Exhibit 4.1

                      ADVANCED PLANT PHARMACEUTICALS, INC.
                        2004 SECOND INCENTIVE STOCK PLAN

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         THIS ADVANCED PLANT  PHARMACEUTICALS,  INC. 2004 SECOND INCENTIVE STOCK
PLAN (the  "Plan") is  designed to retain  directors,  executives  and  selected
employees and consultants and reward them for making major  contributions to the
success of the Company.  These  objectives are  accomplished by making long-term
incentive  awards  under  the  Plan  thereby   providing   Participants  with  a
proprietary interest in the growth and performance of the Company.

1.       Definitions.

(a)      "Board" - The Board of Directors of the Company.

(b)      "Code" - The  Internal  Revenue  Code of 1986,  as amended from time to
         time.

(c)      "Committee" - The  Compensation  Committee of the Company's  Board,  or
         such other  committee of the Board that is  designated  by the Board to
         administer the Plan, composed of not less than two members of the Board
         all of whom are  disinterested  persons,  as contemplated by Rule 16b-3
         ("Rule 16b-3")  promulgated under the Securities  Exchange Act of 1934,
         as amended (the "Exchange Act").

(d)      "Company" - ADVANCED PLANT  PHARMACEUTICALS,  INC. and its subsidiaries
         including subsidiaries of subsidiaries.

(e)      "Exchange Act" - The  Securities  Exchange Act of 1934, as amended from
         time to time.

(f)      "Fair Market Value" - The fair market value of the Company's issued and
         outstanding  Stock  as  determined  in  good  faith  by  the  Board  or
         Committee.

(g)      "Grant" - The grant of any form of stock option,  stock award, or stock
         purchase offer, whether granted singly, in combination or in tandem, to
         a Participant pursuant to such terms, conditions and limitations as the
         Committee may establish in order to fulfill the objectives of the Plan.

(h)      "Grant  Agreement" - An agreement between the Company and a Participant
         that sets forth the terms,  conditions and limitations  applicable to a
         Grant.

(i)      "Option" - Either an Incentive Stock Option, in accordance with Section
         422 of Code, or a Nonstatutory  Option, to purchase the Company's Stock
         that may be awarded to a Participant  under the Plan. A Participant who
         receives an award of an Option shall be referred to as an "Optionee."



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(j)      "Participant"  - A director,  officer,  employee or  consultant  of the
         Company to whom an Award has been made under the Plan.

(k)      "Restricted  Stock Purchase Offer" - A Grant of the right to purchase a
         specified  number of shares of Stock  pursuant  to a written  agreement
         issued under the Plan.

(l)      "Securities  Act" - The Securities Act of 1933, as amended from time to
         time.

(m)      "Stock" - Authorized  and issued or unissued  shares of common stock of
         the Company.

(n)      "Stock Award" - A Grant made under the Plan in stock or  denominated in
         units of stock  for  which  the  Participant  is not  obligated  to pay
         additional consideration.

2.       Administration.  The Plan shall be administered by the Board,  provided
         however,  that  the  Board  may  delegate  such  administration  to the
         Committee.  Subject to the provisions of the Plan, the Board and/or the
         Committee  shall  have  authority  to (a)  grant,  in  its  discretion,
         Incentive  Stock Options in accordance with Section 422 of the Code, or
         Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers;
         (b)  determine in good faith the fair market value of the Stock covered
         by any Grant; (c) determine which eligible persons shall receive Grants
         and the  number of shares,  restrictions,  terms and  conditions  to be
         included in such  Grants;  (d)  construe and  interpret  the Plan;  (e)
         promulgate,  amend and rescind  rules and  regulations  relating to its
         administration,  and correct defects,  omissions and inconsistencies in
         the  Plan or any  Grant;  (f)  consistent  with  the  Plan and with the
         consent of the Participant, as appropriate, amend any outstanding Grant
         or amend the exercise date or dates thereof; (g) determine the duration
         and purpose of leaves of absence  which may be granted to  Participants
         without constituting termination of their employment for the purpose of
         the Plan or any Grant; and (h) make all other determinations  necessary
         or advisable  for the Plan's  administration.  The  interpretation  and
         construction by the Board of any provisions of the Plan or selection of
         Participants  shall be conclusive and final.  No member of the Board or
         the Committee shall be liable for any action or  determination  made in
         good faith with respect to the Plan or any Grant made thereunder.

3.       Eligibility.

(a)      General:  The persons who shall be eligible to receive  Grants shall be
         directors,  officers, employees or consultants to the Company. The term
         consultant  shall  mean any  person,  other  than an  employee,  who is
         engaged by the Company to render  services and is compensated  for such
         services.  An Optionee may hold more than one Option. Any issuance of a
         Grant to an officer or director of the Company  subsequent to the first
         registration of any of the securities of the Company under the Exchange
         Act shall comply with the requirements of Rule 16b-3.

(b)      Incentive Stock Options:  Incentive Stock Options may only be issued to
         employees of the  Company.  Incentive  Stock  Options may be granted to
         officers or directors, provided they are also employees of the Company.
         Payment  of a  director's  fee shall not be  sufficient  to  constitute
         employment by the Company.



