EXHIBIT 4.1

                               SEAFOODS PLUS, LTD.
                               1998 INCENTIVE PLAN


                                   ARTICLE I.

                                   DEFINITIONS


                  1.01  Administrator  means the Board and any  delegate  of the
Board that is appointed in accordance with Article III.

                  1.02  Agreement  means  a  written  agreement  (including  any
amendment  or  supplement   thereto)  between  the  Company  and  a  Participant
specifying  the terms and  conditions of a Stock Award or Option granted to such
Participant.

                  1.03 Board means the Board of Directors of the Company.

                  1.04 Change in Control shall mean an event or series of events
that would be required to be  described as a change in control of the Company in
a proxy or information  statement distributed by the Company pursuant to section
14 of the Securities  Exchange Act of 1934 (the  "Exchange  Act") in response to
Item 6(e) of Schedule  14A  promulgated  thereunder  or otherwise  adopted.  The
determination  whether and when a change in control has  occurred or is about to
occur shall be made by the Board in office  immediately  prior to the occurrence
of the event or series of events constituting such change in control.

                  1.05  Code means the Internal Revenue Code of 1986, and any
amendments thereto.

                  1.06 Common Stock means the common stock of the Company.

                  1.07  Company means Seafoods Plus, Ltd.

                  1.08 Control  Change Date means the occurrence of the event or
series of events constituting a Change in Control as determined by the Board.

                  1.09 Exchange Act means the  Securities  Exchange Act of 1934,
as amended and as in effect on the date of this Agreement.

                  1.10 Fair Market Value means,  on any given date,  the closing
price (or, if there is none,  the average of the closing bid and asked price) of




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the Common Stock on such quotation  system or principal  securities  exchange on
which the Common  Stock is traded on such day, or, if the Common Stock is not so
traded on such day,  then on the next  preceding  day that the Common  Stock was
traded, all as reported by such source as the Administrator may select.

                  1.11  Forfeitable  Shares  shall have the meaning set forth in
Section 9.04.

                  1.12 Option means a stock  option that  entitles the holder to
purchase from the Company a stated number of shares of Common Stock at the price
set forth in an Agreement.

                  1.13  Participant   means  an  employee  of  and  non-employee
director, advisor and independent consultant to the Company or a Related Entity,
including  an  employee  who  is a  member  of  the  Board,  who  satisfies  the
requirements  of Article IV and is  selected by the  Administrator  to receive a
Stock Award, an Option or a combination thereof.

                  1.14 Plan means the Company's 1998 Incentive Plan.

                  1.15  Related   Entity  means  any  entity  that  directly  or
indirectly,  through one or more intermediaries,  controls, or is controlled by,
or is under common control with, the Company.

                  1.16 Stock Award means Common Stock  awarded to a  Participant
under Article IX.

                  1.17  Stockholders means the stockholders of the Company.


                                   ARTICLE II.

                                    PURPOSES

                  The  Plan is  intended  to  assist  the  Company  and  Related
Entities  in  recruiting   and   retaining   employees,   directors,   officers,
consultants,  and  advisors  who are  exclusive  agents of the  Company,  and in
compensating such individuals by enabling such individuals to participate in the
future  success of the Company and the Related  Entities and to associate  their
interests with those of the Company and its  Stockholders.  The Plan is intended
to permit  the grant of Stock  Awards and the grant of both  Options  qualifying
under  Section 422 of the Code  ("incentive  stock  options") and Options not so
qualifying.  No Option that is intended to be an incentive stock option shall be
invalid  for  failure to qualify as an  incentive  stock  option.  The  proceeds
received  by the  Company  from the sale of Common  Stock  pursuant to this Plan
shall be used for general corporate purposes.


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                                  ARTICLE III.

