, if Shares are traded on a national
               exchange, the mean between the high and low sales prices for the
               Shares on the date on which the determination is made (or if no
               sales occurred on that date, on the next preceding date on which
               there was such a sale), or, if sales prices of Shares are made
               available for publication by the National Association of
               Securities Dealers Automated Quotation System ("NASDAQ"), the
               last sales price on the date on which such determination is made
               (or if no sales occurred on that date, on the next preceding date

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               on which there was such a sale), or if no such prices are
               available, the fair market value as determined by rules to be
               adopted by the Committee.

         (g)   "Incentive Stock Option" means an Option granted pursuant to the
               Incentive Stock Option provisions as set forth in Part II of this
               Plan.

         (h)   "Nonqualified Stock Option" means an Option granted pursuant to
               the Nonqualified Stock Option provisions as set forth in Part III
               of this Plan.

         (i)   "Option" means an option to purchase shares under this Plan.

         (j)   "Participant" means an individual to whom an Option is granted
               under this Plan.

         (k)   "Shares" means shares of the Company's common stock.

3.       Administration. This Plan shall be administered by a Compensation and
         Stock Option Committee consisting of at least two members appointed by
         the Board. The members of the Committee shall at all times be: (i)
         "outside directors" as such term is defined in Treas. Reg. ss.
         1.162-27(e)(3) (or any successor regulation); and (ii) "non-employee
         directors" within the meaning of Rule 16b-3 (or any successor rule)
         under the Securities Exchange Act of 1934, as amended, as such terms
         are interpreted from time to time. The Board, at its pleasure, may
         remove members from or add members to the Committee. A majority of
         Committee members shall constitute a quorum of members, and the actions
         of the majority shall be final and binding on the whole Committee.

         In addition to the other powers granted to the Committee under this
         Plan, the Committee shall have the power, subject to the terms of this
         Plan: (i) to determine which of the eligible individuals shall be
         granted Options; (ii) to determine the time or times when Options shall
         be granted and to determine the number of Shares subject to each
         Option; (iii) to accelerate or extend (except for Incentive Stock
         Options) the date on which a previously granted Option may be
         exercised; (iv) to prescribe the form of agreement evidencing Options
         granted pursuant to this Plan; and (v) to construe and interpret this
         Plan and the agreements evidencing Options granted pursuant to this
         Plan, and to make all other determinations and take all other actions
         necessary or advisable for the administration of this Plan.

4.       Eligibility. The individuals who shall be eligible to receive Options
         shall be such employees employed by a member of the Company Group and
         such other individuals providing services to a member of the Company
         Group as shall be selected by the Committee; provided, however, that
         only employees employed by a member of the Company Group shall be
         eligible to receive Incentive Stock Options. Participants chosen to
         participate under this Plan may be granted an Incentive Stock Option, a
         Nonqualified Stock Option, or any combination thereof.




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5.       Shares Subject to This Plan. The Shares subject to Options shall be
         either authorized and unissued Shares or treasury Shares. The aggregate
         number of Shares which may be issued pursuant to this Plan shall be
         five hundred thousand (500,000). Except as provided below, if an Option
         shall expire and terminate for any reason, in whole or in part, without
         being exercised, the number of Shares as to which such expired or
         terminated Option shall not have been exercised may again become
         available for the grant of Options. The maximum number of shares with
         respect to which Options may be granted to any employee shall be
         limited to one hundred thousand (100,000) shares in any calendar year.

6.       No Tandem Options. There shall be no terms and conditions under an
         Option which provide that the exercise of an Incentive Stock Option
         reduces the number of Shares for which a Nonqualified Stock Option may
         be exercised; and there shall be no terms and conditions under an
         Option which provide that the exercise of a Nonqualified Stock Option
         reduces the number of Shares for which an Incentive Stock Option may be
         exercised.



                      II. INCENTIVE STOCK OPTION PROVISIONS

1.       Grant of Incentive Stock Options. Subject to the provisions of this
         Part II, the Committee shall from time to time determine those
         individuals eligible pursuant to Section 4 of Part I to whom Incentive
         Stock Options shall be granted and the number of Shares subject to, and
         terms and conditions of, such Options. The aggregate Fair Market Value
         (determined as of the date of grant) of shares with respect to which
         incentive stock options (as defined in Section 422 of the Code) are
         exercisable for the first time by an individual in a calendar year
         (under all plans of the Company Group) shall not exceed $100,000.
         Anything herein to the contrary notwithstanding, no Incentive Stock
         Option shall be granted to an employee if, at the time the Incentive
         Stock Option is granted, such employee owns stock possessing more than
         10% of the total combined voting power of all classes of stock of any
         member of the Company Group unless the option price is at least 110% of
         the Fair Market Value of the Shares subject to the Incentive Stock
         Option at the time the Incentive Stock Option is granted and the
         Incentive Stock Option is not exercisable after the expiration of five
         (5) years from the date the Incentive Stock Option is granted.