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                  The Company  shall not grant an  Incentive  Stock Option under
         the Plan to any  employee if such Grant would  result in such  employee
         holding  the right to exercise  for the first time in any one  calendar
         year,  under all Incentive  Stock Options granted under the Plan or any
         other plan  maintained by the Company,  with respect to shares of Stock
         having an aggregate fair market value, determined as of the date of the
         Option is granted, in excess of $100,000.  Should it be determined that
         an Incentive  Stock Option  granted under the Plan exceeds such maximum
         for any  reason  other  than a failure in good faith to value the Stock
         subject to such  option,  the excess  portion of such  option  shall be
         considered a Nonstatutory  Option. To the extent the employee holds two
         (2) or more such Options which become exercisable for the first time in
         the same calendar year, the foregoing  limitation on the exercisability
         of such Option as Incentive  Stock  Options  under the Federal tax laws
         shall be applied on the basis of the order in which  such  Options  are
         granted.  If, for any reason,  an entire  Option does not qualify as an
         Incentive Stock Option by reason of exceeding such maximum, such Option
         shall be considered a Nonstatutory Option.

(c)      Nonstatutory Option: The provisions of the foregoing Section 3(b) shall
         not apply to any Option designated as a "Nonstatutory  Option" or which
         sets  forth  the  intention  of  the  parties  that  the  Option  be  a
         Nonstatutory Option.

(d)      Stock Awards and Restricted  Stock Purchase  Offers:  The provisions of
         this Section 3 shall not apply to any Stock Award or  Restricted  Stock
         Purchase Offer under the Plan.

4.       Stock.

(a)      Authorized  Stock:  Stock  subject to Grants may be either  unissued or
         reacquired Stock.

(b)      Number of Shares:  Subject to adjustment as provided in Section 5(i) of
         the Plan, the total number of shares of Stock which may be purchased or
         granted directly by Options,  Stock Awards or Restricted Stock Purchase
         Offers,  or purchased  indirectly  through  exercise of Options granted
         under the Plan shall not exceed Fifteen  Million  (15,000,000).  If any
         Grant shall for any reason  terminate or expire,  any shares  allocated
         thereto but remaining  unpurchased  upon such expiration or termination
         shall again be available for Grants with respect thereto under the Plan
         as though no Grant had previously occurred with respect to such shares.
         Any shares of Stock issued pursuant to a Grant and repurchased pursuant
         to the terms thereof shall be available for future Grants as though not
         previously covered by a Grant.

(c)      Reservation of Shares:  The Company shall reserve and keep available at
         all times during the term of the Plan such number of shares as shall be
         sufficient  to  satisfy  the   requirements  of  the  Plan.  If,  after
         reasonable efforts, which efforts shall not include the registration of
         the Plan or Grants under the  Securities  Act, the Company is unable to
         obtain   authority  from  any   applicable   regulatory   body,   which
         authorization  is deemed necessary by legal counsel for the Company for
         the lawful issuance of shares hereunder,  the Company shall be relieved
         of any  liability  with  respect  to its  failure to issue and sell the
         shares  for which  such  requisite  authority  was so deemed  necessary
         unless and until such authority is obtained.



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(d)      Application  of Funds:  The  proceeds  received by the Company from the
         sale of Stock pursuant to the exercise of Options or rights under Stock
         Purchase Agreements will be used for general corporate purposes.

(e)      No  Obligation  to  Exercise:  The  issuance of a Grant shall impose no
         obligation  upon the  Participant  to  exercise  any rights  under such
         Grant.

5.       Terms and Conditions of Options.  Options  granted  hereunder  shall be
         evidenced  by  agreements   between  the  Company  and  the  respective
         Optionees,  in such form and substance as the Board or Committee  shall
         from time to time approve. The form of Incentive Stock Option Agreement
         attached  hereto as  Exhibit A and the  three  forms of a  Nonstatutory
         Stock  Option   Agreement   for   employees,   for  directors  and  for
         consultants,  attached  hereto as Exhibit B-1,  Exhibit B-2 and Exhibit
         B-3, respectively,  shall be deemed to be approved by the Board. Option
         agreements  need not be  identical,  and in each case may include  such
         provisions  as the  Board  or  Committee  may  determine,  but all such
         agreements  shall be subject to and limited by the following  terms and
         conditions:

(a)           Number of Shares:  Each Option shall state the number of shares to
              which it pertains.

(b)           Exercise Price: Each Option shall state the exercise price,  which
              shall be determined as follows:

         (i)      Any Incentive Stock Option granted to a person who at the time
                  the Option is granted  owns (or is deemed to own  pursuant  to
                  Section  424(d) of the Code)  stock  possessing  more than ten
                  percent (10%) of the total  combined  voting power or value of
                  all classes of stock of the  Company  ("Ten  Percent  Holder")
                  shall have an exercise  price of no less than 110% of the Fair
                  Market Value of the Stock as of the date of grant; and

         (ii)     Incentive  Stock  Options  granted to a person who at the time
                  the Option is granted is not a Ten Percent  Holder  shall have
                  an  exercise  price of no less  than  100% of the Fair  Market
                  Value of the Stock as of the date of grant.

                  For the purposes of this Section  5(b),  the Fair Market Value
         shall be as determined by the Board in good faith, which  determination
         shall be conclusive and binding;  provided however,  that if there is a
         public market for such Stock,  the Fair Market Value per share shall be
         the average of the bid and asked  prices (or the closing  price if such
         stock is listed on the NASDAQ National Market System or Small Cap Issue
         Market)  on the date of grant of the  Option,  or if  listed on a stock
         exchange, the closing price on such exchange on such date of grant.

