EXHIBIT 4.1

                   SPECTRUM SCIENCE & SOFTWARE HOLDINGS CORP.
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                      2004 NON-STATUTORY STOCK OPTION PLAN

                             ADOPTED MARCH 11, 2004

     1.     PURPOSE  OF  THE  PLAN.  The  Spectrum  Science  & Software Holdings
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Corp.,  2004 Non-Statutory Stock Option Plan (the "Plan") is intended to advance
the  interests  of Spectrum Science & Software Holdings Corp. (the "Company") by
inducing  individuals,  and  eligible  entities  (as  hereinafter  provided)  of
outstanding ability and potential to join, remain with, or provide consulting or
advisory  services  to,  the  Company,  by  encouraging  and  enabling  eligible
employees,  non-employee  Directors,  consultants  and  advisors  to  acquire
proprietary  interests  in  the  Company,  and  by  providing  the participating
employees,  non-employee  Directors, consultants and advisors with an additional
incentive  to  promote  the  success  of  the  Company.  This is accomplished by
providing  for  the  granting  of Non-Statutory Stock Options (the "Options") to
employees,  non-employee  Directors,  consultants  and  advisors.

     2.     ADMINISTRATION.  The  Plan  shall  be  administered  by the Board of
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Directors  of  the  Company  (the  "Board  of Directors") or by a committee (the
"Committee")  chosen  by  the Board of Directors.  Except as herein specifically
provided,  the  interpretation and construction by the Board of Directors or the
Committee  of  any provision of the Plan or of any Option granted under it shall
be final and conclusive.  The receipt of Options by Directors, or any members of
the  Committee,  shall not preclude their vote on any matters in connection with
the  administration  or  interpretation  of  the  Plan.

     3.     SHARES  SUBJECT  TO  THE PLAN.  The stock subject to Options granted
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under  the  Plan shall be shares of the Company's Common Stock, par value $.0001
per  share  (the "Common Stock"), whether authorized but unissued or held in the
Company's  treasury.  The  maximum number of shares of Common Stock which may be
issued  pursuant  to  Options  granted  under  the  Plan shall not exceed in the
aggregate  ten  million (10,000,000) shares, subject to adjustment in accordance
with  the provisions of Section 11 hereof.  The Company shall at all times while
the  Plan  is  in force reserve such number of shares of Common Stock as will be
sufficient  to satisfy the requirements of all outstanding Options granted under
the  Plan.  In  the  event  any  Option  granted  under the Plan shall expire or
terminate  for  any  reason without having been exercised in full or shall cease
for  any  reason  to be exercisable in whole or in part, the un-purchased shares
subject  thereto  shall  again  be  available  for  Options  under  the  Plan.

     4.     PARTICIPATION.  The  class  of  individual  or  entity that shall be
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eligible  to  receive  Options  under the Plan shall be all employees (including
officers)  and non-employee Directors of, or consultants and advisors to, either
the  Company  or  any  subsidiary corporation of the Company; provided, however,
that  Options  shall  not be granted to any such consultants and advisors unless
(i)  bona  fide  services  have been or are to be rendered by such consultant or
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advisor  and  (ii) such services are not in connection with the offer or sale of
securities  in  a  capital  raising  transaction.  The Board of Directors or the
Committee,  in  its  sole discretion, but subject to the provisions of the Plan,
shall determine the employees and non-employee Directors of, and the consultants
and  advisors  to,  the  Company and its subsidiary corporations to whom Options
shall  be granted, and the number of shares to be covered by each Option, taking
into  account  the  nature  of  the  employment  or  services  rendered  by  the
individuals  or  entities  being  considered,  their  annual compensation, their


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present  and  potential  contributions  to  the success of the Company, and such
other  factors  as  the  Board  of Directors or the Committee may deem relevant.

