EXHIBIT 4.1

                   POORE BROTHERS, INC. 1995 STOCK OPTION PLAN
                        (as amended through May 22, 2001)

     1. PURPOSE. The Poore Brothers, Inc. 1995 Stock Option Plan (the "Plan") is
intended to provide  incentives  which will attract and retain highly  competent
persons as directors,  officers and key employees of Poore  Brothers,  Inc. (the
"Company")  and its  subsidiaries  by providing  them  opportunities  to acquire
shares of Common  Stock,  par value  $.01 per  share  ("Common  Stock"),  of the
Company.

     2.  ADMINISTRATION.  The Plan will be  administered  by a committee  of the
Board of  Directors  (the  "Committee")  which shall be comprised of one or more
directors who shall be  ineligible to receive  options while serving as a member
of the  Committee;  PROVIDED,  HOWEVER,  that if the Common Stock of the Company
becomes  registered  under the Securities  Exchange Act of 1934, as amended (the
"1934 Act"),  members of the  Committee  must qualify as  disinterested  persons
within the  meaning  of Rule 16b-3  under the 1934 Act;  and  PROVIDED  FURTHER,
HOWEVER,  that,  in the absence of a Committee,  all of the authority and powers
granted to the  Committee  under the Plan may be exercised  by the  then-serving
members of the Board of Directors of the Company.  The Committee is  authorized,
subject to the provisions of the Plan, to establish  such rules and  regulations
as it deems  necessary  for proper  administration  of the Plan and to make such
determinations  and  interpretations  and to take such action in connection with
the  Plan  as  it  deems  necessary  or  advisable.   All   determinations   and
interpretations  made by the  Committee  shall be binding and  conclusive on all
participants and their legal representatives.  No member of the Board, no member
of the  Committee  and no employee of the Company or its  subsidiaries  shall be
liable for any act or failure to act hereunder,  by any other member or employee
or by an agent to whom duties in connection with the administration of this Plan
have been delegated or, except in circumstances  involving his bad faith,  gross
negligence or fraud, for any act or failure to act by the member or employee.

     3. PARTICIPANTS.  Participants will consist of such directors, officers and
key  employees of the Company or its  subsidiaries  as the Committee in its sole
discretion determines to be significantly responsible for the success and future
growth and  profitability  of the Company and whom the  Committee  may designate
from time to time to receive  Stock  Options  under the Plan.  Designation  of a
participant in any year shall not require the Committee to designate such person
to receive a Stock Option in any other year or, once designated,  to receive the
same type or amount of Stock Option as granted to the  participant  in any year.
The Committee  shall  consider  such factors as it deems  pertinent in selecting
participants  and in determining the type and amount of their  respective  Stock
Options.

     4. SHARES  RESERVED  UNDER THE PLAN.  Two  Million  Five  Hundred  Thousand
(2,500,000)  shares of  authorized  but  unissued  shares  of  Common  Stock are
reserved for issue and may be issued in connection  with Stock  Options  granted
under the Plan. Any shares subject to Stock Options or issued under such options
may  thereafter  be subject to new options  under this Plan if there is a lapse,
expiration or termination of any such options prior to issuance of the shares or
if shares are issued under such options and  thereafter  are  reacquired  by the
Company  pursuant  to rights  reserved  by the Company  upon  issuance  thereof,
subject  to  any  Securities  and  Exchange   Commission   rules  regarding  the
availability of such shares, if applicable.

     5. STOCK OPTIONS. Stock Options will consist of awards from the Company, in
the form of  agreements,  which will  enable  the holder to  purchase a specific
number of shares of Common Stock,  at set terms and at a fixed  purchase  price,
subject to adjustment as hereinafter  provided.  Stock Options may be "incentive
stock  options"  within the meaning of Section 422 of the Internal  Revenue Code
("Incentive  Stock Options") or Stock Options which do not constitute  Incentive
Stock  Options  ("Nonqualified  Stock  Options").  The  Committee  will have the
authority  to grant to any  participant  one or more  Incentive  Stock  Options,
Nonqualified  Stock Options,  or both types of Stock Options.  Each Stock Option
shall be subject to such terms and  conditions  consistent  with the Plan as the
Committee may impose from time to time, subject to the following limitations:

          a) EXERCISE PRICE. Each Stock Option granted hereunder shall have such
per-share  exercise  price as the  Committee may determine at the date of grant;
PROVIDED, HOWEVER, that the per-share exercise price for Incentive Stock Options
shall not be less than 100% of the Fair Market  Value of the Common Stock on the
date the option is granted; and PROVIDED,  FURTHER,  that the per-share exercise
price  for  Nonqualified  Stock  Options  shall not be less than 85% of the Fair
Market Value of the Common Stock on the date the option is granted.