(c)           Medium  and Time of  Payment:  The  exercise  price  shall  become
              immediately  due upon  exercise of the Option and shall be paid in
              cash or check made  payable to the Company.  Should the  Company's
              outstanding  Stock  be  registered  under  Section  12(g)  of  the
              Exchange  Act at the  time  the  Option  is  exercised,  then  the
              exercise price may also be paid as follows:

         (i)      in  shares of Stock  held by the  Optionee  for the  requisite
                  period  necessary to avoid a charge to the Company's  earnings
                  for  financial  reporting  purposes  and valued at Fair Market
                  Value on the exercise date, or



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         (ii)     through a special sale and  remittance  procedure  pursuant to
                  which the  Optionee  shall  concurrently  provide  irrevocable
                  written  instructions  (a) to a Company  designated  brokerage
                  firm to effect the immediate sale of the purchased  shares and
                  remit to the Company,  out of the sale  proceeds  available on
                  the settlement  date,  sufficient funds to cover the aggregate
                  exercise  price  payable  for the  purchased  shares  plus all
                  applicable  Federal,  state and local  income  and  employment
                  taxes required to be withheld by the Company by reason of such
                  purchase  and (b) to the Company to deliver  the  certificates
                  for the purchased  shares  directly to such  brokerage firm in
                  order to complete the sale transaction.

                  At the discretion of the Board, exercisable either at the time
         of Option grant or of Option  exercise,  the exercise price may also be
         paid  (i) by  Optionee's  delivery  of a  promissory  note in form  and
         substance  satisfactory  to  the  Company  and  permissible  under  the
         Securities  Rules of the State of New York and  bearing  interest  at a
         rate  determined by the Board in its sole  discretion,  but in no event
         less than the minimum rate of interest required to avoid the imputation
         of  compensation  income to the Optionee under the Federal tax laws, or
         (ii) in such  other  form of  consideration  permitted  by the New York
         corporations law as may be acceptable to the Board.

(d)      Term and Exercise of Options:  Any Option granted to an employee of the
         Company shall become  exercisable  over a period of no longer than five
         (5) years,  and no less than twenty percent (20%) of the shares covered
         thereby  shall  become  exercisable   annually.   No  Option  shall  be
         exercisable,  in whole or in part,  prior to one (1) year from the date
         it is granted unless the Board shall specifically  determine otherwise,
         as provided herein.  In no event shall any Option be exercisable  after
         the  expiration  of ten (10) years from the date it is granted,  and no
         Incentive  Stock Option granted to a Ten Percent  Holder shall,  by its
         terms,  be exercisable  after the expiration of five (5) years from the
         date of the  Option.  Unless  otherwise  specified  by the Board or the
         Committee in the resolution  authorizing such Option, the date of grant
         of an Option shall be deemed to be the date upon which the Board or the
         Committee authorizes the granting of such Option.

              Each Option shall be  exercisable  to the nearest whole share,  in
         installments  or otherwise,  as the  respective  Option  agreements may
         provide.  During the  lifetime  of an  Optionee,  the  Option  shall be
         exercisable  only  by the  Optionee  and  shall  not be  assignable  or
         transferable  by the  Optionee,  and no other person shall  acquire any
         rights therein. To the extent not exercised, installments (if more than
         one) shall accumulate,  but shall be exercisable,  in whole or in part,
         only during the period for exercise as stated in the Option  agreement,
         whether or not other installments are then exercisable.

(e)      Termination  of  Status  as  Employee,   Consultant  or  Director:   If
         Optionee's  status as an employee shall  terminate for any reason other
         than Optionee's  disability or death, then Optionee (or if the Optionee
         shall die after such  termination,  but prior to  exercise,  Optionee's
         personal  representative  or the  person  entitled  to  succeed  to the
         Option)  shall  have  the  right to  exercise  the  portions  of any of
         Optionee's  Incentive  Stock Options which were  exercisable  as of the
         date of such  termination,  in whole or in part,  not less than 30 days
         nor more than three (3) months after such termination (or, in the event
         of  "termination  for good  cause" as that term is  defined in New York
         case law  related  thereto,  or by the terms of the Plan or the  Option
         Agreement or an employment  agreement,  the Option shall  automatically
         terminate as of the  termination of employment as to all shares covered
         by the Option).



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                  With respect to  Nonstatutory  Options  granted to  employees,
         directors  or  consultants,  the  Board may  specify  such  period  for
         exercise,   not  less  than  30  days  (except  that  in  the  case  of
         "termination  for  cause" or removal of a  director,  the Option  shall
         automatically terminate as of the termination of employment or services
         as to shares covered by the Option, following termination of employment
         or services as the Board deems reasonable and  appropriate.  The Option
         may be exercised  only with respect to  installments  that the Optionee
         could  have  exercised  at the date of  termination  of  employment  or
         services.  Nothing  contained  herein or in any Option granted pursuant
         hereto shall be construed to affect or restrict in any way the right of
         the Company to terminate the employment or services of an Optionee with
         or without cause.

(f)      Disability of Optionee:  If an Optionee is disabled (within the meaning
         of Section 22(e)(3) of the Code) at the time of termination,  the three
         (3)  month  period  set forth in  Section  5(e)  shall be a period,  as
         determined  by the Board and set forth in the Option,  of not less than
         six months nor more than one year after such termination.

(g)      Death of Optionee:  If an Optionee dies while employed by, engaged as a
         consultant to, or serving as a Director of the Company,  the portion of
         such  Optionee's  Option which was exercisable at the date of death may
         be exercised,  in whole or in part, by the estate of the decedent or by
         a person  succeeding  to the right to exercise  such Option at any time
         within (i) a period,  as  determined  by the Board and set forth in the
         Option,  of not less  than six (6)  months  nor more  than one (1) year
         after Optionee's death,  which period shall not be more, in the case of
         a  Nonstatutory   Option,   than  the  period  for  exercise  following
         termination  of  employment  or services,  or (ii) during the remaining
         term of the  Option,  whichever  is the  lesser.  The  Option may be so
         exercised only with respect to installments  exercisable at the time of
         Optionee's death and not previously exercised by the Optionee.