     5.     STOCK OPTION AGREEMENT.  Each Option granted under the Plan shall be
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authorized by the Board of Directors or the Committee, and shall be evidenced by
a  Stock  Option  Agreement  which  shall  be executed by the Company and by the
individual or entity to whom such Option is granted.  The Stock Option Agreement
shall  specify  the  number  of shares of Common Stock as to which any Option is
granted, the period during which the Option is exercisable, the option price per
share  thereof,  and  such other terms and provisions not inconsistent with this
Plan.

     6.     GRANT OF NON-STATUTORY STOCK OPTIONS.  The Options granted under the
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Plan  are  not  intended to meet the requirements of Section 422 of the Internal
Revenue  Code of 1986, as amended (the "Code").  The Options shall be subject to
the  following  terms  and  conditions:

     (1)       An  Option may be granted to any individual or entity eligible to
receive  an  Option  under  the  Plan  pursuant  to  Section  4  hereof.

     (2)      The  option  price  of  the  shares  of Common Stock subject to an
Option  shall  be  determined by the Board of Directors or the Committee, in its
sole  discretion,  at  the  time  of  the  grant  of  the  Option.

     (3)     An  Option  granted under the Plan may be of such duration as shall
be  determined  by  the  Board of Directors or the Committee (subject to earlier
termination  as  expressly  provided  in  Section  9  hereof).

     7.     RIGHTS  OF  OPTION  HOLDERS.  The holder of any Option granted under
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the  Plan  shall  have  none  of the rights of a stockholder with respect to the
stock  covered  by  his Option until such stock shall be transferred to him upon
the  exercise  of  his  Option.

     8.     TRANSFERABILITY.  No  Option  granted  under  the  Plan  shall  be
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transferable  by  the individual or entity to whom it was granted otherwise than
by  will  or  the  laws of descent and distribution, and, during the lifetime of
such  individual, shall not be exercisable by any other person, but only by him.

     9.     TERMINATION  OF  EMPLOYMENT  OR  DEATH.
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     (1)      Subject  to  the  terms  of  the  Stock  Option  Agreement, if the
employment of an employee by, or the services of a non-employee Director for, or
consultant or advisor to, the Company or a subsidiary corporation of the Company
shall  be  terminated  for  cause  or  voluntarily by the employee, non-employee
Director,  consultant or advisor, then his or its Option shall expire forthwith.
Subject  to  the  terms of the Stock Option Agreement, and except as provided in
subsections  (b) and (c) of this Section 9, if such employment or services shall
terminate  for  any  other reason, then such Option may be exercised at any time
within  three  (3)  months  after such termination, subject to the provisions of
subsection (d) of this Section 9. For purposes of the Plan, the retirement of an
individual  either  pursuant  to  a  pension  or  retirement plan adopted by the
Company  or  at  the  normal retirement date prescribed from time to time by the
Company  shall be deemed to be termination of such individual's employment other
than  voluntarily  or  for  cause.  For  purposes  of  this  subsection  (a), an
employee,  non-employee Director, consultant or advisor who leaves the employ or
services  of the Company to become an employee or non-employee Director of, or a
consultant  or  advisor  to,  a  subsidiary  corporation  of  the  Company  or a


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corporation  (or  subsidiary or parent corporation of the corporation) which has
assumed  the  Option of the Company as a result of a corporate reorganization or
the  like shall not be considered to have terminated his employment or services.

     (2)       Subject to the terms of the Stock Option Agreement, if the holder
of  an  Option  under the Plan dies (i) while employed by, or while serving as a
non-employee  Director  for  or  a  consultant  or  advisor to, the Company or a
subsidiary corporation of the Company, or (ii) within three (3) months after the
termination of his employment or services other than voluntarily by the employee
or  non-employee Director, consultant or advisor, or for cause, then such Option
may, subject to the provisions of subsection (d) of this Section 9, be exercised
by  the  estate of the employee or non-employee Director, consultant or advisor,
or  by  a  person  who  acquired the right to exercise such Option by bequest or
inheritance or by reason of the death of such employee or non-employee Director,
consultant  or  advisor  at  any  time  within  one  (1)  year after such death.

