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                                                                    EXHIBIT 4.1

                     AMERICAN ORIENTAL BIOENGINEERING, INC.
                     --------------------------------------

                             2003 STOCK OPTION PLAN
                             ----------------------

1.       PURPOSE OF PLAN
         ---------------

         The purpose of this 2003 Stock Option Plan (the "PLAN") is to assist
American Oriental Bioengineering, Inc. (the "COMPANY") and any subsidiary
thereof included in the definition of the "Companies" set forth in Paragraph 2
below, in the continued employment or service of officers, employees,
consultants and directors by offering them a greater stake in the Companies'
success and a closer identity with the Companies, and to aid in attracting
individuals whose employment or services would be helpful to the Companies and
would contribute to their success.

2.       DEFINITIONS
         -----------

         (a)      "BOARD" means the board of directors of the Company.

         (b)      "CODE" means the Internal Revenue Code of 1986, as amended.

         (c)      "COMMITTEE" means the committee described in Paragraph 5.

         (d)      "COMMON STOCK" means shares of common stock, $0.01 par value
                  per share, of the Company.

         (e)      "COMPANIES" means the Company and any subsidiary, as defined
                  in Sections 424(e) and 424(f) of the Code.

         (f)      "DATE OF GRANT" means the date on which an Option is granted,
                  or on which the exercise price of an outstanding Option is
                  modified.

         (g)      "EXERCISE PRICE" means the price per Share that an Optionee
                  must pay in order to exercise an Option.

         (h)      "EXPIRATION DATE" shall have the meaning set forth in
                  Paragraph 16.

         (i)      "INCENTIVE STOCK OPTION" shall mean an Option granted under
                  the Plan, designated at the time of such grant as an incentive
                  stock option (and qualifying as such under Section 422 of the
                  Code) and containing the terms specified herein for incentive
                  stock options.

         (j)      "NON-QUALIFIED OPTION" shall mean an Option granted under the
                  Plan, which is designated at the time of such grant as a
                  non-qualified option, which contains the terms specified
                  herein for non-qualified options, and which fails to qualify
                  as an Incentive Stock Option within the meaning of Section 422
                  of the Code.


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         (k)      "OPTION" means any stock option granted under the Plan and
                  described either in Paragraph 3(a) or 3(b).

         (l)      "OPTION AGREEMENT" shall have the meaning set forth in
                  Paragraph 7.

         (m)      "OPTIONEE" means a person to whom an Option has been granted
                  under the Plan, which Option has not been exercised and has
                  not expired or terminated.

         (n)      "REORGANIZATION" shall have the meaning set forth in Paragraph
                  11.

         (o)      "RULE 16b-3" shall have the meaning set forth in Paragraph 5.

         (p)      "SHARES" means shares of Common Stock subject to this Plan.

         (q)      "TEN PERCENT SHAREHOLDER" means a person who on the Date of
                  Grant owns, either directly or within the meaning of the
                  attribution rules contained in Section 424(d) of the Code,
                  stock possessing more than ten percent of the total combined
                  voting power of all classes of stock of his or her employer
                  corporation or of its parent or subsidiary corporations, as
                  defined respectively in Sections 424(e) and (f) of the Code.

         (r)      "VALUE" means, as determined by the Committee, the last sale
                  price of the Common Stock as quoted on the Over-the-Counter
                  Bulletin Board on the trading day immediately preceding the
                  date for which the determination is being made or, in the
                  event that no such sale takes place on such day, the average
                  of the reported closing bid and asked prices on such day; or,
                  if the Common Stock of the Company is listed on a national
                  securities exchange, the last reported sale price on the
                  principal national securities exchange on which the Common
                  Stock is listed or admitted to trading on the trading day
                  immediately preceding the date for which the determination is
                  being made or, if no such reported sale takes place on such
                  day, the average of the closing bid and asked prices on such
                  day on the principal national securities exchange on which the
                  Common Stock is listed or admitted to trading. If none of the
                  foregoing is applicable, then the fair market value of the
                  Common Stock shall be its value as determined in connection
                  with the Company's most recent corporate financing; provided,
                  however, that if a significant event (as determined in good
                  faith by the Committee in its sole discretion) has occurred
                  with respect to the Company since the Company's most recent
                  corporate financing, the value of the Common Stock shall be
                  determined in good faith by the Committee in its sole
                  discretion.

3.       RIGHTS TO BE GRANTED
         --------------------

         Rights that may be granted under the Plan are:

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         (a)      Incentive Stock Options, that give the Optionee the right for
                  a specified time period to purchase a specified number of
                  Shares at an Exercise Price determined by the Board in
                  accordance with Paragraph 7(a).