(h)      Nontransferability  of Option:  No Option shall be  transferable by the
         Optionee, except by will or by the laws of descent and distribution.

(i)      Recapitalization:  Subject to any required action of shareholders,  the
         number of shares of Stock covered by each outstanding  Option,  and the
         exercise  price per share thereof set forth in each such Option,  shall
         be proportionately  adjusted for any increase or decrease in the number
         of issued shares of Stock of the Company  resulting from a stock split,
         stock dividend, combination, subdivision or reclassification of shares,
         or the payment of a stock  dividend,  or any other increase or decrease
         in the number of such shares affected  without receipt of consideration
         by the Company;  provided,  however,  the conversion of any convertible
         securities  of the Company  shall not be deemed to have been  "effected
         without receipt of consideration" by the Company.



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              In the  event of a  proposed  dissolution  or  liquidation  of the
         Company,  a merger or  consolidation  in which the  Company  is not the
         surviving  entity,  or a sale of all or substantially all of the assets
         or capital  stock of the Company  (collectively,  a  "Reorganization"),
         unless  otherwise  provided by the Board,  this Option shall  terminate
         immediately  prior to such date as is  determined  by the Board,  which
         date shall be no later than the consummation of such Reorganization. In
         such event, if the entity which shall be the surviving  entity does not
         tender to Optionee an offer,  for which it has no  obligation to do so,
         to  substitute  for any  unexercised  Option a stock  option or capital
         stock of such surviving of such surviving entity, as applicable,  which
         on an equitable basis shall provide the Optionee with substantially the
         same economic  benefit as such unexercised  Option,  then the Board may
         grant to such Optionee, in its sole and absolute discretion and without
         obligation, the right for a period commencing thirty (30) days prior to
         and  ending  immediately  prior to the  date  determined  by the  Board
         pursuant  hereto for  termination of the Option or during the remaining
         term of the Option,  whichever is the lesser, to exercise any unexpired
         Option or  Options  without  regard to the  installment  provisions  of
         Paragraph 6(d) of the Plan; provided, that any such right granted shall
         be  granted  to  all  Optionees  not  receiving  an  offer  to  receive
         substitute  options on a consistent basis, and provided  further,  that
         any  such  exercise  shall  be  subject  to the  consummation  of  such
         Reorganization.

                  Subject to any required action of shareholders, if the Company
         shall be the  surviving  entity in any  merger or  consolidation,  each
         outstanding  Option  thereafter  shall  pertain  to  and  apply  to the
         securities  to which a holder of shares  of Stock  equal to the  shares
         subject to the Option would have been entitled by reason of such merger
         or consolidation.

                  In the  event  of a change  in the  Stock  of the  Company  as
         presently  constituted,  which is  limited  to a  change  of all of its
         authorized shares without par value into the same number of shares with
         a par value,  the shares resulting from any such change shall be deemed
         to be the Stock within the meaning of the Plan.

                  To the extent that the foregoing  adjustments  relate to stock
         or securities  of the Company,  such  adjustments  shall be made by the
         Board, whose determination in that respect shall be final,  binding and
         conclusive.  Except as  expressly  provided in this Section  5(i),  the
         Optionee  shall  have  no  rights  by  reason  of  any  subdivision  or
         consolidation  of shares of stock of any  class or the  payment  of any
         stock  dividend  or any other  increase  or  decrease  in the number of
         shares  of stock of any  class,  and the  number  or price of shares of
         Stock subject to any Option shall not be affected by, and no adjustment
         shall be made by  reason  of,  any  dissolution,  liquidation,  merger,
         consolidation  or sale of assets or capital stock,  or any issue by the
         Company of shares of stock of any class or securities  convertible into
         shares of stock of any class.

                  The Grant of an Option  pursuant  to the Plan shall not affect
         in any way the right or power of the  Company to make any  adjustments,
         reclassifications,   reorganizations  or  changes  in  its  capital  or
         business structure or to merge, consolidate,  dissolve, or liquidate or
         to sell or transfer all or any part of its business or assets.

(j)      Rights  as a  Shareholder:  An  Optionee  shall  have  no  rights  as a
         shareholder  with respect to any shares  covered by an Option until the
         effective date of the issuance of the shares following exercise of such
         Option by Optionee. No adjustment shall be made for dividends (ordinary
         or  extraordinary,  whether in cash,  securities or other  property) or
         distributions or other rights for which the record date is prior to the
         date such stock certificate is issued,  except as expressly provided in
         Section 5(i) hereof.



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(k)      Modification,  Acceleration, Extension, and Renewal of Options: Subject
         to the terms and conditions and within the limitations of the Plan, the
         Board  may  modify  an  Option,  or,  once an  Option  is  exercisable,
         accelerate  the rate at which it may be  exercised,  and may  extend or
         renew  outstanding  Options  granted  under  the  Plan  or  accept  the
         surrender  of  outstanding  Options  (to  the  extent  not  theretofore
         exercised)  and authorize  the granting of new Options in  substitution
         for such Options, provided such action is permissible under Section 422
         of the Code  and the New York  Securities  Rules.  Notwithstanding  the
         provisions of this Section 5(k),  however, no modification of an Option
         shall,  without the consent of the  Optionee,  alter to the  Optionee's
         detriment  or  impair  any  rights  or  obligations  under  any  Option
         theretofore granted under the Plan.

