[ EXHIBIT 4.1 -  PHCC 2003 BENEFIT PLAN ]


                   THE 2003 STOCK, OPTION AND RESTRICTED STOCK
                                  BENEFIT PLAN
                                       OF
                            PERFECT HEALTHCARE CORP.

Perfect Healthcare Corp., a Nevada corporation (the "Company"), hereby adopts
The 2003 Stock, Option and Restricted Stock Benefit Plan of Perfect Healthcare
Corp. (the "Plan") this 1st day of July 2003. Under the Plan, the Company may
issue stock, or grant options to acquire the Company's common stock, par value
$0.001 (the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions set forth herein ("Benefits"). In
addition, at the discretion of the Board of Directors, Benefits may from time to
time be granted under this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its subsidiaries but
are not employees of the Company or its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. Furthermore, no stock may be issued, or option granted, under the
benefit plan to consultants, advisors, or other persons who directly or
indirectly promote or maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers, employees,
consultants and key advisors capable of contributing to the future success of
the Company, and rewarding those individuals who have contributed to the success
of the Company. The Company has designed this Plan to aid it in retaining the
services of executives and employees and in attracting new personnel when needed
for future operations and growth and to provide such personnel with an incentive
to remain employees of the Company, to use their best efforts to promote the
success of the Company's business, and to provide them with an opportunity to
obtain or increase a proprietary interest in the Company. It is also designed to
permit the Company to reward those individuals who are not employees of the
Company but who management perceives to have contributed to the success of the
Company or who are important to the continued business and operations of the
Company. The above goals will be achieved through the granting of Benefits.

2. Administration. The Plan shall be administered by the Board of Directors of
the Company (the 'Board') which shall keep the minutes of its proceedings with
regard to the Plan and all records, documents, and data pertaining to its
administration of the Plan. A majority of the members of the Board shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Board may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a majority of its
members. Any decision or determination reduced to writing and signed by a
majority of the members shall be as effective as if it had been made by a
majority vote at a meeting properly called and held. All questions of
interpretation and application of the Plan shall be subject to the determination
of the Board. The actions of the Board in exercising all of the rights, powers
and authorities set out in this Plan, when performed in good faith and in its
sole judgment, shall be final, conclusive, and binding on the parties.

3. Shares of Stock Subject to this Plan. A total of Five Million (5,000,000)
Shares of Common Stock may be subject to, or issued pursuant to, Benefits
granted under this Plan. If any right to acquire Stock granted under this Plan
is exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company (treasury stock).

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction, or for establishing,
maintaining or promoting a public market for the Company's securities. In any
case, the Plan Administrators shall determine, based on the foregoing
limitations and the Company's best interests, which employees, officers,
directors, consultants and advisors are eligible to participate in this Plan.
Benefits shall be in the amounts, and shall have the rights and be subject to
the restrictions, as may be determined by the Plan Administrators, all as may be
within the provisions of this Plan.

6. Authority to Grant Stock Awards. The Board in its discretion and subject to
the provisions of the Plan may, from time to time, grant to eligible individuals
of the Company Stock Awards. The Board may award and issue shares of Common
Stock under the Plan in fulfillment of such Stock Awards. Stock Awards may be
made in lieu of cash compensation or as additional compensation. Stock Awards
may also be made pursuant to performance-based goals established by the Board.

Subject only to any applicable limitations set forth in the Plan, the number of
shares of Common Stock covered by any Stock Award shall be determined by the
Board.

7.  Stock Awards.

(a) Awards in Lieu of Compensation. The Board may grant Common Stock to an
Eligible Individual under the Plan, without any payment by the individual, in
lieu of certain cash compensation or as additional compensation. The Stock Award
is subject to appropriate tax withholding. After compliance with the tax
withholding requirements, a stock certificate shall be issued to the individual
recipient of the Stock Award. The certificate shall bear such legend, if any, as
the Board determines is reasonably required by applicable law. Prior to receipt
of a Stock Award, the individual must comply with appropriate requests of the
Board to assure compliance with all relevant laws.

