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                                                                     EXHIBIT 4.1

                             2000 STOCK OPTION PLAN

                  1. Purpose. Staff Builders, Inc., a Delaware corporation (the
"Company"), intends that this 2000 Stock Option Plan (the "Plan") will provide
incentive to key employees, directors and consultants of the Company or its
subsidiaries to continue and increase their efforts to improve operating
results, to remain in the employ or service of the Company or its subsidiaries,
and to have a greater financial interest in the Company though ownership of its
Common Stock.


                  2. Administration. The Compensation and Stock Option Committee
of the Company appointed by the Board of Directors of the Company (the
"Committee"), and consisting of no fewer than two directors, shall administer
the Plan. Each member of the Committee must be a "non-employee director" as
defined by Rule 16b-3 of the Securities Exchange Act of 1934. The Committee
shall have full power to construe and interpret the Plan, to establish and amend
rules and regulations for its administration and to determine those persons to
whom options shall be granted, subject to the limitations set forth in the Plan.
All actions taken and decisions made by the Committee pursuant to the Plan shall
be final and conclusive.


                  3. Eligibility. Persons eligible to receive options shall be
key employees and non-employee directors of and consultants regularly providing
services to the Company or any subsidiary of the Company; provided, however,
members of the Committee shall not be eligible to receive options under the
Plan. Nothing contained in the Plan shall be deemed to require the Company to
continue the employment of, or any other contractual arrangement with, any
optionee.

                  4. Stock Subject to the Plan. Stock to be offered under the
Plan shall be shares of the Company's Class A Common Stock, par value $.01 per
share, which may be authorized but unissued shares or shares acquired by the
Company and held in its treasury, as the Board of Directors may determine.
Subject to Section 6 of the Plan, not more than 3,000,000 shares of Common Stock
shall be sold on exercise of options granted under the Plan. If the Board of
Directors determines that it is in the best interest of the Company to do so, an
optionee may surrender all or part of his options and be granted in lieu thereof
new options for the purchase of a greater or lesser number of shares, whether or
not the option price is lower or higher than the option price applicable to the
options surrendered.


                  For purposes of the Plan, the term "Common Stock" includes any
stock into which such Common Stock shall have been changed or any stock
resulting from any reclassification of such Common Stock.


                  5. Award of Options. The Committee may, in its discretion,
grant options under the Plan from time to time prior to the expiration often
years from the date on which the Company's Board of Directors adopts the Plan.
The Committee may grant options effective as of any date within such ten-year
period as is specified by the Committee in the Stock Option

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Agreement (defined in Section 7(k)) relating to such options. The shares covered
by the unexercised portion of any terminated or expired options shall become
available again for the grant of options under the Plan.


                  6. Adjustments.

                     (a) Subject to any required action by the stockholders of
the Company, in the event that the outstanding shares of Common Stock are
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company or of another
corporation by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, spin-off, combination of shares
or share dividends, the Committee shall adjust the number and kind of shares for
the purchase of which options may be granted under the Plan and the number and
kind of shares as to which outstanding options, or portions thereof then
unexercised shall be exercisable. In any such case, the Committee shall make
such adjustment in outstanding options without change in the total price
applicable to the unexercised portion of the option and with a corresponding
adjustment in the option price per share. In the event that the number of shares
of Common Stock is increased by sale of additional shares or conversion of
securities convertible into such shares or any other similar event not referred
to in the first sentence of this Section, the Committee may in its discretion,
but shall not be obligated to, adjust the number or kind of shares for the
purchase of which options have been granted under the Plan.


                     (b) Should the Company sell all or substantially all of its
assets and discontinue its business, or merge or consolidate with another
entity, or liquidate or dissolve in connection with those events, then, in lieu
of its obligation under Section 6(a), the Company's Board of Directors may amend
or adjust both the Plan and outstanding options so as to terminate the Plan
completely, or to continue the Plan with respect to the exercise of options
which were exercisable at the date the Board of Directors adopted the plan of
sale, merger, consolidation, or liquidation, or may take other actions as it
deems desirable and appropriate. In any such case, however, each optionee will
be given either (i) a reasonable time in which to exercise his options (to the
extent possible under the options' terms as set forth in Section 7(c)) before
the effectiveness of the sale and discontinuation, merger, consolidation or
liquidation, or (ii) the right to obtain, for his payment of the option price,
an equivalent amount of any securities such optionee would have been entitled to
obtain in consequence of that event, had he exercised his options (to the extent
possible under the options' terms as set forth in Section 7(c)) immediately
before the plan of sale and discontinuation, merger, consolidation, or
liquidation was adopted.