         (b)      Non-Qualified Options, that give the Optionee the right for a
                  specified time period to purchase a specified number of Shares
                  at an Exercise Price not less than that specified in Paragraph
                  7(a).

4.       STOCK SUBJECT TO PLAN
         ---------------------

         The maximum number of Shares that may be issued under the Plan is
2,900,000 Shares, subject to adjustment pursuant to the provisions of Paragraph
10. If an Option terminates without having been exercised in whole or part,
other Options may be granted covering the Shares as to which the Option was not
exercised. Notwithstanding anything to the contrary contained in the Plan, the
aggregate number of Shares issued to an Optionee on the exercise of Options
granted under the Plan, or reserved for issuance to an Optionee on the exercise
of Options granted under the Plan, may not exceed ten percent (10%) of the
maximum number of Shares authorized to be issued on the exercise of Options
under the Plan.

5.       ADMINISTRATION OF PLAN
         ----------------------

         (a)      The Plan shall be administered, and the grant of Options under
                  this Plan shall be approved in advance, by the Board, or if
                  the Board by resolution so decides, by a stock option
                  committee (the "COMMITTEE") designated by the Board, the
                  members of which shall be appointed by and serve on such
                  Committee at the pleasure of the Board.

         (b)      To the extent required for transactions under the Plan to
                  qualify for exemptions available under Rule 16b-3 promulgated
                  under the U.S. Securities Act ("RULE 16b-3"), if the Board
                  shall delegate its authority to the Committee then each member
                  of the Committee will be a "Non-Employee Director" within the
                  meaning of Rule 16b-3. To the extent required for compensation
                  realized from the exercise of options issued under the Plan to
                  be deductible by the Company or any of the Companies pursuant
                  to Section 162(m) of the Code, the members of said Committee
                  will be "outside directors" within the meaning of Section
                  162(m) of the Code.

         (c)      Notwithstanding anything in the Plan to the contrary, with
                  respect to any participant or eligible employee who is
                  resident outside of the United States, the Committee may, in
                  its discretion, amend or vary the terms of the Plan in order
                  to conform such terms with the requirements of local law or to
                  meet the goals and objectives of the Plan, and may, in its
                  discretion, establish administrative rules and procedures to
                  facilitate the operation of the Plan in such non-U.S.
                  jurisdictions. The Committee may, where it deems appropriate
                  in its discretion, establish one or more sub-plans of the Plan
                  for these purposes.

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6.       GRANTING OF OPTIONS
         -------------------

         (a)      Subject to Paragraph 7 hereof, the Company may, from time to
                  time, designate: the officers, employees, consultants and/or
                  directors of any of the Companies to whom Options may be
                  granted; the number of Shares covered by an Option; the
                  relevant Exercise Price of an Option; the vesting provisions
                  of an Option; and the term of an Option.

         (b)      An Incentive Stock Option shall not be granted to a director
                  or consultant of any of the Companies unless, as of the Date
                  of Grant, such director or consultant is also an officer or
                  key employee of any of the Companies.

         (c)      An Incentive Stock Option shall not be granted to a Ten
                  Percent Shareholder except on such terms concerning the
                  Exercise Price and period of exercise as are provided in
                  Paragraph 7 with respect to such a person.

         (d)      Any Option granted under the Plan shall be subject to the
                  requirement that, if at any time counsel to the Company shall
                  determine that the listing, registration or qualification of
                  the Shares subject to such Option upon any securities exchange
                  or other self-regulatory entity or under any law or regulation
                  of any jurisdiction, or the consent or approval of any
                  securities exchange or other self-regulatory entity or any
                  governmental or regulatory body, is necessary as a condition
                  of, or in connection with, the grant or exercise of such
                  option or the issuance or purchase of Shares hereunder, such
                  option may not be accepted or exercised in whole or in part
                  unless such listing, registration, qualification, consent or
                  approval shall have been effected or obtained on conditions
                  acceptable to the Board. Nothing herein shall be deemed to
                  require the Company to apply for or to obtain such listing,
                  registration, qualification, consent or approval.