     (3)      Subject  to the terms of the Stock Option Agreement, if the holder
of  an  Option under the Plan ceases employment or services because of permanent
and  total disability (within the meaning of Section 22(e)(3) of the Code) while
employed  by,  or  while serving as a non-employee Director for or consultant or
advisor  to,  the  Company or a subsidiary corporation of the Company, then such
Option  may,  subject  to the provisions of subsection (d) of this Section 9, be
exercised  at  any time within one (1) year after his termination of employment,
termination  of  Directorship or termination of consulting or advisory services,
as  the  case  may  be,  due  to  the  disability.

     (4)     An Option may not be exercised pursuant to this Section 9 except to
the  extent  that  the holder was entitled to exercise the Option at the time of
termination  of  employment,  termination  of  Directorship,  termination  of
consulting or advisory services, or death, and in any event may not be exercised
after  the  expiration  of  the  Option.

     (5)       For purposes of this Section 9, the employment relationship of an
employee  of  the  Company or of a subsidiary corporation of the Company will be
treated as continuing intact while he is on military or sick leave or other bona
fide  leave  of absence (such as temporary employment by the Government) if such
leave  does  not exceed ninety (90) days, or, if longer, so long as his right to
reemployment  is  guaranteed  either  by  statute  or  by  contract.

     10.     EXERCISE  OF  OPTIONS.
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     (1)      Unless  otherwise  provided  in  the  Stock  Option Agreement, any
Option  granted  under the Plan shall be exercisable in whole at any time, or in
part  from  time  to  time,  prior  to expiration. The Board of Directors or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that  the exercise of any Options granted under the Plan shall be subject (i) to
such  condition or conditions as it may impose, including, but not limited to, a
condition  that  the  holder  thereof  remain  in  the  employ or service of, or
continue  to  provide  consulting  or  advisory  services  to,  the Company or a
subsidiary  corporation  of the Company for such period or periods from the date
of  grant  of  the  Option  as  the  Board of Directors or the Committee, in its
absolute  discretion,  shall  determine;  and (ii) to such limitations as it may
impose.

     (2)     An Option granted under the Plan shall be exercised by the delivery
by  the  holder thereof to the Company at its principal office (attention of the
Secretary)  of  written notice of the number of shares with respect to which the


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Option  is being exercised.  The notice shall be given pursuant to the Notice of
Exercise  form  attached  to  the  Stock Option Agreement.  Such notice shall be
accompanied  by  payment of the full option price of such shares, and payment of
such  option  price  shall  be  made  by  the holder's delivery of (i) his check
payable  to the order of the Company, (ii) previously acquired Common Stock, the
fair  market  value  of which shall be determined as of the date of exercise, if
this  method  of  payment  is otherwise permitted by the Stock Option Agreement,
(iii)  by  "cash-less" exercise, if cash-less exercise is otherwise permitted by
the  Stock  Option  Agreement,  (iv) a notice to convert debt, if the Company is
indebted  to  the  holder, or (v) by the holder's delivery of any combination of
the  foregoing  (i),  (ii),  (iii) and (iv) to the extend permitted by the Stock
Option  Agreement.

     11.     ADJUSTMENT  UPON  CHANGE  IN  CAPITALIZATION.
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     (1)      In  the  event  that  the  outstanding  Common  Stock is hereafter
changed  by  reason  of reorganization, merger, consolidation, recapitalization,
reclassification,  stock  split-up,  combination of shares, reverse split, stock
dividend  or  the  like, an appropriate adjustment shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan,  and  in  the  number  of  shares  and  option  price per share subject to
outstanding  Options.  If  the  Company  shall  be reorganized, consolidated, or
merged  with  another  corporation, the holder of an Option shall be entitled to
receive  upon  the  exercise of his Option the same number and kind of shares of
stock  or  the same amount of property, cash or securities as he would have been
entitled  to receive upon the happening of any such corporate event as if he had
been,  immediately  prior  to  such  event,  the  holder of the number of shares
covered  by  his  Option.

     (2)     Any  adjustment in the number of shares shall apply proportionately
to  only  the unexercised portion of the Option granted hereunder.  If fractions
of  a  share  would  result  from  any  such adjustment, the adjustment shall be
revised  to  the  next  lower  whole  number  of  shares.

     12.     FURTHER  CONDITIONS  OF  EXERCISE.
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     (1)     Unless prior to the exercise of the Option the shares issuable upon
such  exercise  have been registered with the Securities and Exchange Commission
pursuant  to  the  Act,  the  notice  of  exercise  shall  be  accompanied  by a
representation or agreement of the person or estate exercising the Option to the
Company  to  the  effect  that  such  shares  are  being acquired for investment
purposes  and  not  with  a  view  to  the  distribution thereof, and such other
documentation  as  may  be  required  by  the  Company, unless in the opinion of
counsel  to  the  Company such representation, agreement or documentation is not
necessary  to  comply  with  such  Act.

     (2)     The  Company  shall  not  be  obligated to deliver any Common Stock
until  there  has  been  qualification  under or compliance with such federal or
state  laws,  rules  or  regulations  as  the  Company  may  deem  applicable.

     13.     EFFECTIVENESS  OF THE PLAN.  The Plan shall become operative and in
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effect  on  such date as shall be fixed by the Board of Directors of the Company
in  its  sole  discretion.

     14.     TERMINATION,  MODIFICATION  AND  AMENDMENT.
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     (1)       The  Plan  (but not the Options) shall terminate on a date within
ten  (10)  years  from the date of its adoption by the Board of Directors of the
Company, or sooner as hereinafter provided, and no Option shall be granted after
termination  of  the  Plan.


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     (2)       The  Board  of  Directors  may  at  any  time,  on  or before the
termination  date  referred  to  in Section 14(a) hereof, terminate the Plan, or
from  time  to  time make such modifications or amendments to the Plan as it may
deem  advisable;  provided,  however,  that  the  Board  of  Directors shall not
increase  (except as otherwise provided by Section 11 hereof) the maximum number
of  Options  which  may  be  granted  hereunder.

     (3)     No termination, modification, or amendment of the Plan may, without
the  consent  of  the  individual  or  entity to whom any Option shall have been
granted,  adversely  affect  the  rights  conferred  by  such  Option.

     15.     NOT  A CONTRACT OF EMPLOYMENT.  Nothing contained in the Plan or in
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any  Stock  Option  Agreement executed pursuant hereto shall be deemed to confer
upon  any  individual or entity to whom an Option is or may be granted hereunder
any  right  to  remain  in  the employ or service of the Company or a subsidiary
corporation  of  the  Company  or  any  entitlement to any remuneration or other
benefit  pursuant  to  any  consulting  or  advisory  arrangement.

     16.     USE  OF PROCEEDS.  The proceeds from the sale of shares pursuant to
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Options  granted  under  the Plan shall constitute general funds of the Company.

     17.     INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE.  In addition to
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such  other rights of indemnification as they may have, the members of the Board
of  Directors  or the Committee, as the case may be, shall be indemnified by the
Company  to  the  extent  permitted  under  applicable law against all costs and
expenses  reasonably  incurred  by  them in connection with any action, suit, or
proceeding  to  which they or any of them may be a party by reason of any action
taken  or  failure  to  act  under  or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid  by  them  in  satisfaction  of  a  judgment  of  any  such action, suit or
proceeding,  except  a  judgment  based  upon  a finding of bad faith.  Upon the
institution  of  any  such action, suit, or proceeding, the member or members of
the  Board  of  Directors or the Committee, as the case may be, shall notify the
Company  in writing, giving the Company an opportunity at its own cost to defend
the  same  before  such member or members undertake to defend the same on his or
their  own  behalf.

     18.     GOVERNING  LAW.  The  Plan  shall be governed by, and all questions
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arising  hereunder shall be determined in accordance with, the laws of the State
of  New  York.


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