EXHIBIT 4.1

                           NORTH PACIFIC CAPITAL CORP.
                           RETAINER STOCK PLAN FOR
                    NON-EMPLOYEE DIRECTORS AND CONSULTANTS

1.  Introduction.

This plan shall be known as the "North Pacific Capital Corp.
Retainer Stock Plan for Non-Employee Directors and Consultants"
is hereinafter referred to as the "Plan".  The purposes of the
Plan are to enable North Pacific Capital Corp., a Nevada
corporation (the "Company"), to promote the interests of the
Company and its shareholders by attracting and retaining non-
employee Directors and Consultants capable of furthering the
future success of the Company and by aligning their economic
interests more closely with those of the Company's shareholders,
by paying their retainer fees in the form of shares of the
Company's common stock (the "Common Stock") on the terms and
conditions to be agreed between the Company and these persons.

2.  Definitions

The following terms shall have the meanings set forth below:

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

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder.  References to any
provision of the Code or rule or regulation thereunder shall be
deemed to include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as
more fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained
by the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock Account
pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Divided Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the
date of distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Company's Common Stock on the last
trading day prior to the date with respect to which the Fair
Market Value is to be determined or such other value as the
Company's Board of Directors may, in its sole discretion, determine.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to
a Participant pursuant to Section 5 (without regard to the effect
of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of    , 2000 ("Effective Date"),
provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit
of shares of Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable
laws and regulations.

5.  Grant of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be, at the discretion of
the Committee, payable in shares of Common Stock ("Stock
Retainer") pursuant to this Plan.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer to be delivered: (a) on the date
which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for
any reason ("Departure Date") or (c) in five equal annual
installments commencing on the Departure Date ("Third
Anniversary" and "Departure Date" each being referred to herein
as a "Delivery Date").  Such Deferral Election shall remain in
effect for each Subsequent Year unless changed, provided that,
any Deferral Election with respect to a particular Year may not
be changed less than six (6) months prior to the beginning of
such Year and provided, further, that no more than one Deferral
Election or change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall
be made by delivering written notice thereof to the Committee no
later than six (6) months prior to the beginning of the Year in
which it is to be effected; provided that, with respect to the
Year beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates.  So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
then on the payment date for any dividend paid or other
distribution made with respect to the Common Stock the Deferred
Stock Account shall be credited, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date.  Except with
respect to a Deferral Election pursuant to Section 6(c), or other
agreement between the parties, such shares shall be delivered at
one time; provided that, if the number of shares so delivered
includes a fractional share, such number shall be rounded to the
nearest whole number of shares.  If the Participant has in effect
a Deferral Election pursuant to Section 6(c), then such shares
shall be delivered in five equal annual installments (together
with dividends attributable to such shares credited to such
Deferred Stock Account), with the first such installment being
delivered on the first anniversary of the Delivery Date.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, "Trust") to assist it in accumulating the shares of Common
Stock needed to fulfill its obligations under this Section 8.
However, Participants shall have no beneficial or other interest
in the Trust and the assets thereof, and their rights under the
Plan shall be as general creditors of the Company, unaffected by
the existence or nonexistence of the Trust, except that
deliveries of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant
to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all
of the following conditions:

(i)  Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(ii)  Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary
or advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is One Million (1,000,000).
Shares of Common Stock issuable under the Plan may be taken from
treasury shares of the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights of offering to purchase Common Stock at a
price below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case
other than any such Transaction which constitutes a Change of
Control (as defined below), (i) the Deferred Stock Accounts shall
be credited with the amount and kind of shares or other property
which would have been received by a holder of the number of
shares of Common Stock held in such Deferred Stock Account had
such shares of Common Stock been outstanding as of the
effectiveness of any such Transaction, (ii) the number and kind
of shares or other property subject to the Plan shall likewise be
appropriately adjusted to reflect the effectiveness of any such
Transaction and (iii) the Committee shall appropriately adjust
any other relevant provisions of the Plan and any such
modifications by the Committee shall be binding and conclusive on
all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another
form of property, references in the Plan to the Common Stock
shall be deemed, where appropriate, to refer to such other form
of property, with such other modifications as may be required for
the Plan to operate in accordance with its purposes.  Without
limiting the generality of the foregoing, references to delivery
of certificates for shares of Common Stock shall be deemed to
refer to delivery of cash and the incidents of ownership of any
other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on
the date of the Change of Control:  (i) the shares of Common
Stock held in each Participant's Deferred Stock Account shall be
deemed to be issued and outstanding as of the Change of Control;
(ii) the Company shall forthwith deliver to each Participant who
has a Deferred Stock Account all of the shares of Common Stock or
any other property held in such Participant's Deferred Stock or
any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any
of the following events:

(i)  The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (a) the then outstanding shares of common stock of the
Company or (b) the combined voting power of the then outstanding
voting securities of the Company entitle to vote generally in the
election of directors.

(ii)  Individuals who, as of the date hereof, constitute the Board
of the Company cease for any reason to constitute at least a
majority of the Board of Directors of the Company.

(iii)  Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the
sale or other disposition of all or substantially all of the
assets of the Company.

13.  Administration; Amendment and Termination

(a)  The Plan shall be administered by a committee consisting of
all persons who are current directors of the Company
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions
and make all such determinations in connection with the plan as
it may deem necessary or desirable.

(b)  The Board may from time to time make such amendments to the
Plan, including to preserve or come within exemption from
liability under Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as it may deem proper and
in the best interest of the Company provided, that, if and to the
extent required for the Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan
shall be made more than once in any six (6) month period that
would change the amount, price or timing of the grants of Common
Stock hereunder other than to comform with changes in the
Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act of 174, as amended, or the
regulations thereunder.  (c) The Board may terminate the Plan at
any time by a vote of a majority of the members thereof but shall
terminate on September 18, 2003 at the latest and no grants made
be made pursuant to the Plan after that date.  The provisions of
the Plan governing Deferred Stock Accounts shall survive the
termination of the Plan.

14.  Miscellaneous

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection
by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any share of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from
any other payment due to the Participant, or by a cash payment to
the Company by the Participant.

15.  Governing Law

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.

North Pacific Capital Corp.
By:/s/
Chief Executive Officer