                     (c) Should the Company be recapitalized in a transaction
not covered by Section 6(a) by the issuance of any class or classes of
securities in exchange for Common Stock, the Board of Directors shall amend the
Plan and outstanding options to reflect an equivalent number of such securities
as being subject to the Plan and such options and to reflect an adjusted option
price per unit of such securities as would equitably be obtained in accordance
with the terms otherwise applicable to the actual exchange.


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                  (d) Neither Section 6(b) nor 6(c) will require the Company to
issue any fractional share under the Plan or upon exercise of outstanding
options; and any amount payable for option exercise will be appropriately
reduced in respect of any such fractional shares otherwise required by operation
of those Sections, but not issued by reason of this Section 6(d).


         7. Terms of Option. All options under the Plan shall be subject to the
following conditions and to such other conditions as the Committee and the
optionee may agree:


                  (a) Option Term. No option granted under the Plan will be
exercisable earlier than the date six months following the date on which the
option is granted or after the expiration often years from the date on which the
option is granted.


                  (b) Option Price. The Committee shall determine the option
price per share, which shall not be less than the Fair Market Value of such
share, and shall be set forth in the Stock Option Agreement. For the purposes of
the Plan, "Fair Market Value" means, on a per share basis, (i) the closing price
reported on the OTC Bulletin Board, any Nasdaq stock market, including Nasdaq
Stock Market's National Market and Small Cap Market or any stock exchange
(collectively, a "Market Listing") for Common Stock on the date of grant, or if
the date of grant is not a trading day, on the trading day immediately preceding
the date on which the Committee granted the options (or if no sale was quoted on
a Market Listing on such date, on the next preceding day on which there was such
a sale) or (ii) if there is no Market Listing, the fair market value determined
by the Board of Directors or the Committee.

                  (c) Vesting Schedule. Options granted on a given date shall
become exercisable at such times and in such amounts as the Committee shall
determine. However, in no event shall any option become exercisable earlier than
the date six months following the date on which the option is granted.

         When an installment of options has become exercisable, the optionee may
exercise that installment, in whole or in part, at any time prior to the
expiration or termination of the options. Subject to Section 7(a) of the Plan,
the Committee may accelerate the time at which outstanding options may be
exercised.

         Notwithstanding any schedule for vesting stated above or other exercise
schedule or entitlement which effectively precludes full and immediate exercise
of the related option, any option will become immediately exercisable in full
upon the occurrence of particular events or as the Board of Directors may
thereafter determine to be advisable, provided that, at the time of such
occurrence or determination, the optionee has remained continuously employed by
the Company or any subsidiary for at least six months from the date of grant of
such option. Without limitation, those particular events include the following:
(i) a change in control of the Company


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in a transaction or occurrence, or a related series of transactions or
occurrences, resulting from a material change in ownership of Common Stock and
evidenced by cessation in service as directors of a majority of those persons
theretofore serving as members of the Board;

(ii) the sale by the Company of all or substantially all of its assets and the
discontinuance of its business, or the merger or consolidation of the Company
with another entity, or the liquidation of the Company in connection with those
events, any of which results in a change in control described in (i); or (iii) a
determination by the Board of Directors that immediate exercisability would be
in the best interests of the Company and advisable for protection of the rights
intended to be granted under the option.


                  (d) Exercise of Options. Only the optionee to whom the Company
has granted such rights or his guardian or legal representative may exercise
options. Shares may be purchased from time to time on the exercise of stock
options only by sending a written notice of election to exercise in the form
attached to the Stock Option Agreement, together with full payment of the option
price therefor, to the Secretary of the Company (i) in cash (or an equivalent
check or other form of payment acceptable to the Company), or (ii) if the
Committee shall approve in its sole discretion, other Common Stock of the
Company currently registered in the name of, or beneficially owned by, the
holder and surrendered in due form for transfer to the Company. In the case of
payment in the Company's Common Stock, such stock shall be valued at its Fair
Market Value (as defined in Section 7(b) of the Plan) as of the date of
surrender of the Common Stock.

                  (e) Termination of Options. If an optionee ceases to be
employed by or to provide services to the Company or a subsidiary for any
reason, such optionee may exercise the options theretofore granted to him within
a period of three months after his employment or service terminates, for not
more than the number of shares as to which options were exercisable by him on
the date he ceased to be employed or to serve, except that:

                      (i) if the Company has terminated his employment or
service for Cause (as defined in the Stock Option Agreement), all options
granted to him and theretofore unexercised shall terminate automatically on
notice of termination; and

                      (ii) if the optionee's employment or service shall have
terminated because of his death; or if the optionee shall have died during the
three months immediately following termination of his employment or service
(other than because of an event referred to in clause (i) above), the options
theretofore granted to him may be exercised by the estate of the decedent, or by
a person who acquired the right to exercise such options by bequest or
inheritance, or by reason of the death of the decedent, at any time within nine
months after the optionee's death, for up to the number of shares as to which
options were exercisable by the optionee on the date he ceased to be employed or
to provide services.