2.       Terms and Conditions of Incentive Stock Options. Each Incentive Stock
         Option shall be evidenced by an option agreement which shall be in such
         form as the Committee shall from time to time approve, and which shall
         comply with and be subject to the following terms and conditions:

         (a)   Number of Shares. Each Incentive Stock Option agreement shall
               state the number of shares covered by the agreement.






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         (b)   Option Price and Method of Payment. The Option price of each
               Incentive Stock Option shall be no less than the Fair Market
               Value of the Shares on the date the Incentive Stock Option is
               granted. The option price shall be payable on exercise of the
               Option (i) in cash or by certified check, bank draft or postal or
               express money order, (ii) in the discretion of the Committee, by
               the surrender of Shares then owned by the Participant, or (iii)
               in the discretion of the Committee, partially in accordance with
               clause (i) and partially in accordance with clause (ii) of this
               Section 2(b). Shares so surrendered in accordance with clause
               (ii) or (iii) shall be valued at the Fair Market Value thereof on
               the date of exercise, surrender of such Shares to be evidenced by
               delivery of the certificate(s) representing such Shares in such
               manner, and endorsed in such form, or accompanied by stock powers
               endorsed in such form, as the Committee may determine.

         (c)   Option Period.

               (i)   General. The period during which an Incentive Stock Option
                     shall be exercisable shall not exceed ten (10) years from
                     the date such Incentive Stock Option is granted; provided,
                     however, that such Option may be sooner terminated in
                     accordance with the provisions of this Section 2(c) .
                     Subject to the foregoing, the Committee may establish a
                     period or periods with respect to all or any part of the
                     Incentive Stock Option during which such Option may not be
                     exercised and at the time of a subsequent grant of an
                     Incentive Stock Option or at such longer time as the
                     Committee may determine accelerate the right of the
                     Participant to exercise all or any part of the Incentive
                     Stock Option not then exercisable. The number of Shares
                     which may be purchased at any one time shall be 100 Shares,
                     a multiple thereof or the total number at the time
                     purchasable under the Incentive Stock Option.

               (ii)  Termination of Employment. If the Participant ceases to be
                     an employee of any member of the Company Group for any
                     reason other than Disability or death, any then outstanding
                     Incentive Stock Option held by the Participant shall
                     terminate on the earlier of the date on which such Option
                     would otherwise expire or three (3) months after such
                     termination of employment, and such Option shall be
                     exercisable, prior to its termination, to the extent it was
                     exercisable as of the date of termination of employment.

               (iii) Disability. If a Participant's employment is terminated by
                     reason of Disability, any then outstanding Incentive Stock
                     Option held by the Participant shall terminate on the
                     earlier of the date on which such Option would otherwise
                     expire or one (1) year after such termination of
                     employment, and such Option shall be exercisable, prior to
                     its termination, to the extent it was exercisable as of the
                     date of termination of employment.


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               (iv)  Death. If a Participant's employment is terminated by
                     death, the representative of the Participant's estate or
                     beneficiaries thereof to whom the Option has been
                     transferred shall have the right during the one (1) year
                     period following the date of the Participant's death to
                     exercise any then outstanding Incentive Stock Options in
                     whole or in part. The number of Shares in respect of which
                     an Incentive Stock Option may be exercised after a
                     Participant's death shall be the number of Shares in
                     respect of which such Option could be exercised as of the
                     date of the Participant's death. In no event may the period
                     for exercising an Incentive Stock Option extend beyond the
                     date on which such Option would otherwise expire.

         (d)   Non-transferability. An Incentive Stock Option shall not be
               transferable or assignable by the Participant other than by will
               or the laws of descent and distribution and shall be exercisable
               during the Participant's lifetime only by the Participant.

         (e)   Separate Agreements. Nonqualified Options may not be granted in
               the same agreement as an Incentive Stock Option.



                    III. NONQUALIFIED STOCK OPTION PROVISIONS

1.       Grant of Nonqualified Stock Options. Subject to the provisions of this
         Part III, the Committee shall from time to time determine those
         individuals eligible pursuant to Section 4 of Part I to whom
         Nonqualified Stock Options shall be granted and the number of Shares
         subject to, and terms and conditions of, such Options.

2.       Terms and Conditions of Nonqualified Stock Options. Each Nonqualified
         Stock Option shall be evidenced by an option agreement which shall be
         in such form as the Board shall from time to time approve, and which
         shall comply with and be subject to the following terms and conditions:

         (a)   Number of Shares. Each Nonqualified Stock Option agreement shall
               state the number of Shares covered by the agreement.