(l)      Exercise  Before  Exercise  Date: At the  discretion of the Board,  the
         Option may, but need not, include a provision  whereby the Optionee may
         elect to exercise  all or any portion of the Option prior to the stated
         exercise date of the Option or any installment  thereof.  Any shares so
         purchased  prior  to the  stated  exercise  date  shall be  subject  to
         repurchase by the Company upon termination of Optionee's  employment as
         contemplated  by Section 5(n) hereof prior to the exercise  date stated
         in the Option and such other  restrictions  and conditions as the Board
         or Committee may deem advisable.

(m)      Other Provisions: The Option agreements authorized under the Plan shall
         contain  such  other   provisions,   including,   without   limitation,
         restrictions  upon the  exercise  of the  Options,  as the Board or the
         Committee shall deem advisable.  Shares shall not be issued pursuant to
         the  exercise  of an  Option,  if the  exercise  of such  Option or the
         issuance of shares  thereunder  would violate,  in the opinion of legal
         counsel for the Company,  the  provisions of any  applicable law or the
         rules or regulations of any applicable  governmental or  administrative
         agency or body, such as the Code, the Securities Act, the Exchange Act,
         the New York Securities  Rules, New York corporation law, and the rules
         promulgated  under the  foregoing or the rules and  regulations  of any
         exchange  upon  which the shares of the  Company  are  listed.  Without
         limiting the generality of the  foregoing,  the exercise of each Option
         shall be subject to the condition that if at any time the Company shall
         determine that (i) the satisfaction of withholding tax or other similar
         liabilities, or (ii) the listing,  registration or qualification of any
         shares covered by such exercise upon any  securities  exchange or under
         any state or  federal  law,  or (iii) the  consent or  approval  of any
         regulatory  body, or (iv) the perfection of any exemption from any such
         withholding, listing, registration,  qualification, consent or approval
         is  necessary  or desirable  in  connection  with such  exercise or the
         issuance of shares  thereunder,  then in any such event,  such exercise
         shall not be effective unless such withholding,  listing  registration,
         qualification, consent, approval or exemption shall have been effected,
         obtained or perfected  free of any  conditions  not  acceptable  to the
         Company.

(n)      Repurchase  Agreement:  The Board may, in its discretion,  require as a
         condition to the Grant of an Option hereunder, that an Optionee execute
         an agreement with the Company,  in form and substance  satisfactory  to
         the Board in its discretion ("Repurchase  Agreement"),  (i) restricting
         the Optionee's  right to transfer  shares  purchased  under such Option
         without   first   offering  such  shares  to  the  Company  or  another
         shareholder  of the  Company  upon the same  terms  and  conditions  as
         provided   therein;   and  (ii)  providing  that  upon  termination  of
         Optionee's employment with the Company, for any reason, the Company (or
         another  shareholder  of the  Company,  as provided  in the  Repurchase
         Agreement) shall have the right at its discretion (or the discretion of
         such other  shareholders)  to  purchase  and/or  redeem all such shares
         owned  by  the  Optionee  on  the  date  of  termination  of his or her
         employment at a price equal to: (A) the fair value of such shares as of
         such date of termination; or (B) if such repurchase right lapses at 20%
         of the number of shares per year,  the original  purchase price of such
         shares,  and  upon  terms of  payment  permissible  under  the New York
         securities rules;  provided that in the case of Options or Stock Awards
         granted  to  officers,  directors,  consultants  or  affiliates  of the
         Company,  such  repurchase  provisions  may be subject to additional or
         greater restrictions as determined by the Board or Committee.



                                       8
<PAGE>

6.   Stock Awards and Restricted Stock Purchase Offers.

(a)  Types of Grants.

         (i)      Stock Award. All or part of any Stock Award under the Plan may
                  be  subject  to  conditions  established  by the  Board or the
                  Committee,  and set forth in the Stock Award Agreement,  which
                  may include,  but are not limited to, continuous  service with
                  the  Company,  achievement  of specific  business  objectives,
                  increases in  specified  indices,  attaining  growth rates and
                  other  comparable  measurements of Company  performance.  Such
                  Awards may be based on Fair  Market  Value or other  specified
                  valuation.  All  Stock  Awards  will be made  pursuant  to the
                  execution of a Stock Award Agreement substantially in the form
                  attached hereto as Exhibit C.

         (ii)     Restricted Stock Purchase Offer. A Grant of a Restricted Stock
                  Purchase  Offer  under the Plan  shall be  subject to such (i)
                  vesting contingencies  related to the Participant's  continued
                  association  with the Company  for a  specified  time and (ii)
                  other  specified  conditions  as the Board or Committee  shall
                  determine,  in  their  sole  discretion,  consistent  with the
                  provisions of the Plan. All Restricted  Stock Purchase  Offers
                  shall be made pursuant to a Restricted  Stock  Purchase  Offer
                  substantially in the form attached hereto as Exhibit D.

(b)      Conditions and  Restrictions.  Shares of Stock which  Participants  may
         receive as a Stock Award under a Stock Award  Agreement  or  Restricted
         Stock  Purchase  Offer  under a  Restricted  Stock  Purchase  Offer may
         include such  restrictions  as the Board or Committee,  as  applicable,
         shall determine, including restrictions on transfer, repurchase rights,
         right of first  refusal,  and forfeiture  provisions.  When transfer of
         Stock is so  restricted  or  subject  to  forfeiture  provisions  it is
         referred to as  "Restricted  Stock".  Further,  with Board or Committee
         approval,  Stock  Awards or  Restricted  Stock  Purchase  Offers may be
         deferred,  either  in the form of  installments  or a  future  lump sum
         distribution.  The Board or Committee may permit selected  Participants
         to elect to defer  distributions  of Stock Awards or  Restricted  Stock
         Purchase Offers in accordance with procedures  established by the Board
         or  Committee  to assure that such  deferrals  comply  with  applicable
         requirements of the Code including, at the choice of Participants,  the
         capability to make further deferrals for distribution after retirement.
         Any  deferred  distribution,  whether  elected  by the  Participant  or
         specified  by the Stock  Award  Agreement,  Restricted  Stock  Purchase
         Offers  or by the  Board or  Committee,  may  require  the  payment  be
         forfeited in accordance with the provisions of Section 6(c).  Dividends
         or dividend  equivalent  rights may be extended to and made part of any
         Stock Award or Restricted Stock Purchase Offers denominated in Stock or
         units of Stock,  subject to such terms,  conditions and restrictions as
         the Board or Committee may establish.