7.       OPTION AGREEMENTS AND TERMS
         ---------------------------

         Each Option shall be granted within ten (10) years of the date on which
the Plan is adopted by the Board or the date the Plan is approved by the
shareholders of the Company, whichever is earlier. Each Option shall be
evidenced by an option agreement that shall be executed on behalf of the Company
and by the respective Optionee ("OPTION AGREEMENT"), in such form not
inconsistent with the Plan as the Board or the Committee may from time to time
determine, provided that the substance of this Paragraph 7 be included therein.
The terms of each Option Agreement shall be consistent with the following:

         (a)      EXERCISE PRICE. In the case of a Non-Qualified Option, the
                  Exercise Price per Share shall be determined by the Board
                  unless otherwise delegated to the Committee. In the case of an
                  Incentive Stock Option, the Exercise Price per share shall not
                  be less than one hundred percent (100%) of the Value of such
                  Share on the Date of Grant; provided that with respect to any
                  Incentive Stock Options granted to a Ten Percent Shareholder,
                  the Exercise Price per Share shall not be less than one
                  hundred ten percent (110%) of the Value of such Share on the
                  Date of Grant.

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         (b)      RESTRICTION ON TRANSFERABILITY. No Option granted hereunder
                  shall be pledged, hypothecated, charged, transferred, assigned
                  or otherwise encumbered or disposed of by the Optionee,
                  whether voluntarily or by operation of law, otherwise than by
                  will or the laws of descent and distribution, and any attempt
                  to do so will cause such Option to be null and void. During
                  the lifetime of the Optionee, an Option shall be exercisable
                  only by him. Upon the death of an Optionee, the person to whom
                  the rights shall have passed by will or by the laws of descent
                  and distribution may exercise any Option in accordance with
                  the provisions of Paragraph 7(e).

         (c)      PAYMENT. Full payment for Shares purchased upon the exercise
                  of an Option shall be made in cash or by wire transfer (at the
                  option of the Optionee), certified check, cashier's check,
                  personal check or, to the extent permitted by law, "cashless
                  exercise" (i.e., the Company's retention of that number of
                  Shares acquired by the Optionee on exercise, which, at the
                  time of exercise, has an aggregate fair market value equal to
                  the payment owed by the Optionee to the Company under this
                  Paragraph 7(c)). Upon the exercise of an Option, the Company
                  shall have the right to require the Optionee to remit to the
                  Company, in cash or by wire transfer, certified check,
                  cashier's check or personal check, an amount sufficient to
                  satisfy all U.S. federal, state and local withholding tax
                  requirements prior to the delivery by the Company of any
                  certificate for Shares.

         (d)      ISSUANCE OF CERTIFICATES. Upon payment of the Exercise Price,
                  a certificate for the number of Shares shall be delivered to
                  such Optionee by the Company. If listed on a national
                  securities exchange, or quoted on the Nasdaq Stock Market, the
                  Company shall not be obligated to deliver any certificates for
                  Shares until (A)(i) such Shares have been listed (or
                  authorized for listing upon official notice of issuance) on
                  each securities exchange upon which the outstanding Shares at
                  the time are listed or (ii) if the outstanding Shares are
                  quoted on the Nasdaq Stock Market, such Shares have been
                  approved for quotation thereon and (B) there has been
                  compliance with such laws or regulations as the Company may
                  deem applicable, including all applicable national securities
                  exchange or similar regulations. The Company shall use
                  commercially reasonable efforts to effect such listing or
                  reporting and compliance as promptly as practical.

         (e)      PERIODS OF EXERCISE OF OPTIONS. An Option shall be exercisable
                  in whole or in part for such time as may be stated in the
                  Option Agreement, provided that:

                  (i)      an Incentive Stock Option granted to a Ten Percent
                           Shareholder shall in no event be exercisable after
                           five (5) years from the Date of Grant, and all other
                           Options shall in no event be exercisable after ten
                           (10) years from the Date of Grant.

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                  (ii)     Incentive Stock Options shall be subject to the
                           limitation set forth in Paragraph 8;

                  (iii)    if an Optionee ceases to be employed by, or ceases to
                           serve as an officer or director of, at least one of
                           the Companies for any reason other than death,
                           disability or termination for cause, any Option or
                           unexercised portion thereof shall not be exercisable
                           by such Optionee after three months from the date the
                           Optionee ceases to be employed by, or ceases to serve
                           as an officer or director of, at least one of the
                           Companies;

                  (iv)     if an Optionee ceases to be employed by, or ceases to
                           serve as an officer or director of, at least one of
                           the Companies, and such employment or service was
                           terminated for cause, any Option or unexercised
                           portion thereof shall terminate forthwith;

                  (v)      if an Optionee ceases to be employed by, or ceases to
                           serve as an officer or director of, at least one of
                           the Companies due to disability, any Option or
                           unexercised portion thereof shall not be exercisable
                           by such Optionee after one year from the date the
                           Optionee ceases to be employed by, or ceases to serve
                           as an officer, consultant or director of, at least
                           one of the Companies; and

                  (vi)     if an Optionee ceases to be employed by, or ceases to
                           serve as an officer, consultant or director of, one
                           or more of the Companies due to death, any Option or
                           unexercised portion thereof shall not be exercisable
                           after one year from the date of death; provided that
                           in such event, the person to whom the rights of the
                           Optionee shall have passed by will or by the laws of
                           descent and distribution may exercise any of the
                           decedent's Options to the extent determined by the
                           Company in its discretion, even if the date of
                           exercise is within any time period before or after
                           which such Option would not be exercisable under the
                           Plan.

