EXHIBIT 4.6

                      CENTURY PACIFIC FINANCIAL CORPORATION
                                   STOCK PLAN


SECTION 1. INTRODUCTION

     1.1  Establishment.  Effective as provided in Section 17,  Century  Pacific
Financial   Corporation,   a  Delaware   corporation  (the  "Company"),   hereby
establishes  this  plan of  stock-based  compensation  incentives  for  selected
Eligible  Participants of the Company or any Affiliated  Corporation.  This Plan
shall be known as the Stock Plan (the "Plan").

     1.2  Purpose.  The purpose of this Plan is to promote the best  interest of
the Company, and its stockholders by providing a means of non-cash  remuneration
to selected Eligible  Participants who contribute most to the operating progress
and earning power of the Company.

SECTION 2. DEFINITIONS

     The  following  definitions  shall be  applicable to the terms used in this
Plan:

     2.1 "Affiliated  Corporation" means any corporation that is now or shall be
during the term of this Plan  either a parent  corporation  with  respect to the
Company or a  subsidiary  corporation  with  respect to the Company  (within the
meaning of Sections 424(e) and (f), respectively, of the Internal Revenue Code;

     2.2 "Code"  means the Internal  Revenue Code of 1986,  as it may be amended
from time to time.

     2.3 "Committee"  means a committee  designated by the Board of Directors to
administer  this  Plan  or,  if no  committee  is so  designated,  the  Board of
Directors.  Any Committee member who is also an Eligible Participant may receive
an Option or Stock Award only if he abstains  from voting in favor of a grant to
himself,  and the grant is determined  and approved by the  remaining  Committee
members. The Board of Directors, in its sole discretion,  may at any time remove
any member of the Committee and appoint another  Director to fill any vacancy on
the Committee.

     2.4 "Common Stock" means the Company's $.0001 par value common stock.

     2.5  "Company"  means Century  Pacific  Financial  Corporation,  a Delaware
corporation, and any subsidiary or Affiliated Corporation.

     2.6 "Effective Date" means the effective date of this Plan, as set forth in
Section 17 hereof.

     2.7  "Eligible   Participant"  means  any  employee,   director,   officer,
consultant,  or advisor of the Company who is determined (in accordance with the
provisions  of  Section 4 hereof) to be  eligible  to receive an Option or Stock
Award hereunder.

     2.8  "Option"  means the  grant to an  Eligible  Participant  of a right to
acquire shares of Common Stock.
<PAGE>
     2.9 "Plan" means this Stock Plan, dated March 31, 2003.

     2.10 "Stock Award" means the grant to an Eligible  Participant of shares of
Common Stock  issuable  directly under this Plan rather than upon exercise of an
Option.

     Wherever appropriate,  words used in this Plan in the singular may mean the
plural,  the  plural  may  mean the  singular,  and the  masculine  may mean the
feminine.

SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN.

     Upon  adoption  by the  Company's  Board of  Directors,  this  Plan  became
effective as of March 31, 2003.  In the absence of contrary  action by the Board
of Directors, and except for action taken by the Committee pursuant to Section 4
in connection with the determination of Eligible Participants,  any action taken
by  the   Committee  or  by  the  Board  of   Directors   with  respect  to  the
implementation,  interpretation  or  administration of this Plan shall be final,
conclusive and binding.

SECTION 4. ELIGIBILITY AND AWARDS

     The Committee  shall  determine at any time and from time to time after the
effective date of this Plan: (i) the Eligible  Participants;  (ii) the number of
shares of Common Stock issuable directly or to be granted pursuant to an Option;
(iii) the price per share at which  each  Option  may be  exercised,  in cash or
cancellation  of  fees  for  services  for  which  the  Company  is  liable,  if
applicable,  or the  value per share if a direct  issue of stock  pursuant  to a
Stock  Award;  and (iv) the terms on which  each  Option  may be  granted.  Such
determination may from time to time be amended or altered at the sole discretion
of the Committee.  Notwithstanding  the provisions of Section 3 hereof,  no such
determination  by the Committee shall be final,  conclusive and binding upon the
Company unless and until the Board of Directors has approved the same; provided,
however,  that if the  Committee  is composed of a majority of the persons  then
comprising the Board of Directors of the Company,  such approval by the Board of
Directors shall not be necessary.

SECTION 5. GRANT OF OPTION OR STOCK AWARD

     Subject to the terms and  provisions of this Plan, the terms and conditions
under which an Option or Stock  Award may be granted to an Eligible  Participant
shall  be set  forth in a  written  agreement  (i.e.,  a  Consulting  Agreement,
Services Agreement,  Fee Agreement, or Employment Agreement) or, if an Option, a
written  Grant of Option in the form  attached  hereto as  Exhibit A (which  may
contain such  modifications  thereto and such other provisions as the Committee,
in its sole discretion, may determine).

SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK

     The total  number of shares of Common  Stock  reserved  for issuance by the
Company either directly as Stock Awards or underlying Options granted under this
Plan shall not be more than ten million (10,000,000). The total number of shares
of Common Stock reserved for such issuance may be increased only by a resolution
adopted by the Board of Directors and amendment of this Plan.  Such Common Stock
may be authorized and unissued or reacquired Common Stock of the Company.
<PAGE>
SECTION 7. COST BASIS AND PURCHASE PRICE OF SHARES OF COMMON STOCK

     The negotiated  cost basis of stock issued directly as a Stock Award or the
exercise  price for each Option to purchase  shares of Common  Stock shall be as
determined by the Committee, it being understood that the price so determined by
the Committee may vary from one Eligible  Participant  to another.  In computing
the negotiated  direct issue price as a Stock Award or the Option exercise price
per share of Common Stock,  the Committee shall take into  consideration,  among
other factors, the restrictions set forth in Section 11 hereof.

SECTION 8. TERMS AND CONDITIONS OF OPTIONS

     The  Committee  shall  determine  the terms and  conditions  of each Option
granted to Eligible Participants, which terms shall be set forth in writing. The
terms  and  conditions  so set by the  Committee  may  vary  from  one  Eligible
Participant to another.  In the event that all the Committee  approves an Option
permitting deferred payments, the Eligible  Participant's  obligation to pay for
such  Common  Stock may be  evidenced  by a  promissory  note  executed  by such
Eligible  Participant and containing such  modifications  thereto and such other
provisions as the Committee, in its sole discretion, may determine.

SECTION 9. DELIVERY OF SHARES OF COMMON STOCK

     The  Company  shall  deliver to each  Eligible  Participant  such number of
shares of Common  Stock as such  Eligible  Participant  is  entitled  to receive
pursuant  to a Stock Award or elects to  purchase  upon  exercise of the Option.
Such  shares,  which  shall be fully paid and  nonassessable  upon the  issuance
thereof  (unless  a  portion  or all of the  purchase  price  shall be paid on a
deferred basis) shall be represented by a certificate or certificates registered
in the name of the Eligible  Participant and stamped with an appropriate  legend
referring  to the  restrictions  thereon,  if  any.  Subject  to the  terms  and
provisions of the Delaware  Statutes and the written  agreement to which he is a
party, an Eligible  Participant  shall have all the rights of a stockholder with
respect to such  shares,  including  the right to vote the shares and to receive
all dividends or other  distributions  paid or made with respect thereto (except
to the extent such Eligible  Participant  defaults  under a promissory  note, if
any, evidencing the deferred purchase price for such shares), provided that such
shares shall be subject to the restrictions  hereinafter set forth. In the event
of a merger or  consolidation  to which the Company is a party,  or of any other
acquisition of a majority of the issued and  outstanding  shares of Common Stock
of the Company  involving an exchange or a substitution of stock of an acquiring
corporation  for  Common  Stock of the  Company,  or of any  transfer  of all or
substantially  all of the  assets of the  Company  in  exchange  for stock of an
acquiring corporation,  a determination as to whether the stock of the acquiring
corporation  so  received  shall be  subject  to the  restrictions  set forth in
Section 11 shall be made solely by the acquiring corporation.

SECTION 10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS

     10.1 Employment.  Nothing  contained in this Plan or in any Option or Stock
Award  granted  under this Plan shall confer upon any Eligible  Participant  any
right with respect to the  continuation  of his or her employment by the Company
or any  Affiliated  Corporation,  or  interfere in any way with the right of the
Company or any  Affiliated  Corporation,  subject  to the terms of any  separate
employment  agreement to the contrary,  at any time to terminate such employment
or to increase or decrease the compensation of the Eligible Participant from the
<PAGE>
rate in existence at the time of the grant of an Option or Stock Award.  Whether
an authorized  leave of absence,  or absence in military or government  service,
shall constitute  termination of employment shall be determined by the Committee
at the time.