         (b)   Option Price and Method of Payment. The option price of each
               Nonqualified Stock Option shall be such price as the Committee,
               in its discretion, shall establish, and the Committee may, in its
               discretion, reduce the option price of such Option at any time
               prior to the exercise of the Option; provided however, that the
               option price may not be less than the greater of 85% of the Fair









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               Market Value of the Shares on the date the Nonqualified Stock
               Option is granted or the par value, if any, of the Shares.
               Notwithstanding the foregoing, Nonqualified Stock Options granted
               to "Covered Employees" (within the meaning of Section 162(m)(3)
               of the Code) shall not have an option price less than the Fair
               Market Value of the Shares on the date the Nonqualified Stock
               Option is granted. The option price shall be payable on exercise
               of the Option (i) in cash or by certified check, bank draft or
               postal or express money order, (ii) in the discretion of the
               Committee, by the surrender of Shares then owned by the
               Participant, or (iii) in the discretion of the Committee,
               partially in accordance with clause (i) and partially in
               accordance with clause (ii) of this Section 2 (b). Shares so
               surrendered in accordance with clause (ii) or (iii) shall be
               valued at the Fair Market Value thereof on the date of exercise,
               surrender of such Shares to be evidenced by delivery of the
               certificate(s) representing such Shares in such manner, and
               endorsed in such form, or accompanied by stock powers endorsed in
               such form, as the Committee may determine.

         (c)   Option Period.

               (i)   General. The period during which a Nonqualified Stock
                     Option shall be exercisable shall not exceed ten (10) years
                     from the date such Nonqualified Stock Option is granted;
                     provided, however, that such Option may be sooner
                     terminated in accordance with the provisions of this
                     Section 2 (c). Subject to the foregoing, the Committee may
                     establish a period or periods with respect to all or any
                     part of the Nonqualified Stock Option during which such
                     Option may not be exercised and at the time of a subsequent
                     grant of a Nonqualified Stock Option or at such longer time
                     as the Committee may determine accelerate the right of the
                     Participant to exercise all or any part of the Nonqualified
                     Stock Option not then exercisable. The number of Shares
                     which may be purchased at any one time shall be 100 Shares,
                     a multiple thereof or the total number at the time
                     purchasable under the Nonqualified Stock Option.

               (ii)  Termination of Employment. If the Participant ceases to be
                     an employee of any member of the Company Group or ceases to
                     perform services for any member of the Company Group for
                     any reason other than Disability or death, any outstanding
                     Nonqualified Stock Option held by the Participant shall
                     terminate on the earlier of the date on which such Option
                     would otherwise expire or three (3) months after such
                     termination of employment or the provision of services, and
                     such Option shall be exercisable, prior to its termination,
                     to the extent it was exercisable as of the date of
                     termination of employment or the date on which services
                     ceased to be performed.





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               (iii) Disability. If a Participant's employment or provision of
                     services is terminated by Disability, any then outstanding
                     Nonqualified Stock Option held by the Participant shall
                     terminate on the earlier of the date on which such Option
                     would otherwise expire or one (1) year after such
                     termination of employment or the provision of services, and
                     such Option shall be exercisable, prior to its termination,
                     to the extent it was exercisable as of the date of
                     termination of employment or the date on which services
                     ceased to be performed.

               (iv)  Death. If a Participant's employment or provision of
                     services is terminated by death, the representative of the
                     Participant's estate or beneficiaries thereof to whom the
                     Option has been transferred shall have the right during the
                     one (1) year period following the date of the Participant's
                     death to exercise any then outstanding Nonqualified Stock
                     Options in whole or in part. The number of Shares in
                     respect to which a Nonqualified Stock Option may be
                     exercised after a Participant's death shall be the number
                     of Shares in respect of which such Option could be
                     exercised as of the date of the Participant's death. In no
                     event may the period for exercising a Nonqualified Stock
                     Option extend beyond the date on which such Option would
                     otherwise expire.

         (d)   Non-transferability. Unless otherwise provided by the Committee,
               a Nonqualified Stock Option shall not be transferable or
               assignable by the Participant other than by will or the laws of
               descent and distribution, and shall be exercisable during the
               Participant's lifetime only by the Participant.



                                IV. MISCELLANEOUS

1.       Effective Date. This Plan shall become effective on February 17, 2000
         (the "Effective Date"), provided, however, that if the Plan is not
         approved by the shareholders of the Company prior to the expiration of
         the one year period commencing on the Effective Date, this Plan and all
         Options granted hereunder shall be null and void and shall be of no
         effect.

2.       Duration of Program. Unless sooner terminated, the Plan shall remain in
         effect for a period of ten years after the Effective Date and shall
         thereafter terminate. No Incentive Stock Options or Nonqualified Stock
         Options may be granted after the termination of this Plan; provided
         however, that except as otherwise provided in Section 1 of this Part
         IV, termination of the Plan shall not affect any Options previously
         granted, which such Options and shall remain in effect until exercised,
         surrendered or cancelled, or until they have expired, all in accordance
         with their terms.