                                       9
<PAGE>

(c)  Cancellation and Rescission of Grants.  Unless the Stock Award Agreement or
     Restricted  Stock  Purchase  Offer  specifies   otherwise,   the  Board  or
     Committee,  as applicable,  may cancel any unexpired,  unpaid,  or deferred
     Grants at any time if the  Participant is not in compliance  with all other
     applicable  provisions  of the Stock Award  Agreement or  Restricted  Stock
     Purchase Offer, the Plan and with the following conditions:

         (i)      A Participant  shall not render services for any  organization
                  or engage directly or indirectly in any business which, in the
                  judgment  of the chief  executive  officer  of the  Company or
                  other senior officer designated by the Board or Committee,  is
                  or becomes competitive with the Company, or which organization
                  or business, or the rendering of services to such organization
                  or  business,  is or becomes  otherwise  prejudicial  to or in
                  conflict with the interests of the Company.  For  Participants
                  whose  employment  has  terminated,  the judgment of the chief
                  executive officer shall be based on the Participant's position
                  and  responsibilities  while  employed  by  the  Company,  the
                  Participant's  post-employment  responsibilities  and position
                  with the other  organization or business,  the extent of past,
                  current and  potential  competition  or  conflict  between the
                  Company and the other organization or business,  the effect on
                  the Company's  customers,  suppliers and  competitors and such
                  other   considerations   as  are  deemed  relevant  given  the
                  applicable  facts and  circumstances.  A  Participant  who has
                  retired shall be free,  however,  to purchase as an investment
                  or otherwise,  stock or other securities of such  organization
                  or  business  so long as they  are  listed  upon a  recognized
                  securities  exchange  or  traded  over-the-counter,  and  such
                  investment does not represent a substantial  investment to the
                  Participant  or  a  greater  than  ten  percent  (10%)  equity
                  interest in the organization or business.

         (ii)     A Participant  shall not, without prior written  authorization
                  from the Company,  disclose to anyone outside the Company,  or
                  use in other than the  Company's  business,  any  confidential
                  information   or  material,   as  defined  in  the   Company's
                  Proprietary  Information  and  Invention  Agreement or similar
                  agreement regarding confidential  information and intellectual
                  property, relating to the business of the Company, acquired by
                  the  Participant  either during or after  employment  with the
                  Company.

         (iii)    A   Participant,   pursuant  to  the   Company's   Proprietary
                  Information and Invention  Agreement,  shall disclose promptly
                  and assign to the Company all right, title and interest in any
                  invention or idea, patentable or not, made or conceived by the
                  Participant during employment by the Company,  relating in any
                  manner to the  actual or  anticipated  business,  research  or
                  development   work  of  the  Company  and  shall  do  anything
                  reasonably  necessary to enable the Company to secure a patent
                  where   appropriate  in  the  United  States  and  in  foreign
                  countries.



                                       10
<PAGE>

         (iv)     Upon exercise,  payment or delivery  pursuant to a Grant,  the
                  Participant   shall  certify  on  a  form  acceptable  to  the
                  Committee  that he or she is in compliance  with the terms and
                  conditions  of the Plan.  Failure  to  comply  with all of the
                  provisions  of this  Section  6(c) prior to, or during the six
                  months after, any exercise,  payment or delivery pursuant to a
                  Grant  shall  cause such  exercise,  payment or delivery to be
                  rescinded. The Company shall notify the Participant in writing
                  of any such  rescission  within two years after such exercise,
                  payment or delivery.  Within ten days after  receiving  such a
                  notice  from the  Company,  the  Participant  shall pay to the
                  Company the amount of any gain realized or payment received as
                  a  result  of the  rescinded  exercise,  payment  or  delivery
                  pursuant to a Grant. Such payment shall be made either in cash
                  or by  returning  to the Company the number of shares of Stock
                  that the Participant received in connection with the rescinded
                  exercise, payment or delivery.

(d)  Nonassignability.

         (i)      Except  pursuant to Section  6(e)(iii) and except as set forth
                  in Section  6(d)(ii),  no Grant or any other benefit under the
                  Plan shall be  assignable  or  transferable,  or payable to or
                  exercisable  by, anyone other than the  Participant to whom it
                  was granted.

         (ii)     Where a Participant  terminates employment and retains a Grant
                  pursuant  to  Section  6(e)(ii)  in order to assume a position
                  with a  governmental,  charitable or educational  institution,
                  the Board or Committee,  in its  discretion  and to the extent
                  permitted by law, may authorize a third party  (including  but
                  not limited to the trustee of a "blind" trust),  acceptable to
                  the applicable governmental or institutional authorities,  the
                  Participant  and the Board or  Committee,  to act on behalf of
                  the Participant with regard to such Awards.

