Exhibit 4.1


ALTERNATE ENERGY CORP. (a Nevada corporation), hereby adopts The 2003 Stock
Benefit Plan of Alternate Energy Corp. (the "PLAN") this 1st day of July 2003.
Under the Plan, the Company may issue stock, or grant options to acquire the
Company 's common stock, par value $0.001 (the "STOCK"), from time to time to
employees of the Company or its subsidiaries , all on the terms and conditions
set forth herein ("BENEFITS"). In addition, at the discretion of the Board of
Directors, Benefits may from time to time be granted under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the Company or its subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction. Furthermore, no stock may be
issued, or option granted, under the benefit plan to consultants, advisors, or
other persons who directly or indirectly promote or maintain a market for the
Company 's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers, employees,
consultants and key advisors capable of contributing to the future success of
the Company , and rewarding those individuals who have contributed to the
success of the Company .The Company has designed this Plan to aid it in
retaining the services of executives and employees and in attracting new
personnel when needed for future operations and growth and to provide such
personnel with an incentive to remain employees of the Company, to use their
best efforts to promote the success of the Company 's business, and to provide
them with an opportunity to obtain or increase a proprietary interest in the
Company . It is also designed to permit the Company to reward those individuals
who are not employees of the Company but who management perceives to have
contributed to the success of the Company or who are important to the continued
business and operations of the Company. The above goals will be achieved through
the granting of Benefits.

2. Administration. The Plan shall be administered by the Board of Directors of
the Company (the 'Board') which shall keep the minutes of its proceedings with
regard to the Plan and all records, documents, and data pertaining to its
administration of the Plan. A majority of the members of the Board shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Board may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a majority of its
members. Any decision or determination reduced to writing and signed by a
majority of the members shall be as effective as if it had been made by a
majority vote at a meeting properly called and held. All questions of
interpretation and application of the Plan shall be subject to the determination
of the Board. The actions of the Board in exercising all of the rights, powers
and authorities set out in this Plan, when performed in good faith and in its
sole judgment, shall be final, conclusive, and binding on the parties.

3. Shares of Stock Subject to this Plan. A total of Seven Million Five Hundred
Thousand (7,500,000) Shares of Common Stock may be subject to, or issued
pursuant to, Benefits granted under this Plan. If any right to acquire Stock
granted under this Plan is exercised by the delivery of shares of Stock or the
relinquishment of rights to shares of Stock, only the net shares of Stock issued
(the shares of stock issued less the shares of Stock surrendered) shall count
against the total number of shares reserved for issuance under the terms of this
Plan.

4. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries , as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries , including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction, or for establishing,
maintaining or promoting a public market for the Company 's securities. In any
case, the Plan Administrators shall determine, based on the foregoing
limitations and the Company 's best interests, which employees, officers,
directors, consultants and advisors are eligible to participate in this Plan.
Benefits shall be in the amounts, and shall have the rights and be subject to
the restrictions, as may be determined by the Plan Administrators, all as may be
within the provisions of this Plan.

5. Authority to Grant Stock Awards. The Board in its discretion and subject to
the provisions of the Plan may, from time to time, grant to eligible individuals
of the Company Stock Awards. The Board may award and issue shares of Common
Stock under the Plan in fulfillment of such Stock Awards. Stock Awards may be
made in lieu of cash compensation or as additional compensation. Stock Awards
may also be made pursuant to performance-based goals established by the Board.

Subject only to any applicable limitations set forth in the Plan, the number of
shares of Common Stock covered by any Stock Award shall be determined by the
Board.




7. Stock Awards.

(a) Awards in Lieu of Compensation. The Board may grant Common Stock to an
Eligible Individual under the Plan, without any payment by the individual, in
lieu of certain cash compensation or as additional compensation. The Stock Award
is subject to appropriate tax withholding. After compliance with the tax
withholding requirements, a stock certificate shall be issued to the individual
recipient of the Stock Award. The certificate shall bear such legend, if any, as
the Board determines is reasonably required by applicable law. Prior to receipt
of a Stock Award, the individual must comply with appropriate requests of the
Board to assure compliance with all relevant laws.

(b) Performance Based Awards. The Board may award shares of Common Stock,
without any payment for such shares, to designated individuals if specified
performance goals established by the Board are satisfied. The designation of an
employee eligible for a specific performance-based Stock Award shall be made by
the Board in writing prior to the beginning of the twelve month period for which
the performance is measured. The Board shall establish the number of shares to
be issued to a designated employee if the performance goal is met. The Board
must certify in writing that a performance goal has been met prior to issuance
of any certificate for a performance-based Stock Award to any employee. If the
Board certifies the entitlement of an employee to the performance-based Stock
Award, the certificate shall be issued to the employee as soon as
administratively practicable, and subject to other applicable provisions of the
Plan, including but not limited to, all legal requirements and tax withholding.
Performance goals determined by the Board may be based on specified increases in
net profits, stock price, Company or segment sales, market share, earnings per
share, and/or return on equity.

8. Registration. The Company may, but shall not be obligated to, register any
securities covered by a Stock Award, pursuant to the Securities Act of 1933 (as
now in effect or as hereafter amended) and, in the event any shares are
registered, the Company may remove any legend on certificates representing these
shares. The Company shall not be obligated to take any other affirmative action
in order to cause the Stock Award to comply with any law or regulation of any
governmental authority.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "CODE" ), or
applicable state or local laws, the Company will initially pay the Grantee's
liability and will be reimbursed by Grantee no later than six months after such
liability arises and Grantee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Stock subject to this Plan
are subject to proportionate adjustment in the event of a stock dividend on the
Stock or a change in the number of issued and outstanding shares of Stock as a
result of a stock split, consolidation, or other recapitalization.

11. Employment Obligation. The granting of any Stock Award shall not impose upon
the Company any obligation to employ or continue to employ any grantee; and the
right of the Company to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that a Stock
Award has been granted to him.

12. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators. This Plan shall otherwise
terminate on the earlier of the date that is five years from the date first
appearing in this Plan or the date on which the Fifteen Millionth share is
issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect. However, the Plan shall not be amended to allow for more than
15,000,000 shares to be issued hereunder.