         (f)      DATE OF EXERCISE. The date of exercise of an Option shall be
                  the date on which written notice of exercise is hand delivered
                  or telecopied to the Company, attention: Secretary; provided
                  that the Company shall not be obliged to deliver any
                  certificates for Shares pursuant to the exercise of an Option
                  until the Optionee shall have made full payment for such
                  Shares in accordance with Paragraph 7(c). Each such exercise
                  shall be irrevocable when given. Each notice of exercise must
                  state whether the Optionee is exercising an Incentive Stock
                  Option or a Non-Qualified Option and must include a statement
                  of preference as to the manner in which payment to the Company
                  shall be made (cash, wire transfer, certified check, cashier's
                  check or personal check). Moreover, if required by the Board
                  or Committee by notification to the Optionee at the time of
                  granting of the option, it shall be a condition of such
                  exercise that the Optionee represent that he is purchasing the
                  Shares in respect of which the Option is being exercised for
                  investment only and not with a view to resale or distribution.

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         (g)      TERMINATION OF STATUS. For the purposes of the Plan, a
                  transfer of an employee, officer, consultant or director
                  between two companies, each of which is a company considered
                  to be either a parent of the Company within the meaning of
                  Section 424(e) of the Code or a subsidiary of the Company
                  within the meaning of Section 424(f) of the Code, shall not be
                  deemed a termination of employment or of service as an
                  employee, officer, consultant or director.

         (h)      NO RELATION BETWEEN INCENTIVE STOCK OPTIONS AND NON-QUALIFIED
                  OPTIONS. The grant, exercise, termination or expiration of any
                  Incentive Stock Option granted to an Optionee shall have no
                  effect upon any Non-Qualified Option held by such Optionee,
                  nor shall the grant, exercise, termination or expiration of
                  any Non-Qualified Option granted to an Optionee have any
                  effect upon any Incentive Stock Option held by such Optionee.

8.       LIMITATION ON EXERCISE OF INCENTIVE STOCK OPTIONS
         -------------------------------------------------

         The aggregate fair market value (determined as of the Date of Grant) of
the Shares with respect to which Incentive Stock Options are exercisable for the
first time by an Optionee during any calendar year under the Plan (and any other
plan of his employer corporation and its parent and subsidiary corporations, as
defined respectively in Sections 424(e) and (f) of the Code), shall not exceed
One Hundred Thousand Dollars in U.S. funds (US $100,000). Accordingly, to the
extent that the aggregate fair market value (determined as of the Date of Grant)
of the Shares with respect to which Incentive Stock Options (determined without
reference to this Paragraph 8) are exercisable for the first time by an Optionee
during any calendar year under this Plan (and any other plan of his employer
corporation and its parent and subsidiary corporations, as defined respectively
in Sections 424(e) and (f) of the Code) exceeds One Hundred Thousand Dollars in
U.S. funds (US $100,000), such Options will be treated as Nonqualified Options
(i.e., options which fail to qualify as incentive stock options within the
meaning of Section 422 of the Code) in accordance with Section 422(d) of the
Code.

9.       RIGHTS AS A SHAREHOLDER
         -----------------------

         The Optionee (or his personal representatives or legatees) shall have
no rights whatsoever as a shareholder in respect of any Shares covered by his
option until the date of issuance of a share certificate to him (or his personal
representatives or legatees) for such Shares. Without in any way limiting the
generality of the foregoing, no adjustment shall be made for dividends or other
rights for which the record date is prior to the date such share certificate is
issued.

10.      CHANGES IN CAPITALIZATION
         -------------------------

         In the event of a stock dividend, stock split, recapitalization,
combination, subdivision, issuance of rights to all stockholders, or other
similar corporate change, the Company shall make such adjustment in the
aggregate number of Shares that may be issued under the Plan, and the number of
Shares subject to, and the Exercise Price of, each then-outstanding Option, as
it, in its sole and absolute discretion, deems appropriate.