                                 ADMINISTRATION

                  The  Plan  shall be  administered  by the  Administrator.  The
Administrator  shall have  authority to grant Stock Awards and Options upon such
terms (not  inconsistent  with the provisions of this Plan) as the Administrator
may  consider  appropriate.  Such terms may include  conditions  (in addition to
those  contained  in this Plan) on the  exercisability  of all or any part of an
Option or on the  transferability or forfeitability of a Stock Award,  including
by way of example and not limitation, conditions on which Participants may defer
receipt of benefits under the Plan, requirements that the Participant complete a
specified  period of  employment  with or  service  to the  Company or a Related
Entity,  that the Company achieve a specified level of financial  performance or
that the Company achieve a specified level of financial return.  Notwithstanding
any such conditions,  the Administrator  may, in its discretion,  accelerate the
time at which any Option may be  exercised,  or the time at which a Stock  Award
may become transferable or nonforfeitable.  In addition, the Administrator shall
have complete  authority to interpret all  provisions of this Plan, to prescribe
the form of  Agreements,  to adopt,  amend,  and rescind  rules and  regulations
pertaining   to  the   administration   of  the  Plan  and  to  make  all  other
determinations  necessary or advisable for the  administration of this Plan. The
express grant in the Plan of any specific power to the  Administrator  shall not
be  construed  as limiting  any power or  authority  of the  Administrator.  Any
decision made, or action taken, by the  Administrator  or in connection with the
administration  of  this  Plan  shall  be  final  and  conclusive.  Neither  the
Administrator  nor any  member of the Board  shall be liable for any act done in
good faith with  respect to this Plan or any  Agreement,  Option or Stock Award.
All expenses of administering this Plan shall be borne by the Company.

                  The Board, in its  discretion,  may appoint a committee of the
Board and delegate to such  committee  all or part of the Board's  authority and
duties  with  respect to the Plan.  The Board may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any prior actions of
the Board's  delegate or delegates  that were  consistent  with the terms of the
Plan.


                                   ARTICLE IV.

                                   ELIGIBILITY

                  Section 4.01 General.  Any  employee,  director,  officer,  or
exclusive  agent of, and  advisor  or  consultant  to, the  Company or a Related
Entity (including a corporation that becomes a Related Entity after the adoption
of this Plan) is eligible to participate in this Plan if the  Administrator,  in
its sole discretion,  determines that such person has contributed  significantly
or can be expected to contribute significantly to the profits or growth of the



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Company or a Related Entity.  Directors of the Company who are employees of the
Company or a Related Entity may be selected to participate in this Plan.

                  Section  4.02  Grants.   The   Administrator   will  designate
individuals  to whom Stock Awards and Options are to be granted and will specify
the number of shares of Common Stock  subject to each award or grant.  All Stock
Awards and Options  granted  under this Plan shall be  evidenced  by  Agreements
which  shall be subject to the  applicable  provisions  of this Plan and to such
other provisions as the  Administrator  may adopt. No Participant may be granted
incentive  stock options (under all incentive  stock option plans of the Company
and any Related  Entity)  which are first  exercisable  in any calendar year for
stock having an aggregate Fair Market Value (determined as of the date an Option
is granted) that exceed the limitation  prescribed by Code section  422(d).  The
preceding annual limitation shall not apply with respect to Options that are not
incentive stock options.


                                   ARTICLE V.

                              STOCK SUBJECT TO PLAN

                  Section 5.01 Shares Issued. Upon the award of shares of Common
Stock  pursuant to a Stock  Award,  the Company may issue shares of Common Stock
from its authorized but unissued Common Stock.  Upon the exercise of any Option,
the Company may deliver to the Participant (or the  Participant's  broker if the
Participant so directs), shares of Common Stock from its authorized but unissued
Common Stock.

                  Section 5.02 Aggregate Limit. The maximum  aggregate number of
shares of Common  Stock  that may be issued  under  this Plan  shall not  exceed
500,000 shares.

                  Section  5.03   Reallocation  of  Shares.   If  an  Option  is
terminated, in whole or in part, for any reason other than its exercise, or if a
Stock  Award is  forfeited  in whole or in part,  the number of shares of Common
Stock  allocated  to the  Option  or  Stock  Award  or  portion  thereof  may be
reallocated to other Options and Stock Awards to be granted under this Plan.



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                                   ARTICLE VI.

                              OPTION EXERCISE PRICE

                  The price per share for Common Stock purchased on the exercise
of an Option  shall be  determined  by the  Administrator  on the date of grant;
provided,  however,  that the price per share for Common Stock  purchased on the
exercise of an Option that is an  incentive  stock option shall not be less than
the Fair  Market  Value on the date the Option is granted.  Notwithstanding  the
foregoing,  the price per share for Common Stock purchased on the exercise of an
Option  granted to any person then  owning  more than ten  percent  (10%) of the
total combined  voting power of all classes of shares of the Company,  or of its
parent or subsidiary corporation, shall be one hundred ten percent (110%) of the
Fair Market Value of the Common Stock at the time of grant of the Option.


                                  ARTICLE VII.

                               EXERCISE OF OPTIONS

                  Section 7.0  Maximum  Option Period.  The  maximum  period  in
which an Option may be exercised shall be determined by the Administrator on the
date of grant,  except that no Option that is an incentive stock option shall be
exercisable  after the  expiration  of ten years  from the date such  Option was
granted.  Notwithstanding  the foregoing,  any Option granted to any person then
owning more than ten percent  (10%) of the total  combined  voting  power of all
classes of shares of the Company,  or of its parent or  subsidiary  corporation,
must be  exercised  within  five years from the date of the grant  thereof.  The
terms of any Option that is an  incentive  stock  option may provide  that it is
exercisable for a period less than such maximum period.

                  Section 7.02 Nontransferability. Any Option granted under this
Plan  shall be  nontransferable  except  by will or by the laws of  descent  and
distribution.  In the event of any such transfer, the Option must be transferred
to the same person or person(s).  During the lifetime of the Participant to whom
the Option is granted,  the Option may be exercised only by the Participant.  No
right or interest of a Participant in any Option shall be liable for, or subject
to, any lien, obligation, or liability of such Participant.

                  Section 7.03 Employee Status.  For purposes of determining the
applicability  of Section 422 of the Code (relating to incentive stock options),
or in the event that the terms of any Option  provide  that it may be  exercised
only during employment or within a specified period of time after termination of
employment,  the  Administrator  may decide to what extent leaves of absence for
governmental  or  military  service,  illness,  temporary  disability,  or other
reasons shall not be deemed interruptions of continuous employment.




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                  Section  7.04 Change in Control.  Section 7.01 to the contrary
notwithstanding,  after a  Control  Change  Date,  each  Option  shall  be fully
exercisable thereafter in accordance with the terms of the applicable Agreement.
If not  sooner  exercisable  under  the  terms of the  applicable  Agreement,  a
Participant's Option shall be fully exercisable (i) as of his or her termination
of employment if his or her  employment  terminates  after a Control Change Date
and he or she is  terminated  without  cause or following his refusal to move to
another  location or (ii) as of the date that there is a material  reduction  in
the  Participant's  compensation  or duties  if such  reduction  occurs  after a
Control  Change Date. For purposes of the preceding  sentence,  the term "cause"
means a willful neglect of responsibilities to the Company or a Related Entity.


                                  ARTICLE VIII.

                               METHOD OF EXERCISE

                  Section 8.01 Exercise.  Subject  to the provisions of Articles
VII and XI, an Option may be exercised in whole at any time or in part from time
to  time  at  such  times  and  in  compliance  with  such  requirements  as the
Administrator  shall  determine.  An  Option  granted  under  this  Plan  may be
exercised  with  respect to any number of whole shares less than the full number
for which the Option could be exercised.  A partial  exercise of an Option shall
not affect the right to exercise the Option from time to time in accordance with
this Plan and the  applicable  Agreement  with respect to the  remaining  shares
subject to the Option.

                  Section  8.02  Payment.   Unless  otherwise  provided  by  the
Agreement,  payment of the Option exercise price shall be made in cash or a cash
equivalent acceptable to the Administrator. If the Agreement provides, or in the
discretion of the Board,  payment of all or part of the Option price may be made
by surrendering shares of Common Stock to the Company, including by allowing the
Company to deduct  from the number of shares of Common  Stock  deliverable  upon
exercise of the  Option,  a number of such shares  which has an  aggregate  Fair
Market  Value,  determined  as of the day  preceding the date of exercise of the
Option, equal to the aggregate Option exercise price. If Common Stock is used to
pay all or part of the Option  price,  the shares  surrendered  must have a Fair
Market Value  (determined  as of the day preceding the date of exercise) that is
not less than such price or part thereof.

                  Section 8.03 Installment  Payment.  If the Agreement provides,
and if the  Participant  is  employed  by the  Company on the date the Option is
exercised,  payment  of  all or  part  of  the  Option  price  may  be  made  in
installments.   In  that  event  the  Company  may,  if  so  determined  by  the
Administrator,  lend the  Participant  an amount  equal to not more than  ninety
percent (90%) of the Option price of the shares  acquired by the exercise of the
Option. This amount shall be evidenced by the Participant's  promissory note and




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shall be  payable in not more than five equal  annual  installments,  unless the
amount of the loan  exceeds  the  maximum  loan value for the shares  purchased,
which value shall be  established  from time to time by regulations of the Board
of Governors of the Federal  Reserve  System.  In that event,  the note shall be
payable in equal quarterly installments over a period of time not to exceed five
years.

                  The  Participant  shall pay interest on the unpaid  balance at
the minimum rate necessary to avoid imputed  interest or original issue discount
under the Code. All shares acquired with cash borrowed from the Company shall be
pledged to the Company as security for the repayment thereof.  In the discretion
of  the  Administrator,  shares  of  stock  may be  released  from  such  pledge
proportionately  as  payments on the note  (together  with  interest)  are made,
provided the release of such shares complies with the regulations of the Federal
Reserve System relating to securities credit transactions then applicable. While
shares  are so  pledged,  and so long  as  there  has  been  no  default  in the
installment  payments,  such shares shall remain  registered  in the name of the
Participant,  and he shall have the right to vote such shares and to receive all
dividends thereon.

                  Section 8.04 Shareholder Rights. No Participant shall have any
rights as a  stockholder  with respect to shares  subject to an Option until the
date of exercise of such Option.


                                   ARTICLE IX.

                                  STOCK AWARDS

                  Section 9.01 Awards.  In  accordance  with the  provisions  of
Article IV, the  Administrator  will designate  each  individual to whom a Stock
Award is to be made and will  specify  the  number of  shares  of  Common  Stock
covered by such awards.

                  Section 9.02 Vesting.  The  Administrator,  on the date of the
award,  may prescribe  that a  Participant's  rights in the Stock Award shall be
forfeitable  or  otherwise  restricted  for a period  of time  set  forth in the
Agreement.  By way of  example  and  not of  limitation,  the  restrictions  may
postpone  transferability  of the shares or may provide  that the shares will be
forfeited if the  Participant  separates from the service of the Company and its
Related  Entities  before the  expiration of a stated term or if the Company and
its Related Entities or the Participant fails to achieve stated objectives.

                  Section  9.03 Change in Control.  Section 9.02 to the contrary
notwithstanding,  after a Control  Change  Date,  each Stock  Award will  become
transferable and  nonforfeitable  in accordance with the terms of the applicable
Agreement.  If not sooner transferable and nonforfeitable under the terms of the
applicable  Agreement,  a  Participant's  interest  in a Stock  Award  shall  be
transferable and nonforfeitable (i) as of his termination of



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employment if his  employment  terminates  after a Control Change Date and he is
terminated without cause or following his refusal to move to another location or
(ii) as of the date that  there is a  material  reduction  in the  Participant's
compensation or duties if such reduction occurs after a Control Change Date. For
purposes of the preceding sentence,  the term "cause" means a willful neglect of
responsibilities to the Company or a Related Entity.

                  Section 9.04  Stockholder  Rights.  If all or any portion of a
Stock Award is forfeitable  pursuant to the  Agreement,  at all times prior to a
forfeiture  thereof,  a Participant  will have all rights of a Stockholder  with
respect to  forfeitable  shares of the Stock Award (the  "Forfeitable  Shares"),
including  the  right to  receive  dividends  and vote the  Forfeitable  Shares;
provided,  however,  that (i) a  Participant  may not  sell,  transfer,  pledge,
exchange,  hypothecate, or otherwise dispose of the Forfeitable Shares, (ii) the
Company shall retain  custody of the  certificates  evidencing  the  Forfeitable
Shares,  and (iii) the  Participant  will  deliver to the Company a stock power,
endorsed in blank, with respect to the Forfeitable  Shares.  The limitations set
forth in the preceding sentence shall not apply after the Forfeitable Shares are
no longer forfeitable.


                                   ARTICLE X.

                     ADJUSTMENT UPON CHANGE IN COMMON STOCK

                  The  maximum  number of shares  as to which  Options  that are
incentive stock options may be granted under this Plan shall be  proportionately
adjusted,  and the  terms of  outstanding  Stock  Awards  and  Options  shall be
adjusted,  as the Board shall  determine to be  equitably  required in the event
that (a) the Company (i) effects one or more stock  dividends,  stock split-ups,
subdivisions  or  consolidations  of shares or (ii) engages in a transaction  to
which Section 424 of the Code applies or (b) there occurs any other event which,
in the judgment of the Board  necessitates such action.  Any determination  made
under this Article X by the Board shall be final and conclusive.

                  The  issuance  by the Company of shares of stock of any class,
or  securities  convertible  into  shares  of  stock of any  class,  for cash or
property, or for labor or services, either upon direct sale or upon the exercise
of rights or warrants to subscribe  therefor,  or upon  conversion  of shares or
obligations  of the Company  convertible  into such shares or other  securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, outstanding Stock Awards or Options.

                  The Board may make  Stock  Awards  and may  grant  Options  in
substitution  for  performance  shares,  phantom  shares,  stock  awards,  stock
options,  stock appreciation rights, or similar awards held by an individual who
becomes an  employee  of the Company or a Related  Entity in  connection  with a
transaction  described in clause (ii) of the first  paragraph of this Article X.
Notwithstanding any provision of the Plan (other than the limitation of


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Article V), the terms of such  substituted  Stock  Award(s)  or Option  grant(s)
shall be as the Board, in its discretion, determines is appropriate.


                                   ARTICLE XI.

                             COMPLIANCE WITH LAW AND
                          APPROVAL OF REGULATORY BODIES

                  No  Option  shall be  exercisable,  no Common  Stock  shall be
issued,  no certificates  for shares of Common Stock shall be delivered,  and no
payment shall be made under this Plan except in compliance  with all  applicable
federal  and  state  laws  and  regulations   (including,   without  limitation,
withholding tax  requirements),  any listing agreement to which the Company is a
party,  and the rules of all domestic  stock  exchanges  on which the  Company's
shares may be listed.  The Company shall have the right to rely on an opinion of
its  counsel as to such  compliance.  Any share  certificate  issued to evidence
Common  Stock when a Stock Award is granted or for which an Option is  exercised
may bear such legends and statements as the  Administrator may deem advisable to
assure  compliance with federal and state laws and regulations.  No Common Stock
shall be issued,  no  certificate  for shares shall be delivered  and no payment
shall be made under this Plan until the Company  has  obtained  such  consent or
approval as the  Administrator  may deem advisable from regulatory bodies having
jurisdiction over such matters.


                                  ARTICLE XII.

                               GENERAL PROVISIONS

                  Section  12.01 Effect on  Employment.  Neither the adoption of
this Plan, its operation, nor any documents describing or referring to this Plan
(or any part thereof)  shall confer upon any individual any right to continue in
the employ or service  of the  Company or a Related  Entity or in any way affect
any  right and  power of the  Company  or a  Related  Entity  to  terminate  the
employment or service of any individual at any time with or without  assigning a
reason therefor.

                  Section 12.02 Disposition of Stock. A Participant shall notify
the  Administrator  of any sale or other  disposition  of Common Stock  acquired
pursuant  to an  Option  that was an  incentive  stock  option  if such  sale or
disposition occurs (i) within two years of the grant of an Option or (ii) within
one year of the  issuance of the Common  Stock to the  Participant.  Such notice
shall be in writing and directed to the Secretary of the Company.



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                  Section 12.03 Rules of Construction. Headings are given to the
articles  and  sections  of this Plan  solely  as a  convenience  to  facilitate
reference. The reference to any statute,  regulation,  or other provision of law
shall be construed to refer to any  amendment to or successor of such  provision
of law.

                  Section 12.04 Employee Status.  In the event that the terms of
any Stock Award or the grant of any Option  provide that shares may be issued or
become  transferable  and  nonforfeitable  thereunder only after completion of a
specified  period of employment,  the  Administrator  may decide in each case to
what extent leaves of absence for  governmental  or military  service,  illness,
temporary  disability,  or other  reasons shall not be deemed  interruptions  of
continuous employment.

                  Section 12.05 Limitation on Awards.  Notwithstanding any other
provision  of the Plan,  if any award under this Plan,  either alone or together
with payments that a Participant  has the right to receive from the Company or a
Related Entity,  would  constitute a "parachute  payment" (as defined in section
280G of the Code), all such payments shall be reduced to the largest amount that
will  result in no portion  being  subject to the excise tax  imposed by section
4999 of the Code.


                                  ARTICLE XIII.

                                    AMENDMENT

                  The Board may amend or terminate  this Plan from time to time;
provided,  however,  that no amendment shall,  without a Participant's  consent,
adversely affect any rights of such Participant  under any Stock Award or Option
outstanding at the time such amendment is made.


                                  ARTICLE XIV.

                                DURATION OF PLAN

                   No Stock Award or  Option may be granted under this Plan more
than ten years after the date the Plan is adopted by the Board,  or the date the
Plan is approved by the Stockholder, whichever is earlier.




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                                   ARTICLE XV.

                             EFFECTIVE DATE OF PLAN

                    Stock Awards and Options may be granted under this Plan upon
its adoption by the Board, provided that no incentive stock option will continue
to be effective unless this Plan is approved by a majority of the votes entitled
to be cast by the  Stockholders,  voting either in person or by proxy, at a duly
held  Stockholders'  meeting or by the consent of Stockholders  owning more than
fifty  percent  (50%) of shares of the Common Stock within twelve months of such
adoption.