     10.2 Non-transferability.  No right or interest of any Eligible Participant
in an Option or Stock  Award  shall be  assignable  or  transferable  during the
lifetime of the Eligible  Participant,  either voluntarily or involuntarily,  or
subjected  to any  lien,  directly  or  indirectly,  by  operation  of  law,  or
otherwise,  including  execution,  levy,  garnishment,   attachment,  pledge  or
bankruptcy.  However, the Board of Directors may, in its sole discretion, permit
transfers to family members if and to the extent such transfers are  permissible
under  applicable  securities  laws.  In the event of an Eligible  Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall  be  transferable  by  testamentary  will  or  the  laws  of  descent  and
distribution,  and  delivery  of any shares of Common  Stock due under this Plan
shall be made to, and  exercise  of any  Options  may be made by,  the  Eligible
Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee a person  entitled to payments or to exercise  rights with  respect to
this Plan is unable to care for his or her affairs because of mental  condition,
physical  condition,  or age,  payment  due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.

SECTION 11. GENERAL RESTRICTIONS

     11.1 Investment Representations. The Company may require any person to whom
an Option or Stock Award is granted,  as a condition of exercising  such Option,
or receiving such Stock Award, to give written  assurances in substance and form
satisfactory  to the  Company  and its counsel to the effect that such person is
acquiring  the Common Stock  subject to the Option or Stock Award for his or her
own account for  investment  and not with any  present  intention  of selling or
otherwise  distributing the same, and to such other effects as the Company deems
necessary or appropriate  in order to comply with federal and  applicable  state
securities laws.

     11.2  Restrictions on Transfer of Common Stock.  The shares of Common Stock
issuable  directly  as a Stock  Award or upon  exercise  of an Option may not be
offered for sale, sold or otherwise  transferred except pursuant to an effective
registration  statement  or  pursuant to an  exemption  from  registration,  the
availability  of which is to be established to the  satisfaction of the Company,
and any certificates  representing  shares of Common Stock will bear a legend to
that effect.  However,  the Company may, in the sole  discretion of the Board of
Directors,  register with the Securities and Exchange  Commission some or all of
the shares of Common Stock reserved for issuance under this Plan. Special resale
restrictions may,  however,  continue to apply to officers,  directors,  control
shareholders  and affiliates of the Company and such persons will be required to
obtain an opinion of counsel as regards their ability to resell shares  received
pursuant to this Plan.

     11.3 Compliance  with Securities  Laws. Each Option or Stock Award shall be
subject to the  requirement  that if at any time  counsel to the  Company  shall
determine  that the  listing,  registration  or  qualification  of the shares of
Common Stock subject to such Option or Stock Award upon any securities  exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  or  regulatory  body,  is  necessary  as a  condition  of,  or  in
<PAGE>
connection with, the issuance or purchase of shares  thereunder,  such Option or
Stock  Award may not be accepted  or  exercised  in whole or in part unless such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected or obtained on conditions  acceptable to the Committee.  Nothing herein
shall be deemed to require the  Company to apply for or to obtain such  listing,
registration or qualification.

     11.4 Changes in Accounting  Rules.  Notwithstanding  any other provision of
this Plan to the contrary,  if, during the term of this Plan, any changes in the
financial or tax  accounting  rules  applicable to Options or Stock Awards shall
occur that, in the sole judgment of the Committee,  may have a material  adverse
effect on the reported  earnings,  assets or  liabilities  of the  Company,  the
Committee shall have the right and power to modify as necessary,  or cancel, any
then outstanding and unexercised Options.

SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS

     Each  Eligible  Participant  shall be liable for payment of all  applicable
federal,  state and local income taxes  incurred as a result of the receipt of a
Stock Award or an Option,  the exercise of an Option, and the sale of any shares
of Common  Stock  received  pursuant  to a Stock  Award or upon  exercise  of an
Option. The Company may be required,  pursuant to applicable tax regulations, to
withhold  taxes  for an  Eligible  Participant,  in  which  case  the  Company's
obligations  to deliver  shares of Common  Stock upon the exercise of any Option
granted under this Plan or pursuant to any Stock Award,  shall be subject to the
Eligible  Participant's  satisfaction of all applicable federal, state and local
income and other income tax withholding requirements.

SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES

     In the event  that,  at any time or from time to time,  any Option or Stock
Award is assigned or transferred to any party (other than the Company)  pursuant
to the  provisions of Section 10.2 hereof,  such party shall take such Option or
Stock Award pursuant to all  provisions  and conditions of this Plan,  and, as a
condition  precedent  to the transfer of such  interest,  such party shall agree
(for and on behalf of himself or itself,  his or its legal  representatives  and
his or its  transferees and assigns) in writing to be bound by all provisions of
this Plan.

SECTION 14. COSTS AND EXPENSES

     All  costs and  expenses  with  respect  to the  adoption,  implementation,
interpretation and administration of this Plan shall be borne by the Company.

SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY

     Appropriate  adjustments  shall be made to the  number  of shares of Common
Stock issuable pursuant to an incomplete or pending Stock Award that has not yet
been delivered or upon exercise of any Options and the exercise price thereof in
the event of: (i) a subdivision  or  combination of any of the shares of capital
stock of the Company;  (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company.
<PAGE>
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION

     The Board,  upon  recommendation of the Committee or at its own initiative,
at any time  may  terminate  and at any  time  and from  time to time and in any
respect, may amend or modify this Plan, including:

     (a)  Increase the total  amount of Common  Stock that may be awarded  under
          this Plan, except as provided in Section 15 of this Plan;

     (b)  Change the classes of persons from which Eligible  Participants may be
          selected or materially  modify the  requirements as to eligibility for
          participation in this Plan;

     (c)  Increase the benefits accruing to Eligible Participants; or

     (d)  Extend the duration of this Plan.

     Any Option or other Stock Award granted to a Eligible  Participant prior to
the date this Plan is  amended,  modified  or  terminated  will remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided,  however,  that  this  sentence  shall  not  impair  the  right of the
Committee  to take  whatever  action it deems  appropriate  under  Section 11 or
Section 15. The termination or any  modification or amendment of this Plan shall
not, without the consent of a Eligible  Participant,  affect his rights under an
Option or other Stock Award previously granted to him.

SECTION 17. EFFECTIVE DATE OF THIS PLAN

     17.1 Effective  Date. This Plan is effective as of March 31, 2003, the date
it was adopted by the Board of Directors of the Company.

     17.2 Duration of this Plan.  This Plan shall terminate at midnight on March
30 2008 which is the day before the fifth anniversary of the Effective Date, and
may be extended thereafter or terminated prior thereto by action of the Board of
Directors; and no Option or Stock Award shall be granted after such termination.
Options and Stock Awards  outstanding at the time of this Plan's termination may
continue to be exercised,  or become free of  restrictions,  in accordance  with
their terms.

SECTION 18. BURDEN AND BENEFIT

     The terms and  provisions  of this Plan  shall be binding  upon,  and shall
inure  to  the  benefit  of,  each  Eligible  Participant,   his  executives  or
administrators, heirs, and personal and legal representatives.

     Dated as of the 31st day of March, 2003.


                                   CENTURY PACIFIC FINANCIAL CORPORATION


                                   By: /s/ David L. Hadley
                                       -----------------------------------------
                                       David L. Hadley, President

ATTEST:


/s/ Syed M. Huq
------------------------------
Syed M. Huq, Secretary
<PAGE>


                                    EXHIBIT A

                                     FORM OF
                         GRANT OF OPTION PURSUANT TO THE
                      CENTURY PACIFIC FINANCIAL CORPORATION
                                   STOCK PLAN

     Century  Pacific  Financial   Corporation,   a  Delaware  corporation  (the
"Company"),  hereby grants to  ________________________________  ("Optionee") an
Option to purchase  ___________ shares of common stock,  $.______ par value (the
"Shares")  of the  Company  at the  purchase  price of  $______  per share  (the
"Purchase Price"), in accordance with and subject to the terms and conditions of
Stock Plan (the "Plan").  This option is  exercisable  in whole or in part,  and
upon  payment  in cash  or  cancellation  of  fees,  or  other  form of  payment
acceptable  to the Company,  to the offices of the Company at 1505 E. Weber Dr.,
Suite 120, Tempe, AZ 85281.

     This Grant of Option  supersedes  and  replaces  any prior notice of option
grant, description of vesting terms or similar documents previously delivered to
Optionee for options granted on the date stated below.

     Unless  otherwise set forth in a separate written  agreement,  in the event
that  Optionee's  employee or  consultant  status with the Company or any of its
subsidiaries ceases or terminates for any reason whatsoever,  including, but not
limited  to,  death,  disability,  or  voluntary  or  involuntary  cessation  or
termination, this Grant of Option shall terminate with respect to any portion of
this  Grant of Option  that has not  vested  prior to the date of  cessation  or
termination  of  employee  or  consultant  status,  as  determined  in the  sole
discretion of the Company.  In the event of termination for cause, this Grant of
Option shall  immediately  terminate  in full with  respect to any  un-exercised
options,  and any vested but un-exercised  options shall immediately  expire and
may  not  be  exercised.  Unless  otherwise  set  forth  in a  separate  written
agreement,  vested options must be exercised within six months after the date of
termination  (other than for cause),  notwithstanding  the  Expiration  Date set
forth below.