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11.      MERGERS, DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS
         ----------------------------------------------------

         If during the term of any Option, the Company shall be merged into or
consolidated with or otherwise combined with another person or entity, or
substantially all of the property or stock of the Company is acquired by another
person or entity, or there is a divisive reorganization, spin-off or liquidation
or partial liquidation of the Company ("REORGANIZATION"), the Company may choose
to take no action with regard to the Options outstanding or to take any of the
following courses of action:

         (a)      The Company may provide in any agreement with respect to any
                  such Reorganization that the surviving, new or acquiring
                  corporation shall grant options to the Optionees to acquire
                  shares in such corporation with respect to which the excess of
                  the fair market value of the shares of such corporation
                  subject to such options immediately after the consummation of
                  such Reorganization over the aggregate exercise price of such
                  options shall not be greater than the excess of the aggregate
                  value of the Shares over the aggregate Exercise Price of the
                  Options immediately prior to the consummation of such
                  Reorganization; and that the grant of such options after the
                  consummation of such Reorganization would not give the
                  Optionees any additional benefits that the Optionees did not
                  have before the consummation of such Reorganization; or

         (b)      If the Board shall determine that such action is reasonable
                  under the circumstances, it may give each Optionee the right,
                  immediately prior to the consummation of such Reorganization,
                  to exercise his Options in whole or in part, without regard to
                  any restrictions on the time of exercise otherwise imposed
                  pursuant to Paragraph 7(e) of the Plan, or the Board may take
                  such other action as it shall determine to be reasonable under
                  the circumstances in order to permit Optionees to realize the
                  value of rights granted to them under the Plan.

12.      PLAN NOT TO AFFECT EMPLOYMENT
         -----------------------------

         Neither the Plan nor any Option granted thereunder shall confer upon
any employee, officer, consultant or director of any of the Companies any right
to continue in the employment or service of any of the Companies.

13.      INTERPRETATION
         --------------

         The Board or the Committee shall have the power to interpret the Plan
and to adopt, amend and rescind rules for putting the Plan into effect and
administering it. The administration, interpretation, construction and
application of the Plan and any provisions thereof made by the Board or the
Committee shall be final and binding on all Optionees and on any other persons
eligible under the provisions of the Plan to participate therein. No member of
the Board or Committee shall be liable for any action taken or for any
determination made in good faith in connection with the administration,
interpretation, construction or application of the Plan. It is intended that the
Incentive Stock Options shall constitute incentive stock options within the
meaning of Section 422 of the Code and that the Plan shall qualify for the
exemption available under Rule 16b-3. The provisions of the Plan shall be
interpreted and applied insofar as possible to carry out such intent.

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14.      AMENDMENT OR DISCONTINUANCE OF THE PLAN
         ---------------------------------------

         The Board may, subject to regulatory approval, amend or discontinue the
Plan at any time, provided, however, that no such amendment may materially and
adversely affect any option rights previously granted to an Optionee under the
Plan without the written consent of the Optionee or other person then entitled
to exercise such Option, except to the extent required by law or by the
regulations, rules, by-laws or policies of any regulatory authority or stock
exchange. However, any amendment of this Plan that would (a) increase or
decrease the number of Shares that may be issued pursuant to Options granted
under this Plan or (b) modify the requirements as to eligibility for
participation in this Plan, shall be effective only if such amendment is
approved by the shareholders of the Company within twelve months before or after
the date on which such amendment is adopted by the Board and, if required, is
also approved by any securities and stock exchange regulatory authorities having
jurisdiction over the Shares.

15.      SECURITIES LAWS
         ---------------

         The Company shall have the power to make each grant under the Plan
subject to such conditions as it deems necessary or appropriate to comply with
the then existing rules and regulations of the Securities and Exchange
Commission and the applicable laws and regulations of any other jurisdiction.

16.      EFFECTIVE DATE AND TERM OF PLAN
         -------------------------------

         The Plan shall become effective on the date the Plan is adopted by the
Board, and, unless sooner terminated by the Board, shall expire on the date that
is ten years after the date on which the Plan is adopted by the Board or the
date the Plan is approved by the Company's shareholders, whichever is earlier
("EXPIRATION DATE"). No Option granted under the Plan shall become exercisable
unless and until the Plan shall have been approved by the Company's shareholders
within twelve months before or after the date the Plan is adopted by the Board,
and no Option may be granted under the Plan following the Expiration Date.

17.      GOVERNING LAW
         -------------

         The Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of Nevada, provided
that, notwithstanding such choice of law, the federal laws of the United States
shall be applicable herein to the extent specified or to the extent compliance
with such laws is mandatory.

By order of the Board of Directors of American Oriental Bioengineering, Inc.

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