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3.       Changes in Capital Structure, etc. In the event of changes in the
         outstanding common shares of the Company by reasons of stock dividends,
         stock splits, recapitalizations, mergers, consolidations, combinations
         or exchange of shares, separations, reorganizations, or liquidations,
         the number of Shares available under the Plan in the aggregate and the
         maximum number of Shares as to which Options may be granted to any
         Participant shall be correspondingly adjusted by the Committee. The
         Committee shall make appropriate adjustments in the number of Shares as
         to which outstanding Options, or portions thereof then unexercised,
         shall relate, to the end that the Participant's proportionate interest
         shall be maintained as before the occurrence of such events; such
         adjustment shall be made without change in the total price applicable
         to the unexercised portion of Options and with a corresponding
         adjustment in the option price per Share. In addition, if the Company
         is to be consolidated with or acquired by another entity in a merger,
         sale of all or substantially all of the Company's assets or otherwise,
         the Committee or the Board of Directors of any entity assuming the
         obligations of the Company hereunder, may, as to outstanding Options
         either (i) provide that such Options shall be assumed, or equivalent
         options shall be substituted, by the acquiring or successor corporation
         (or an affiliate thereof), (ii) upon written notice to the optionees,
         provide that all Options must be exercised, to the extent then
         exercisable, within a specified number of days of the date of such
         notice, at the end of which period the Options shall terminate, or
         (iii) terminate all Options in exchange for a cash payment equal to the
         excess of the Fair Market Value of the Shares subject to such Options
         (to the extent then exercisable) over the exercise price thereof.

4.       Rights as Shareholder. A Participant entitled to Shares as a result of
         the exercise of an Option shall not be deemed for any purpose to be, or
         have rights as, a shareholder of the Company by virtue of such
         exercise, except to the extent a stock certificate is issued therefor
         and then only from the date such certificate is issued. No adjustments
         shall be made for dividends or distributions or other rights for which
         the record date is prior to the date such stock certificate is issued.

5.       Expenses.  The expenses of this Plan shall be paid by the Company.

6.       Withholding. Any person exercising an Option shall be required to pay
         to the appropriate member of the Company Group the amount of any taxes
         such member is required by law to withhold with respect to the exercise
         of such Option. Such payment shall be due on the date such member is
         required by law to withhold such taxes. Such payment may also be made
         at the election of the optionee by the surrender of Shares then owned
         by the optionee, or the withholding of Shares otherwise to be issued to
         the optionee on exercise, in an amount that would satisfy the
         withholding amount due. Any election so made by optionees subject to
         Section 16(b) of the Securities Exchange Act of 1934, as amended shall
         be in accordance with the requirements of Rule 16b-3(e) under such Act
         and any interpretations thereof of the Securities and Exchange
         Commission. The value of such Shares withheld or delivered shall be
         equal to the Fair Market Value of such Shares on the date of exercise.




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         In the event that such payment is not made when due, the Company shall
         have the right to deduct, to the extent permitted by law, from any
         payment of any kind otherwise due to such person from any member of the
         Company Group, all or part of the amount required to be withheld.

7.       Compliance with Applicable Law. Notwithstanding anything herein to the
         contrary, the Company shall not be obligated to cause to be issued or
         delivered any certificates evidencing Shares to be delivered pursuant
         to the exercise of an Option, unless and until the Company is advised
         by its counsel that the issuance and delivery of such certificates is
         in compliance with all applicable laws and regulations of governmental
         authority. The Company shall in no event be obligated to register any
         securities pursuant to the Securities Act of 1933 (as now in effect or
         as hereafter amended) or to take any other action in order to cause the
         issuance and delivery of such certificates to comply with any such law
         or regulation. The Committee may require, as a condition of the
         issuance and delivery of such certificates and in order to ensure
         compliance with such laws and regulations, that the Participant make
         such covenants, agreements and representations as the Committee, in its
         sole discretion, deems necessary or desirable.

8.       Application of Funds. Any cash proceeds received by the Company from
         the sale of Shares pursuant to Options will be used for general
         corporate purposes.

9.       Amendment of the Plan. The Board may from time to time suspend or
         discontinue this Plan or revise or amend it in any respect whatsoever
         except that, without approval of the shareholders, no such revision or
         amendment shall make any changes requiring shareholder approval under
         Sections 162(m) or 422 of the Code. No such suspension, discontinuance,
         revision or amendment shall in any manner affect any grant theretofore
         made without the consent of the Participant or the transferee of the
         Participant, unless necessary to comply with applicable law.






















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