(e)  Termination of Employment. If the employment or service to the Company of a
     Participant  terminates,  other  than  pursuant  to any  of  the  following
     provisions  under this Section 6(e), all  unexercised,  deferred and unpaid
     Stock  Awards  or  Restricted  Stock  Purchase  Offers  shall be  cancelled
     immediately,  unless the Stock Award Agreement or Restricted Stock Purchase
     Offer provides otherwise:

         (i)      Retirement   Under  a   Company   Retirement   Plan.   When  a
                  Participant's  employment terminates as a result of retirement
                  in accordance with the terms of a Company retirement plan, the
                  Board or Committee may permit Stock Awards or Restricted Stock
                  Purchase  Offers  to  continue  in effect  beyond  the date of
                  retirement in accordance  with the applicable  Grant Agreement
                  and the  exercisability  and vesting of any such Grants may be
                  accelerated.

         (ii)     Rights  in  the  Best   Interests  of  the  Company.   When  a
                  Participant  resigns  from the Company and, in the judgment of
                  the Board or Committee,  the acceleration  and/or continuation
                  of  outstanding  Stock  Awards or  Restricted  Stock  Purchase
                  Offers  would be in the best  interests  of the  Company,  the
                  Board or Committee may (i) authorize,  where appropriate,  the
                  acceleration  and/or continuation of all or any part of Grants
                  issued prior to such termination and (ii) permit the exercise,
                  vesting  and  payment of such Grants for such period as may be
                  set  forth  in the  applicable  Grant  Agreement,  subject  to
                  earlier cancellation  pursuant to Section 9 or at such time as
                  the Board or Committee  shall deem the  continuation of all or
                  any part of the Participant's  Grants are not in the Company's
                  best interest.



                                       11
<PAGE>

         (iii)    Death or Disability of a Participant.

                  (1)      In  the   event  of  a   Participant's   death,   the
                           Participant's  estate or  beneficiaries  shall have a
                           period up to the  expiration  date  specified  in the
                           Grant  Agreement  within which to receive or exercise
                           any outstanding  Grant held by the Participant  under
                           such  terms  as may be  specified  in the  applicable
                           Grant  Agreement.  Rights  to  any  such  outstanding
                           Grants  shall pass by will or the laws of descent and
                           distribution   in  the   following   order:   (a)  to
                           beneficiaries  so designated by the  Participant;  if
                           none,  then  (b)  to a  legal  representative  of the
                           Participant;   if  none,  then  (c)  to  the  persons
                           entitled   thereto  as   determined  by  a  court  of
                           competent  jurisdiction.  Grants so passing  shall be
                           made  at such  times  and in  such  manner  as if the
                           Participant were living.

                  (2)      In the event a Participant  is deemed by the Board or
                           Committee  to be unable to  perform  his or her usual
                           duties  by  reason  of  mental  disorder  or  medical
                           condition  which  does not result  from  facts  which
                           would be grounds for  termination  for cause,  Grants
                           and  rights  to any  such  Grants  may be  paid to or
                           exercised by the Participant,  if legally  competent,
                           or a committee or other legally  designated  guardian
                           or  representative  if  the  Participant  is  legally
                           incompetent by virtue of such disability.

                  (3)      After the death or disability of a  Participant,  the
                           Board or Committee may in its sole  discretion at any
                           time (1) terminate  restrictions in Grant Agreements;
                           (2)  accelerate any or all  installments  and rights;
                           and (3)  instruct the Company to pay the total of any
                           accelerated   payments   in  a   lump   sum   to  the
                           Participant,  the Participant's estate, beneficiaries
                           or  representative;   notwithstanding  that,  in  the
                           absence  of  such   termination  of  restrictions  or
                           acceleration of payments,  any or all of the payments
                           due under  the Grant  might  ultimately  have  become
                           payable to other beneficiaries.

                  (4)      In the event of uncertainty as to  interpretation  of
                           or  controversies  concerning  this  Section  6,  the
                           determinations   of  the  Board  or   Committee,   as
                           applicable, shall be binding and conclusive.

7.       Investment  Intent. All Grants under the Plan are intended to be exempt
         from  registration  under  the  Securities  Act  provided  by Rule  701
         thereunder.  Unless  and  until the  granting  of  Options  or sale and
         issuance  of  Stock  subject  to the  Plan  are  registered  under  the
         Securities  Act or shall be exempt  pursuant  to the rules  promulgated
         thereunder,  each Grant under the Plan shall provide that the purchases
         or other  acquisitions  of  Stock  thereunder  shall be for  investment
         purposes and not with a view to, or for resale in connection  with, any
         distribution  thereof.  Further,  unless the  issuance  and sale of the
         Stock have been  registered  under the Securities Act, each Grant shall
         provide  that no shares  shall be  purchased  upon the  exercise of the
         rights  under  such  Grant  unless  and until  (i) all then  applicable
         requirements  of state and federal laws and  regulatory  agencies shall
         have been fully  complied with to the  satisfaction  of the Company and
         its counsel,  and (ii) if requested to do so by the Company, the person
         exercising the rights under the Grant shall (i) give written assurances
         as to  knowledge  and  experience  of such person (or a  representative
         employed by such  person) in  financial  and  business  matters and the
         ability of such person (or  representative)  to evaluate the merits and
         risks of  exercising  the Option,  and (ii)  execute and deliver to the
         Company a letter of investment intent and/or such other form related to
         applicable exemptions from registration, all in such form and substance
         as the Company may require.  If shares are issued upon  exercise of any
         rights under a Grant without  registration  under the  Securities  Act,
         subsequent  registration  of such shares  shall  relieve the  purchaser
         thereof of any investment restrictions or representations made upon the
         exercise of such rights.



