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EXHIBIT 4.02
                                APO HEALTH, INC.
                 2003 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN

1. Purpose The purpose of this Plan is to provide compensation in the form of
Common Stock of the Company to eligible consultants that have previously
rendered services or that will render services during the term of this 2003
Professional/Consultant Stock Compensation Plan (hereinafter referred to as the
Plan.)

2.  Administration
(a) This Plan shall be administered by the Board of Directors who may from time
to time issue orders or adopt resolutions, not inconstant with the provisions of
this Plan, to interpret the provisions and supervise the administration of this
Plan. The CEO shall make initial determinations as to which consultants,
professionals or advisors will be considered to receive shares under this Plan,
in addition, will provide a list to the Board of Directors. All final
determinations shall be by the affirmative vote of a majority of the members of
the Board of Directors at a meeting called for such purpose, or reduced to
writing and signed by a majority of the members of the Board. Subject to the
Corporation's Bylaws, all decisions made by the Directors in selecting eligible
consultants (hereinafter referred to as Consultants), establishing the number of
shares, and construing the provisions of this Plan shall be final, conclusive
and binding on all persons including the Corporation, shareholders, employees
and Consultants.

(b) The Board of Directors may from time to time appoint a Consultants Plan
Committee, consisting of at least one Director and one officer, none of whom
shall be eligible to participate in the Plan while members of the Committee. The
Board of Directors may delegate to such Committee power to select the particular
Consultants that are to receive shares, and to determine the number of shares to
be allocated to each such Consultant.

(c) If the SEC Rules and or regulations relating to the issuance of Common Stock
under a Form S-8 should change during the terms of this Plan, the Board of
Directors shall have the power to alter this Plan to conform to such changes.

3.  Eligibility

(a)  Shares shall be granted only to Professionals and Consultants that are
within  that  class  for  which  Form S-8 is applicable.

(b)  No individual or entity shall be granted more than 500,000 shares of
unrestricted Common Stock under this Plan.

4.  Shares Subject to the Plan

The total number of shares of Common Stock to be subject to this Plan is
2,750,000. The shares subject to the Plan will be registered with the SEC on or
about March 13, 2003 in a Form S-8 Registration.

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5.  Death of Consultant

If a Consultant dies while he is a Consultant of the Corporation or of any
subsidiary, or within 90 days after such termination, the shares, to the extent
that the Consultant was to be issued shares under the plan, may be issued to his
personal representative or the person or persons to whom his rights under the
plan  shall  pass  by  his  will  or  by  the  applicable  laws  of  descent and
distribution.

6.  Termination of Consultant, retirement or disability

If a Consultant shall cease to be retained by the Corporation for any reason
(including retirement and disability) other than death after he shall have
continuously been so retained for his specified term, he may, but only within
the three-month period immediately following such termination, request his
pro-rata number of shares for his services already rendered.

7.  Termination of the Plan

This Plan shall terminate one year after its adoption by the Board of Directors.
At such time, any shares that remain unsold shall be removed from registration
by  means of a post-effective  amendment to the Form  S-8.

8.  Effective Date of the Plan

This Plan shall become effective upon its adoption by the Board of Directors.

                            CERTIFICATION OF ADOPTION
                           (By the Board of Directors)

The undersigned, being the CEO and Chairman of the Board of Directors of APO
Health, Inc.  hereby certify that the foregoing Plan was adopted by a unanimous
vote of the Board of Directors on February 7, 2003.


                            /S/ Jan Stahl
                            ---------------------------------
                            Dr.  Jan Stahl, CEO


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