          b) PAYMENT OF EXERCISE PRICE. The option exercise price may be paid by
check or, in the  discretion  of the  Committee,  by the  delivery  of shares of
Common  Stock,  or a combination  thereof,  or such other  consideration  as the
Committee may deem appropriate.
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          c) EXERCISE  PERIOD.  Stock  Options  granted  under the Plan shall be
exercisable  at such time or times and subject to such terms and  conditions  as
shall be determined by the Committee;  PROVIDED,  HOWEVER, that no Stock Options
shall be exercisable earlier than six months after the date they are granted. In
addition,  Stock Options shall not be exercisable later than ten years after the
date they are granted.  All Stock Options shall  terminate at such earlier times
and  upon  such  conditions  or  circumstances  as the  Committee  shall  in its
discretion set forth in such Stock Option at the date of grant.

          d) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options may
be granted only to  participants  who are employees of the Company or one of its
subsidiaries (within the meaning of Section 424(f) of the Internal Revenue Code)
at the date of grant. The aggregate Fair Market Value (determined as of the time
the option is granted) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by a participant  during any calendar
year  (under  all option  plans of the  Company)  shall not exceed  $100,000.00.
Incentive Stock Options may not be granted to any  participant  who, at the time
of grant,  owns stock possessing (after the application of the attribution rules
of Section 424(d) of the Code) more than 10% of the total combined  voting power
of all classes of stock of the Company,  unless the option price is fixed at not
less than 110% of the Fair Market Value of the Common Stock on the date of grant
and the exercise of such option is prohibited by its terms after the  expiration
of five years from the date of grant of such option.

     6. ADJUSTMENT PROVISIONS.

          a) If the Company shall at any time change the number of issued shares
of Common  Stock  without new  consideration  to the  Company  (such as by stock
dividend,  stock split,  recapitalization,  reorganization,  exchange of shares,
liquidation,  combination or other change in corporate  structure  affecting the
Common Stock), the total number of shares available for Stock Options under this
Plan shall be  appropriately  adjusted and the number of shares  covered by each
outstanding  Stock Option and the reference  price shall be adjusted so that the
net value of such Stock Option shall not be changed.

               (1) In the case of any  sale of  assets,  merger,  consolidation,
combination or other corporate  reorganization  or  restructuring of the Company
with or into another  corporation which results in the outstanding  Common Stock
being  converted  into or  exchanged  for  different  securities,  cash or other
property,  or  any  combination  thereof  (an  "Acquisition"),  subject  to  the
provisions of this Plan and any limitation  applicable to the Stock Option,  any
participant  to whom a Stock  Option  has been  granted  shall  have  the  right
thereafter  and during the term of the Stock  Option,  to receive upon  exercise
thereof in whole or in part the  Acquisition  Consideration  (as defined  below)
receivable  upon the  Acquisition  by a holder of the number of shares of Common
Stock  which  might have been  obtained  upon  exercise  of the Stock  Option or
portion thereof, as the case may be, immediately prior to the Acquisition.

     The term  "Acquisition  Consideration"  shall  mean the kind and  amount of
securities,  cash or other  property or any  combination  thereof  receivable in
respect of one share of Common Stock upon consummation of an Acquisition.

          (b)  Notwithstanding  any other  provision of this Plan, the Committee
may  authorize  the  issuance,  continuation  or  assumption of Stock Options or
provide  for other  equitable  adjustments  after  changes in the  Common  Stock
resulting from any other merger,  consolidation,  sale of assets, acquisition of
property or stock,  recapitalization  reorganization or similar  occurrence upon
such terms and conditions as it may deem equitable and appropriate.

     7. NONTRANSFERABILITY.

          a) Each Stock Option granted under the Plan to a participant shall not
be transferable  and shall be exercisable,  during the  participant's  lifetime,
only by the participant.

          b) If the participant shall cease to be either a director or a regular
full-time  employee of the Company or its subsidiaries for any reason other than
a termination  for cause or a termination  by reason of death,  any  unexercised
portion of said Stock Option shall  terminate  sixty (60) days after the date of
the  termination  of  employment,  or upon the  expiration  of the Stock Option,
whichever shall first occur.

          c) If the event that the  participant's  employment is terminated  for
cause, the unexercised  portion of the Stock Option shall terminate  immediately
upon  the  giving  of the  notice  of such  termination.  For  purposes  of this
paragraph,   "for   cause"   shall   mean   incompetence,    gross   negligence,
insubordination, conviction of a felony or willful misconduct by the participant
as  determined  in good  faith by the Board of  Directors  of the  Company,  the
Committee or the Board of Directors  of the  subsidiary  of the Company by which
the participant is employed. Nothing in this Plan or in any Stock Option granted

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pursuant to this Plan shall confer on any  participant  the right to continue in
the employ of the Company or any of its  subsidiaries,  or  interfere in any way
with the  right of the  Company  or any of its  subsidiaries  to  terminate  the
participant's employment at any time.

          d) In the event of the  death of the  participant,  the  participant's
estate shall have the privilege of exercising any Stock Options not  theretofore
exercised by the participant, to the extent that the participant was entitled to
exercise such rights on the date of the participant's  death; but in such event,
the period of time within  which the  purchase or exercise  may be made shall be
the earlier of (a) 180 days next  succeeding the death of the participant or (b)
the expiration of the term of the Stock Option.