                                       12
<PAGE>

8.       Amendment, Modification,  Suspension or Discontinuance of the Plan. The
         Board may, insofar as permitted by law, from time to time, with respect
         to any shares at the time not subject to outstanding Grants, suspend or
         terminate  the Plan or  revise or amend it in any  respect  whatsoever,
         except that without the approval of the shareholders of the Company, no
         such  revision or  amendment  shall (i)  increase  the number of shares
         subject to the Plan,  (ii)  decrease  the price at which  Grants may be
         granted,  (iii) materially  increase the benefits to  Participants,  or
         (iv) change the class of persons  eligible to receive  Grants under the
         Plan;  provided,  however,  no such  action  shall  alter or impair the
         rights and obligations  under any Option, or Stock Award, or Restricted
         Stock  Purchase Offer  outstanding  as of the date thereof  without the
         written consent of the Participant  thereunder.  No Grant may be issued
         while the Plan is suspended or after it is  terminated,  but the rights
         and  obligations  under  any Grant  issued  while the Plan is in effect
         shall not be impaired by suspension or termination of the Plan.

              In the event of any change in the outstanding Stock by reason of a
     stock split,  stock dividend,  combination or  reclassification  of shares,
     recapitalization,  merger, or similar event, the Board or the Committee may
     adjust  proportionally (a) the number of shares of Stock (i) reserved under
     the Plan,  (ii)  available  for Incentive  Stock  Options and  Nonstatutory
     Options and (iii) covered by outstanding  Stock Awards or Restricted  Stock
     Purchase Offers;  (b) the Stock prices related to outstanding  Grants;  and
     (c) the appropriate  Fair Market Value and other price  determinations  for
     such Grants.  In the event of any other change  affecting  the Stock or any
     distribution  (other than normal cash dividends) to holders of Stock,  such
     adjustments  as may be  deemed  equitable  by the  Board or the  Committee,
     including  adjustments to avoid  fractional  shares,  shall be made to give
     proper  effect  to  such  event.  In  the  event  of  a  corporate  merger,
     consolidation, acquisition of property or stock, separation, reorganization
     or liquidation,  the Board or the Committee shall be authorized to issue or
     assume stock  options,  whether or not in a  transaction  to which  Section
     424(a) of the Code applies,  and other Grants by means of  substitution  of
     new Grant  Agreements  for  previously  issued  Grants or an  assumption of
     previously issued Grants.

9.   Tax  Withholding.  The  Company  shall have the right to deduct  applicable
     taxes from any Grant  payment  and  withhold,  at the time of  delivery  or
     exercise of Options,  Stock Awards or Restricted  Stock Purchase  Offers or
     vesting of shares under such Grants,  an  appropriate  number of shares for
     payment of taxes  required  by law or to take such  other  action as may be
     necessary  in the  opinion of the Company to satisfy  all  obligations  for
     withholding  of such taxes.  If Stock is used to satisfy  tax  withholding,
     such  stock  shall be valued  based on the Fair  Market  Value when the tax
     withholding is required to be made.

10.  Availability of Information. During the term of the Plan and any additional
     period  during  which  a  Grant  granted  pursuant  to the  Plan  shall  be
     exercisable,  the Company shall make available,  not later than one hundred
     and twenty (120) days following the close of each of its fiscal years, such
     financial and other information regarding the Company as is required by the
     bylaws of the  Company  and  applicable  law to be  furnished  in an annual
     report to the shareholders of the Company.



                                       13
<PAGE>

11.  Notice. Any written notice to the Company required by any of the provisions
     of the Plan shall be  addressed  to the chief  personnel  officer or to the
     chief executive officer of the Company,  and shall become effective when it
     is  received  by the  office of the chief  personnel  officer  or the chief
     executive officer.

12.  Indemnification   of  Board.   In   addition   to  such  other   rights  or
     indemnifications  as they may have as  directors or  otherwise,  and to the
     extent  allowed  by  applicable  law,  the  members  of the  Board  and the
     Committee  shall be  indemnified  by the  Company  against  the  reasonable
     expenses,  including  attorneys' fees, actually and necessarily incurred in
     connection with the defense of any claim, action, suit or proceeding, or in
     connection with any appeal  thereof,  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 Grant granted  thereunder,  and against all
     amounts paid by them in settlement  thereof  (provided  such  settlement is
     approved by independent  legal counsel  selected by the Company) or paid by
     them in  satisfaction  of a judgment  in any such  claim,  action,  suit or
     proceeding,  except in any case in relation to matters as to which it shall
     be adjudged in such claim,  action,  suit or proceeding  that such Board or
     Committee  member is liable for negligence or misconduct in the performance
     of  his  or  her  duties;  provided  that  within  sixty  (60)  days  after
     institution  of any  such  action,  suit or  Board  proceeding  the  member
     involved shall offer the Company, in writing,  the opportunity,  at its own
     expense, to handle and defend the same.

13.  Governing  Law.  The Plan and all  determinations  made and  actions  taken
     pursuant  hereto,  to the extent not otherwise  governed by the Code or the
     securities  laws of the United States,  shall be governed by the law of the
     State of New York and construed accordingly.

14.  Effective and  Termination  Dates.  The Plan shall become  effective on the
     date it is  approved  by the  holders of a majority  of the shares of Stock
     then  outstanding.  The Plan shall  terminate  ten years later,  subject to
     earlier termination by the Board pursuant to Section 8.

         The  foregoing  2004  Incentive  Stock  Plan  (consisting  of 14 pages,
including  this page) was duly adopted and approved by the Board of Directors on
June 2, 2004.

                                ADVANCED PLANT
                                PHARMACEUTICALS, INC.
                                a Delaware corporation

                                By:
                                ----------------------------------------
                                David Lieberman
                                Its: Chief Executive Officer



                                       14