EXHIBIT 4.1

                                 EMB CORPORATION
                           1999 STOCK PLAN, AS AMENDED


1. Purpose. The purpose of this 1999 Stock Plan, as Amended (the "Plan") is to
advance the interests of EMB Corporation, a Hawaii corporation ("EMB"), and its
shareholders by offering to those officers, employees, directors and consultants
of EMB and its subsidiaries who will be responsible for the long-term growth of
EMB's earnings the opportunity to acquire or increase their equity interests in
EMB, thereby achieving a greater commonality of interest between shareholders,
employees, directors and consultants, enhancing EMB's ability to retain and
attract both highly qualified employees, directors and consultants and providing
an additional incentive to such individuals to achieve EMB's long-term business
plans and objectives.

2. Award Opportunities. Awards (individually, an "Award"; collectively, the
"Awards") under the Plan may be granted in the form of Common Stock that is
restricted and must be purchased by the officer, employee, director or
consultant (the "Restricted Common Stock").

3. Administration.

     (A) Committee. The Plan shall be administered by EMB's Compensation
     Committee (the "Committee") of the Board authorized by the Board. The
     Committee shall consist of no less than two directors of EMB who shall be
     appointed, from time to time, by the Board; provided that the President of
     EMB, may, if permitted by the Board, act as a committee of one. All
     references in the Plan to the Board shall refer only to the Committee.

     (B) Authority. The Board, or the Committee, to the extent the Board has
     delegated such authority to the Committee, shall have full and final
     authority with respect to the Plan (i) to interpret all provisions of the
     Plan consistent with law; (ii) to determine the individuals who will
     receive Awards; (iii) to determine the frequency of grant of Awards; (iv)
     to determine the number of shares of Restricted Common Stock to be granted
     to each individual; (v) to prescribe the form and terms of instruments
     evidencing any Award granted under the Plan; (vi) to adopt, amend and
     rescind general and special rules and regulations for the Plan's
     administration; and (vii) to make all other determinations necessary or
     advisable for the administration of the Plan. The Board may, with the
     consent of the person who has been granted an Award under the Plan, amend
     the instrument regarding such Award consistent with the provisions of the
     Plan.

     (C) Indemnification. No member of the Board or the Committee shall be
     liable for any action taken or determination made in good faith. The
     members of the Board and the Committee shall be indemnified by EMB for any
     acts or omissions in connection with the Plan to the full extent permitted
     by Federal, Hawaii or California laws.


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4. Eligibility. Participation in the Plan shall be determined by the Board and
shall be limited to officers, employees, directors and consultants of EMB and
its subsidiaries (individually, a "Participant"; collectively, the
"Participants").

5. Stock Subject to Plan. Subject to adjustments as provided in Section 9(A)
hereof, the aggregate amount of Common Stock as to which Awards may be granted
under the Plan shall not exceed 8,250,000 shares and may be authorized but
unissued shares or treasury shares. The Board shall maintain records showing the
cumulative number of shares of Restricted Common Stock.

6. Restricted Common Stock.

     (A) Granting of Restricted Common Stock. The Board may, in its sole
     discretion and subject to the provisions of the Plan, grant to eligible
     officers, employees, directors or consultants at such times as it deems
     appropriate following adoption of the Plan by the Board, shares of
     Restricted Common Stock.

     (B) Price of Restricted Common Stock. The price at which Restricted Common
     Stock may be purchased by a Participant under the Plan shall be determined
     by the Board and shall be 100% of the fair market value, per share, of the
     Common Stock at the time the Restricted Common Stock was granted. Each
     certificate evidencing shares of Restricted Common Stock shall be inscribed
     with a legend substantially as follows: "The shares of common stock of EMB
     Corporation, evidenced by this certificate are subject to the terms and
     restrictions of the EMB Corporation 1999 Stock Plan, as Amended. Such
     shares are subject to forfeiture or cancellation under the terms of said
     Plan and shall not be sold, transferred, assigned, pledged, encumbered, or
     otherwise alienated or hypothecated except pursuant to the provisions of
     said Plan, a copy of which is available from EMB Corporation, upon
     request."

     (C) Persons Subject to Section 16 of the Exchange Act. Participants who are
     subject to Section 16 of the Exchange Act are hereby advised that reliance
     on Rule 16b3 may require that any equity security of EMB acquired upon
     exercise of Restricted Common Stock by such person be held at least until
     the date six months after the date of grant of the Restricted Common Stock.

7. Other Provisions.

     (A) No Right to Employment. Neither the adoption of the Plan nor its
     operation, nor any document describing or referring to the Plan, or any
     part thereof, shall confer upon any Participant under the Plan any right to
     continue in the employ or as a consultant of EMB or a subsidiary or shall
     in any way affect the right and power of EMB or a subsidiary to terminate
     the employment or consulting arrangement of any Participant under the Plan
     at any time with or without assigning a reason therefor.

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     (B) Tax Withholding. The Board shall have the right to deduct from any
     settlement of an Award, including without limitation the delivery or
     vesting of Common Stock, made under the Plan any Federal, state, or local
     taxes of any kind required by law to be withheld with respect to such
     payments or to take any such other action as may be necessary in the
     opinion of the Board to satisfy all obligations for payment of such taxes.
     If Common Stock that would otherwise be delivered in settlement of the
     Award are used to satisfy tax withholding, such Common Stock shall be
     valued based on their Fair Market Value determined in accordance with
     section 6(B) when the tax withholding is required to be made. Participants
     who are subject to Section 16 of the Exchange Act are hereby advised that
     pursuant to Rule 16b3 thereunder the use of shares to satisfy tax
     withholding will be treated as the exercise of a Stock Appreciation Right.

     (C) Amendment and Termination. The Board may at any time suspend, amend, or
     terminate the Plan, and, without limiting the foregoing, the Board shall
     have the express authority to amend the Plan from time to time, with or
     without approval by the shareholders, in the manner and to the extent that
     the Board believes is necessary or appropriate in order to cause the Plan
     to conform to provisions of Rule 16b3 under the Exchange Act and any other
     rules under Section 16 of the Exchange Act, as any of such rules may be
     amended, supplemented, or superseded from time to time. Except for
     adjustments made in accordance with Section 9(A), the Board may not,
     without the consent of the grantee of the Award, alter or impair any Award
     previously granted under the Plan. No Award may be granted during any
     suspension of the Plan or after termination thereof. In addition to Board
     approval of an amendment, if the amendment would: (i) materially increase
     the benefits accruing to Participants; (ii) increase the number of shares
     of Common Stock deliverable under the Plan (other than in accordance with
     the provisions of Section 9(A); or (iii) materially modify the requirements
     as to eligibility for participation in the Plan, then such amendment shall
     be approved by the holders of a majority of EMB's outstanding capital stock
     represented and entitled to vote at a meeting held for the purpose of
     approving such amendment to the extent required by Rule 16b3 of the
     Exchange Act.

     (D) Effective Date of the Plan. The Plan, as Amended, was adopted by the
     Board on July 20, 2000.

     (E) Duration of the Plan. Unless previously terminated by the Board, the
     Plan shall terminate at the close of business on July 30, 2005, and no
     Award shall be granted under it thereafter, but such termination shall not
     affect any Award theretofore granted.

     (F) Use of Certain Terms. The terms "parent" and "subsidiary" shall have
     the meanings ascribed to them in Section 424 of the Code and unless the
     context otherwise requires, the other terms defined in Section 421, 422,
     and 424, inclusive, of the Code and regulations and revenue rulings
     applicable thereto, shall have the meanings attributed to them therein.