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         Notwithstanding the provisions of this Section 7(e), nothing herein
will extend the terms of the options specified in Section 7(a) of the Plan.

                  (f) Payment of Taxes. Upon settlement of any options, it shall
be a condition to the obligation of the Company that the optionee pay to the
Company such amount as the Company may request for the purpose of satisfying its
liability to withhold federal, state or local income or other taxes.

                  (g) Applicable Regulations. The Company shall not be obligated
to sell or issue any shares upon exercise of any option if the exercise thereof
or the delivery of shares thereunder would constitute a violation of any federal
or state securities law or listing requirements of any national securities
exchange or automated quotation system of a registered securities association on
which the Common Stock may be listed or quoted.

                  (h) Purchase for Investment. In the event that the Company has
not registered the shares with respect to which options are being exercised
under the Securities Act of 1933, as amended, each optionee electing to purchase
such shares will be required to represent that he is acquiring such shares for
investment purposes only and not with a view to the sale or distribution
thereof, and to make such other representations as are deemed necessary by
counsel to the Company. Stock certificates evidencing such unregistered shares
acquired upon exercise of options shall bear a restrictive legend stating as
follows:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE PLEDGED OR HYPOTHECATED AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL
FOR THE COMPANY SUCH A LEGEND IS NOT NECESSARY.


                  (i) Rights as a Stockholder. The optionee shall have no rights
as a stockholder with respect to any shares covered by an option until the date
of issuance of a stock certificate for such shares. Without limiting the
foregoing, the Company shall make no adjustment for dividends or other rights
for which the record date is prior to the date such stock certificate is issued.

                  (I) Transfer of Option. A stock option shall not be
transferrable, otherwise than by will or by the laws of descent and
distribution.


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                  (k) Form of Option. Options shall be evidenced by Stock Option
Agreements ("Stock Option Agreements") in such form as shall not be inconsistent
with the Plan. Any Stock Option Agreement entered into pursuant thereto may
contain such other terms, provisions and conditions not inconsistent herewith as
shall be determined by the Committee.

         8. Use of Proceeds. Proceeds from the sale of Common Stock under the
Plan shall be added to the general funds of the Company.

         9. Indemnification of Committee. In addition to such other rights of
indemnification as they may have as members of the Board of Directors or as
members of the Committee, the Company shall indemnify the members of the
Committee against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or in connection
with the Plan or any award made under the Plan, and against all amounts paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except a judgment based upon a finding of bad faith. Upon the institution of any
such action, suit or proceeding, a Committee member shall notify the Company in
writing, giving the Company an opportunity, at its own expense, to handle and
defend the same before such Committee member undertakes to handle it on his own
behalf.

         10. Successors in Interest. The Plan may be adopted and continued by
any successor or successors of the Company, whether by merger, consolidation,
sales of assets or otherwise. Whether or not the Plan is so adopted and
continued, the obligations of the Company under the Plan shall be binding upon
any such successor or successors, and for this purpose reference in the Plan to
the Company shall be deemed to include any such successors.

         11. Amendment or Termination of the Plan. The Board of Directors may in
its discretion terminate the Plan with respect to any shares for which options
have not theretofore been granted. The Board of Directors and the Committee
shall have the right to alter or amend the Plan or any part thereof from time to
time; provided, however, no change which would impair the right of an optionee
may be made in any options theretofore granted, without consent of such
optionee.

         12. Expenses. The Company shall bear the expenses of administering the
Plan, other than taxes or similar charges payable by any optionee.

         13. Effective Date. Options may be granted under the Plan after the
Plan has been adopted by the Board of Directors.

         14. Funding. Anything herein contained to the contrary notwithstanding,
the Company shall not be required to set aside any amount at any time to fund
any obligations of the Company to make any payments to any optionee.


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         15. Right to Discharge Reserved. Nothing in the Plan shall confer upon
an optionee or any other person the right to continue in the employment of the
Company or any subsidiary or affect any right which the Company or such
subsidiary may have to terminate the employment of the optionee or any other
person.

         16. Governing Law. All questions pertaining to the construction,
validity and effect of the Plan, or to the rights of any person under the Plan,
shall be determined in accordance with the laws of the State of New York.