     Subject to the preceding  paragraph,  this Grant of Option,  or any portion
hereof,  may be exercised  only to the extent vested per the attached  schedule,
and must be  exercised  by Optionee  no later than  ____________________________
(the "Expiration Date") by (i) notice in writing,  signed by Optionee;  and (ii)
payment of the Purchase  Price pursuant to the terms of this Grant of Option and
the Plan. Any portion of this Grant of Option that is not exercised on or before
the Expiration Date shall lapse.  The notice must refer to this Grant of Option,
and it must  specify  the  number of shares  being  purchased,  and  recite  the
consideration  being paid therefor.  Notice shall be deemed give non the date on
which the notice is received by the Company.

     This Option shall be considered validly exercised once payment therefor has
cleared the banking  system or the Company has issued a credit memo for services
in the appropriate  amount,  or receives a duly executed  acceptable  promissory
note,  if the Option is granted  with  deferred  payment,  and the  Company  has
received written notice of such exercise.  If payment is not received within two
business  days after the date the notice is  received,  the Company may deem the
notice to be invalid.

     If Optionee fails to exercise this Option in accordance  with this Grant of
Option,  then this Grant of Option shall terminate and have no force and effect,
<PAGE>
in which event the Company and  Optionee  shall have no  liability to each other
with respect to this Grant of Option.

     This Option may be  executed  simultaneously  in two or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

     The validity, construction and enforceability of this Grant of Option shall
be construed  under and  governed by the laws of the State of Delaware,  without
regard to its rules  concerning  conflicts  of laws,  and any action  brought to
enforce this Grant of Option or resolve any controversy,  breach or disagreement
relative  hereto  shall be  brought  only in a court of  competent  jurisdiction
within the County of ______, State of Delaware.

     The shares of common  stock  issuable  upon  exercise  of the  Option  (the
"Underlying  Shares")  may not be  sold,  exchanged,  assigned,  transferred  or
permitted to be transferred, whether voluntarily,  involuntarily or by operation
of law, delivered,  encumbered,  discounted,  pledged, hypothecated or otherwise
disposed  of until  (i) the  Underlying  Shares  have been  registered  with the
Securities  and  Exchange  Commission  pursuant  to  an  effective  registration
statement  on  Form  S-8,  or such  other  form  as may be  appropriate,  in the
discretion of the Company;  or (ii) an Opinion of Counsel,  satisfactory  to the
Company, has been received,  which opinion sets forth the basis and availability
of any  exemption  for  resale or  transfer  from  federal  or state  securities
registration requirements.

     This Grant of Option  relates to options  granted on  ____________________,
_____.


                                   CENTURY PACIFIC FINANCIAL CORPORATION

                                   BY THE BOARD OF DIRECTORS
                                   OR A SPECIAL COMMITTEE THEREOF

                                        NOT FOR EXECUTION
                                   By:


OPTIONEE:

NOT FOR EXECUTION
<PAGE>
                         GRANT OF OPTION PURSUANT TO THE
                      CENTURY PACIFIC FINANCIAL CORPORATION
                                   STOCK PLAN

OPTIONEE:
OPTIONS GRANTED:
PURCHASE PRICE:  $______ per Share
DATE OF GRANT:
EXERCISE PERIOD:  __________________ to __________________

VESTING SCHEDULE:

   OPTION ON
    #SHARES         DATE VESTED (ASSUMING CONTINUED EMPLOYMENT, ETC.)

  -----------       -------------
  -----------       -------------
  -----------       -------------
  -----------       -------------

EXERCISED TO DATE:  ________________, INCLUDING THIS EXERCISE

BALANCE TO BE EXERCISED:  _______________

================================================================================

                               NOTICE OF EXERCISE
                 (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)

TO: Century Pacific Financial Corporation ("Optionor")

     The  undersigned,   the  holder  of  the  Option  described  above,  hereby
irrevocably  elects to exercise the purchase  rights  represented by such Option
for,  and to purchase  thereunder,  _____________  shares of the Common Stock of
Century   Pacific   Financial   Corporation   and  herewith   makes  payment  of
_________________  therefor.  Optionee  requests that the  certificates for such
shares be issued in the name of  Optionee  and be  delivered  to Optionee at the
address of  ______________________________,  and if such shares shall not be all
of the shares purchasable hereunder, represents that a new Notice of Exercise of
like tenor for the  appropriate  balance of the  shares,  or a portion  thereof,
purchasable  under the Grant of Option  pursuant to the Stock Plan, be delivered
to Optionor when and as appropriate.


                                   OPTIONEE:

                                   NOT FOR EXECUTION

Dated: