Exhibit 4.1


                             C.E.C. INDUSTRIES CORP
                          2003 STOCK INCENTIVE PLAN #1

1. PURPOSES.

The purpose of the 2003 Stock  Incentive  Plan #1 (the "Plan") is to (i) provide
long-term   incentives   and  rewards  to  employees,   directors,   independent
contractors or agents ("Eligible  Participants")of  C.E.C Industries Corp. ("CEC
Industries") and its Subsidiaries;  (ii) assist CEC Industries in attracting and
retaining  employees,   directors,   independent   contractors  or  agents  with
experience  and/or ability on a basis competitive with industry  practices;  and
(iii)  associate  the  interests  of  such  employees,  directors,   independent
contractors or agents with those of CEC Industries' stockholders.

2. EFFECTIVE DATE.

The Plan is  effective as of the date it is adopted by the Board of Directors of
CEC Industries. and Awards may be made under the Plan on and after its effective
date.

3. ADMINISTRATION OF THE PLAN.

The Plan shall be  administered  by the Board of Directors of CEC Industries and
the  Board  shall be so  constituted  as to permit  the Plan to comply  with the
disinterested  administration  requirements  under Rule 16b-3 of the  Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  and the  "outside
director" requirement of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code").

The Board shall have all the powers vested in it by the terms of the Plan,  such
powers to include exclusive authority (within the limitations  described herein)
to select the Eligible  Participants  to be granted  awards  under the Plan,  to
determine  the  type,  size and  terms  of  awards  to be made to each  Eligible
Participant  selected,  to determine the time when awards will be granted,  when
they will vest,  when they may be exercised and when they will be paid, to amend
awards previously  granted and to establish  objectives and conditions,  if any,
for earning  awards and  whether  awards will be paid after the end of the award
period.  The  Board  shall  have full  power and  authority  to  administer  and
interpret the Plan and to adopt such rules, regulations,  agreements, guidelines
and  instruments for the  administration  of the Plan and for the conduct of its
business as the Board deems  necessary or advisable and to interpret  same.  The
Board's  interpretation  of the Plan,  and all actions taken and  determinations
made by the  Board  pursuant  to the  powers  vested in it  hereunder,  shall be
conclusive  and  binding on all  parties  concerned,  including  CEC  Industries
stockholders, any participants in the Plan and any other Eligible Participant of
CEC Industries.

All  employees  of CEC  Industries  and all  employees  of  Affiliates  shall be
eligible to participate in the Plan. The Board,  in its sole  discretion,  shall
from  time to time  designate  from  among  the  eligible  employees  and  among
directors,  independent  contractors  or  agents  those  individuals  who are to
receive awards under and thereby become  participants  in the Plan. For purposes
of the Plan,  "Affiliate"  shall  mean any  entity,  as may from time to time be
designated  by the Board,  that is a subsidiary  corporation  of CEC  Industries
(within the meaning of Section 424 of the Code),  and each other entity directly
or indirectly  controlling  or  controlled  by or under common  control with CEC
Industries. For purposes of this definition, "control" means the power to direct
the  management  and policies of such entity,  whether  through the ownership of
voting  securities,  by contract or otherwise;  and the terms  "controlling" and
"controlled" have meaning correlative to the foregoing.


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4. AWARDS.

(a) Types.  Awards under the Plan shall be made with  reference to shares of CEC
Industries  common  stock and may  include,  but need not be limited  to,  stock
options  (including  nonqualified  stock  options and  incentive  stock  options
qualifying under Section 422 of the Code), stock appreciation  rights (including
free-standing, tandem and limited stock appreciation rights), warrants, dividend
equivalents,  stock awards,  restricted stock, phantom stock, performance shares
or other  securities or rights that the Board  determines to be consistent  with
the  objectives  and  limitations  of the Plan.  The Board may  provide  for the
issuance  of  shares  of CEC  Industries  common  stock as a stock  award for no
consideration  other  than  services  rendered  or, to the extent  permitted  by
applicable  state law,  to be  rendered.  In the event of an award  under  which
shares of CEC Industries common stock are or may in the future be issued for any
other type of consideration, the amount of such consideration shall (i) be equal
or greater than to the amount (such as the par value of such shares) required to
be received by CEC  Industries  in order to assure  compliance  with  applicable
state law and (ii) to the  extent  necessary  to comply  with Rule  16b-3 of the
Exchange  Act, be equal to or greater  than 50% of the fair market value of such
shares on the date of grant of such award.  The Board may make any other type of
award which it shall determine is consistent with the objectives and limitations
of the Plan.

(b) Performance Goals. The Board may, but need not, establish  performance goals
to be achieved within such  performance  periods as may be selected by it in its
sole discretion, using such measures of the performance of CEC Industries and/or
its Affiliates as it may select.

(c) Rules and Policies.  The Board may adopt from time to time written rules and
policies  implementing  the Plan. Such rules and policies may include,  but need
not be limited to, the type,  size and term of awards to be made to participants
and the conditions for the exercise or payment of such awards.

5. SHARES OF STOCK SUBJECT TO THE PLAN.

The shares that may be delivered or  purchased  or used for  reference  purposes
under  the Plan  shall  not  exceed  an  aggregate  of  6,000,000  shares of CEC
Industries  Common Stock,  par value $.001. Any shares subject to an award which
for any reason  expires or is  terminated  unexercised  as to such shares  shall
again be available for issuance under the Plan.

6. PAYMENT OF AWARDS.

The Board shall  determine  the extent to which awards shall be payable in cash,
shares of CEC Industries common stock or any combination  thereof. The Board may
determine  that all or a portion of a payment to a  participant  under the Plan,
whether it is to be made in cash,  shares of CEC  Industries  common  stock or a
combination  thereof shall be deferred.  Deferrals shall be for such periods and
upon such terms as the Board may determine in its sole discretion.


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7. VESTING.

The Board may  determine  that all or a portion  of a payment  to a  participant
under  the Plan,  whether  it is to be made in cash,  shares  of CEC  Industries
common stock or a  combination  thereof,  shall be vested at such times and upon
such terms as may be selected by it in its sole discretion.

8. DILUTION AND OTHER ADJUSTMENT.

In the event of any change in the  outstanding  shares of CEC Industries  common
stock  by  reason  of  any  split,  stock  dividend,  recapitalization,  merger,
consolidation,  spin-off,  reorganization,  combination or exchange of shares or
other similar corporate change, such equitable  adjustments shall be made in the
Plan  and the  awards  thereunder  as the  Board  determines  are  necessary  or
appropriate,  including,  if necessary,  any adjustments in the number,  kind or
character  of shares that may be subject to existing or future  awards under the
Plan  (including by  substitution  of shares of another  corporation  including,
without  limitation,  any  successor of CEC  Industries  ),  adjustments  in the
exercise,  purchase or base price of an outstanding award and any adjustments in
the maximum numbers of shares referred to in Section 4 or Section 5 of the Plan.
All such  adjustments  shall be  conclusive  and binding for all purposes of the
Plan.

9. MISCELLANEOUS PROVISIONS.

(a) Rights as Stockholder.  A participant under the Plan shall have no rights as
a holder of CEC Industries common stock with respect to awards hereunder, unless
and until certificates for shares of such stock are issued to the participant.

(b) Assignment to Transfer.  No award under this Plan shall be  transferrable by
the participant or shall be subject to any manner of alienation, sale, transfer,
assignment,  pledge, encumbrance or charge (other than by or to CEC Industries),
except  (i) by will or the  laws  of the  descent  and  distribution  (with  all
references  herein to the  rights or duties of  holders  or  participants  to be
deemed to include such beneficiaries or legal  representatives of the holders or
participant unless the context otherwise  expressly  requires);  (ii) subject to
the prior approval of the Board,  for transfers to members of the  participant's
immediate  family,  charitable  institutions,  trusts  whose  beneficiaries  are
members of the participant's  immediate family and/or  charitable  institutions,
trusts whose  beneficiaries  are members of the  participant's  immediate family
and/or charitable  institutions,  or to such other persons or entities as may be
approved by the Board in each case  subject to the  condition  that the Board be
satisfied  that such  transfer is being made for the estate  and/or tax planning
purposes on a gratuitous or donative basis and without consideration (other than
nominal consideration) being received therefor. Except as provided above, during
the lifetime of a participant,  awards  hereunder are  exercisable  only by, and
payable only to, the participant.


<PAGE>

(c)  Agreements.  All  awards  granted  under  the Plan  shall be  evidenced  by
agreements  in  such  form  and  containing   such  terms  and  conditions  (not
inconsistent with the Plan) as the Board shall adopt.

(d) Compliance with Legal Regulations.  During the term of the Plan and the term
of any awards granted under the Plan,  CEC Industries  will at all times reserve
and keep  available such number of shares as may be issuable under the Plan, and
will seek to obtain from any regulatory body having jurisdiction,  any requisite
authority  required  in the opinion of counsel  for CEC  Industries  in order to
grant shares of CEC Industries  common stock,  or options to purchase such stock
or other awards hereunder,  and transfer, issue or sell such number of shares of
common stock as shall be sufficient to satisfy the  requirements  of any options
or other awards.  If in the opinion of counsel for CEC  Industries the transfer,
issue or sale of any shares of its stock  under the Plan shall not be lawful for
any  reason  including  the  inability  of CEC  Industries  to  obtain  from any
regulatory  body  having  jurisdiction  authority  deemed by such  counsel to be
necessary  to such  transfer,  issuance  or sale,  CEC  Industries  shall not be
obligated  to  transfer,  issue or sell  any  such  shares.  In any  event,  CEC
Industries  shall not be obligated to transfer,  issue or sell any shares to any
participant  unless a registration  statement which complies with the provisions
of the Securities Act of 1933, as amended (the  "Securities  Act"), is in effect
at the time with  respect to such  shares or other  appropriate  action has been
taken under and pursuant to the terms and  provisions of the  Securities Act and
any other  applicable  securities  laws,  or CEC  Industries  receives  evidence
satisfactory to the Board that the transfer, issuance or sale of such shares, in
the absence of an effective  registration statement or other appropriate action,
would not  constitute a violation of the terms and  provisions of the Securities
Act. CEC  Industries'  obligation to issue shares upon the exercise of any award
granted  under the Plan  shall in any case be subject  to CEC  Industries  being
satisfied that the shares  purchased are being  purchased for investment and not
with a view to the  distribution  thereof,  if at the  time of such  exercise  a
resale of such shares would otherwise  violate the Securities Act in the absence
of an effective registration statement relating to such shares.

(e) Withholding  Taxes.  CEC Industries  shall have the right to deduct from all
awards  hereunder  paid in cash  any  federal,  state,  local or  foreign  taxes
required by law to be withheld  with respect to such awards and, with respect to
awards  paid in stock,  to require  the payment  (through  withholding  from the
participant's  salary or  otherwise)  of any such taxes.  The  obligation of CEC
Industries  to make  delivery of awards in cash or CEC  Industries  common stock
shall be subject to currency or other restrictions imposed by any government.

(f) No Rights to Award.  No Eligible  Participant or other person shall have any
right to be granted  an award  under the Plan.  Neither  the Plan nor any action
taken  hereunder  shall be  construed  as giving  any  employee  any right to be
retained in the employ of CEC  Industries  or any of its  subsidiaries  or shall
interfere  with or  restrict  in any way the  rights  of CEC  Industries  or its
subsidiaries,  which are hereby reserved,  to discharge the employee at any time
for any reason whatsoever, with or without good cause.

(g) Costs and Expenses.  The costs and expenses of administering  the Plan shall
be borne by CEC  Industries  and not  charged  to any award nor to any  Eligible
Participant receiving an award.

(h) Funding of Plan.  The Plan shall be unfunded.  CEC  Industries  shall not be
required  to  establish  any  special  or  separate  fund or to make  any  other
segregation of assets to assure the payment of any award under the Plan.


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10. AMENDMENTS AND TERMINATION.

(a)  Amendments.  The Board may at any time terminate or from time to time amend
the Plan in whole or in part,  but no such  action  shall  adversely  affect any
rights or  obligations  with  respect to any awards  theretofore  made under the
Plan.

Unless the majority of the directors of CEC Industries  present, or represented,
and  entitled  to vote at a meeting  of  directors  shall  have  first  approved
thereof,  no amendment  of the Plan shall be effective  which would (i) increase
the maximum number of shares referred to in section 5 of the Plan or the maximum
awards  that  may be  granted  pursuant  to  section  4 of the  Plan  to any one
individual or (ii) extend the maximum  period during which awards may be granted
under the Plan.  For purposes of this section 10 (a), any (A)  cancellation  and
reissuance  or (B)  repricing  of any awards made under the Plan at a new option
price as provided in Exhibit A hereto shall not  constitute an amendment of this
Plan.

With consent of the Eligible Participant adversely affected, the Board may amend
outstanding  agreements  evidencing  awards  under  the  Plan  in a  manner  not
inconsistent with the terms of the Plan.

(b) Termination. Unless the Plan shall theretofore have been terminated as above
provided, the Plan (but not the awards theretofore granted under the Plan) shall
terminate on and no awards shall be granted after December 31, 2013.