     8. OTHER PROVISIONS.  The award of any Stock Option under the Plan may also
be subject to such other  provisions  (whether  or not  applicable  to any Stock
Option  awarded  to  any  other   participant)   as  the  Committee   determines
appropriate,  including  without  limitation,  provisions  for  the  installment
purchase  of  Common  Stock  under  Stock  Options,  provisions  to  assist  the
participant  in financing the  acquisition  of Common Stock,  provisions for the
forfeiture of, or restrictions on resale or other disposition of shares acquired
under  any  form  of  Stock  Option,   provisions   for  the   acceleration   of
exercisability  or vesting of Stock  Options in the event of a change of control
of the  Company,  provisions  for the  payment of the value of Stock  Options to
participants in the event of a change of control of the Company,  provisions for
the  forfeiture  of, or provisions  to comply with federal and state  securities
laws, or  understandings  or conditions  as to the  participant's  employment in
addition to those specifically provided for under the Plan.

     9. FAIR  MARKET  VALUE.  For  purposes  of this Plan and any Stock  Options
awarded  hereunder,  "Fair Market Value" shall be the average of the highest and
lowest sale prices for the Company's Common Stock on the date of calculation (or
on the last preceding  trading date if the Company's Common Stock was not traded
on the date of calculation) if the Company's Common Stock is readily tradable on
a national  securities  exchange or other market  system,  and if the  Company's
Common  Stock is not readily  tradable,  Fair Market Value shall mean the amount
determined in good faith by the Committee as the fair market value of the Common
Stock of the Company.

     10.  WITHHOLDING.  All payments or distributions  made pursuant to the Plan
shall be net of any  amounts  required to be  withheld  pursuant  to  applicable
federal, state and local tax withholding  requirements.  If the Company proposes
or is required to distribute  Common Stock  pursuant to the Plan, it may require
the  recipient  to  remit  to  it an  amount  sufficient  to  satisfy  such  tax
withholding  requirements  prior to the  delivery of any  certificates  for such
Common Stock.  The Committee may, in its discretion and subject to such rules as
it may adopt, permit a participant to pay all or a portion of the federal, state
and local  withholding  taxes  arising  in  connection  with the  exercise  of a
Nonqualified  Stock  Option by election to have the Company  withhold  shares of
Common Stock having a Fair Market Value equal to the amount to be withheld.

     11. TENURE. A participant's right, if any, to continue to serve the Company
or a subsidiary of the Company as an officer, director,  employee, or otherwise,
shall not be enlarged or otherwise  affected by his designation as a participant
under the Plan.

     12. DURATION,  AMENDMENT AND TERMINATION.  No Stock Option shall be granted
more  than  ten  years  after  the  date  of the  approval  of the  Plan  by the
shareholders of the Company,  PROVIDED,  HOWEVER,  that the terms and conditions
applicable  to any Stock Option  granted  prior to such date may  thereafter  be
amended or modified by mutual agreement  between the Company and the participant
or such other  persons as may then have an  interest  therein.  Also,  by mutual
agreement  between the Company and a  participant  hereunder  or under any other
present or future  plan of the  Company,  Stock  Options  may be granted to such
participant in substitution  and exchange for, and in cancellation of, any Stock
Options previously granted such participant under the Plan, or any other present
or future plan of the Company.  The Board of  Directors  may amend the Plan from
time to time or terminate the Plan at any time. However, no action authorized by
this  paragraph  shall reduce the amount of any existing  Stock Option or change
the terms and conditions thereof without the participant's consent. No amendment
of the Plan shall,  without  approval of the  shareholders  of the Company,  (i)
materially  increase  the total  number of shares  which may be issued under the
Plan; (ii)  materially  increase the amount or type of Stock Options that may be
granted  under  the  Plan;  (iii)  materially  modify  the  requirements  as  to
eligibility  for Stock Options under the Plan;  (iv) result in any member of the
Committee  losing his or her status as a  disinterested  person under Rule 16b-3
under the 1934 Act; or (vi) extend the term of this Plan.

     13.  GOVERNING LAW. The Plan,  Stock Options  granted  hereunder and action
taken in connection  herewith shall be governed and construed in accordance with
the laws of the State of Delaware  (regardless  of the law that might  otherwise
govern under applicable Delaware principles of conflict of laws).

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     14.  GOVERNMENT  REGULATIONS.  The Plan and the grant and exercise of Stock
Options hereunder,  and the obligation of the Company to sell and deliver shares
under  such  Benefits,  shall be  subject  to all  applicable  laws,  rules  and
regulations,  including  without  limitation  all  applicable  federal and state
securities laws.

     15. SHAREHOLDER APPROVAL. The Plan was adopted by the Board of Directors of
the Company on May 25, 1995. The Plan and any Stock Options  granted  thereunder
shall be null and void if  shareholder  approval is not obtained  within  twelve
(12) months of the adoption of the Plan by the Board of Directors.

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