(b) Performance Based Awards. The Board may award shares of Common Stock,
without any payment for such shares, to designated individuals if specified
performance goals established by the Board are satisfied. The designation of an
employee eligible for a specific performance-based Stock Award shall be made by
the Board in writing prior to the beginning of the twelve month period for which
the performance is measured. The Board shall establish the number of shares to
be issued to a designated employee if the performance goal is met. The Board
must certify in writing that a performance goal has been met prior to issuance
of any certificate for a performance-based Stock Award to any employee. If the
Board certifies the entitlement of an employee to the performance-based Stock
Award, the certificate shall be issued to the employee as soon as
administratively practicable, and subject to other applicable provisions of the
Plan, including but not limited to, all legal requirements and tax withholding.
Performance goals determined by the Board may be based on specified increases in
net profits, stock price, Company or segment sales, market share, earnings per
share, and/or return on equity.

8. Option Awards.

     a. Term of Options issued as Benefits and Certain Limitations on Right to
     Exercise.

          i. Each Option issued as a benefit hereunder ("Option") shall have its
          term established by the Plan Administrators at the time the Option is
          granted.

          ii. The term of the Option, once it is granted, may be reduced only as
          provided for in this Plan and under the express written provisions of
          the Option.

          iii. Unless otherwise specifically provided by the written provisions
          of the Option or required by applicable disclosure or other legal
          requirements promulgated by the Securities and Exchange Commission
          ("SEC"), no participant of this Plan or his or her legal
          representative, legatee, or distributee will be, or shall be deemed to
          be, a holder of any shares subject to an Option unless and until such
          participant exercises his or her right to acquire all or a portion of
          the Stock subject to the Option and delivers the required
          consideration to the Company in accordance with the terms of this Plan
          and then only as to the number of shares of Stock acquired. Except as
          specifically provided in this Plan or as otherwise specifically
          provided by the written provisions of the Option, no adjustment to the
          exercise price or the number of shares of Stock subject to the Option
          shall be made for dividends or other rights for which the record date
          is prior to the date on which the Stock subject to the Option is
          acquired by the holder. iv. Options shall vest and become exercisable
          at such time or times and on such terms as the Plan Administrators may
          determine at the time of the grant of the Option.

          v. Options may contain such other provisions, including further lawful
          restrictions on the vesting and exercise of the Options as the Plan
          Administrators may deem advisable.

          vi. In no event may an Option be exercised after the expiration of its
          term.

          vii. Options shall be non-transferable, except by the laws of descent
          and distribution.

          viii. No person shall be granted in any calendar year the right to
          purchase more than 300,000 shares.

b. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options, which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

c. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified
check or personal check payable to the Company.

d. Termination of Employment. Upon termination of an Option holder's active
employment with the Corporation and its subsidiaries for any reason (including
illness or disability), the Option and rights thereunder shall terminate on the
date of termination of employment. The Board has the discretion in the event the
Option holder takes a leave of absence from the Corporation and its subsidiaries
for personal reasons or for military service to take such action in respect of
the Option as the Board may deem appropriate, including extending the time
following termination of active employment during which the Option holder is
entitled to purchase the shares of Common Stock subject to his Option. If an
Option holder's employment with the Corporation and its subsidiaries terminates
by reason of death or retirement pursuant to normal Corporation policies, the
retired employee or the personal representative of the deceased employee may
elect to exercise the Option at any time following the termination of the Option
holder's employment. In no event may any Option be exercised after the
expiration of its term.

9. Registration. The Company may, but shall not be obligated to, register any
securities covered by a Stock Award, or securities underlying an Option award,
pursuant to the Securities Act of 1933 (as now in effect or as hereafter
amended) and, in the event any shares are registered, the Company may remove any
legend on certificates representing these shares. The Company shall not be
obligated to take any other affirmative action in order to cause the Stock Award
to comply with any law or regulation of any governmental authority.

10. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Grantee's
liability and will be reimbursed by Grantee no later than six months after such
liability arises and Grantee hereby agrees to such reimbursement terms.

11. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization. The Company, at its option, may adjust
the Options, issue replacements, or declare Options void.

12. Employment Obligation. The granting of any Stock Award shall not impose upon
the Company any obligation to employ or continue to employ any grantee; and the
right of the Company to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that a Stock
Award has been granted to him.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the Fifteen Millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

ATTEST:


/s/ Antoine Jorjour
-------------------------------------
President, CEO