EXHIBIT 4.1

                 CHINA AOXING PHARMACEUTICAL COMPANY, INC.

                      2006 Stock and Stock Option Plan

ARTICLE 1. ESTABLISHMENT AND PURPOSE

    1.1  Establishment of the Plan.  China Aoxing Pharmaceutical Company,
Inc., a Delaware corporation (the "Company" or "China Aoxing"), hereby
establishes an incentive compensation plan (the "Plan"), as set forth in this
document.

    1.2  Purpose of the Plan.  The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal interests
of Participants to those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance. The Plan is
further intended to attract and retain the services of Participants upon whose
judgment, interest, and special efforts the successful operation of China
Aoxing and its subsidiaries is dependent.

    1.3  Effective Date of the Plan.  The Plan shall become effective on
July 7, 2006.

ARTICLE 2. DEFINITIONS

    Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

    (a)  "Award" means, individually or collectively, a grant  under this
Plan of Stock, Nonqualified Stock Options, Incentive Stock Options, or
Restricted Stock.

    (b)  "Award Agreement" means an agreement which may be  entered into by
each Participant and the Company, setting  forth the terms and provisions
applicable to Awards granted  to Participants under this Plan.

    (c)  "Board" or "Board of Directors" means the China Aoxing Board of
Directors.

    (d)  "Cause" shall mean willful and gross misconduct on the part of an
Eligible Person that is materially and demonstrably  detrimental to the
Company or any Subsidiary as determined by the Committee in its sole
discretion.

    (e)  "Code" means the Internal Revenue Code of 1986, as  amended from
time to time.

    (f)  "Committee" means the committee or committees, as  specified in
Article 3, appointed by the Board to administer  the Plan with respect to
grants of Awards.

    (g) "Consultant" means a natural person under contract with the
Company to provide bona fide services to the Company which are not in
connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market
for the Company's securities.

    (h)  "Director" means any individual who is a member of the  China
Aoxing Board of Directors.

    (i) "Eligible Person" means an Employee, Director or Consultant.

    (j)  "Employee" means any officer or employee of the Company or of
one of the Company's Subsidiaries.  Directors who are not otherwise
employed by  the Company shall not be considered Employees under this Plan.

    (k)  "Exercise Price" means the price at which a Share may be purchased
by a Participant pursuant to an Option, as  determined by the Committee.

    (l)  "Insider" shall mean an Eligible Person who is, on the  relevant
date, an officer, director, or ten percent (10%) beneficial owner of the
Company, as those terms are defined under Section 16 of the Exchange Act.

    (m)  "Option" or "NQSO" means the option  to purchase Shares from
China Aoxing, granted under this Plan, which  is not intended to be an
Incentive Stock Option.

    (n)  "Option" or "Stock Option" shall mean a Nonqualified Stock Option.

    (o)  "Participant" means a person who holds an outstanding Award
granted under the Plan.

    (p) "Plan" means this 2006 Stock and Stock Option Plan.

    (q)  "Restricted Stock" means an Award of Stock granted to an Eligible
Person pursuant to Article 7 herein.

    (r) "Restriction Period" means the period during which Shares of
Restricted Stock are subject to restrictions or conditions under Article 7.

ARTICLE 3. ADMINISTRATION

    3.1  The Committee.   The Plan and all Awards  hereunder shall be
administered by one or more Committees of the Board as may be appointed by
the Board for this purpose.  The Board may appoint a Committee specifically
responsible for Awards to Insiders (the "Disinterested Committee") where
each Director on such Disinterested Committee is a "Non-Employee Director"
(or any successor  designation for determining who may administer plans,
transactions or awards exempt under Section 16(b) of the  Exchange Act), as
that term is used in Rule 16b-3 under the  Exchange Act, as that rule may
be modified from time to time.  If no specific Committee is appointed by
the Board, then the Board in its entirety shall be the Committee.  Any
Committee may be replaced by the Board at any time.

    3.2  Authority of the Committee.  The Committee shall have full
power, except as limited by law and subject to the provisions herein, to
select the recipients of Awards; to determine the size and types of Awards;
to determine the terms and conditions of such Awards in a manner consistent
with the Plan; to construe and interpret the Plan and any agreement or
instrument entered into under the Plan; to establish, amend, or waive rules
and regulations for the Plan's administration; and (subject to the
provisions of Article 10 herein) to amend the terms and conditions of any
outstanding Award to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan.  Further, the
Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan.

    No Award  may be made under the Plan after December 31, 2012.

ARTICLE 4. SHARES SUBJECT TO THE PLAN

    4.1 Number of Shares.  Subject to adjustment as provided in Section
4.3 herein, the number of Shares available for grant under the Plan shall
not exceed one million (1,000,000) Shares.  The Shares granted under this
Plan may be either authorized but unissued or reacquired Shares.

    4.2 Lapsed Awards.  If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, Shares subject to such Award
shall be again available for the grant of an Award under the Plan.

    4.3 Adjustments in Authorized Plan Shares.  In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, Stock dividend, split-up, Share combination, or other change
in the corporate structure of the Company affecting the Shares, an
adjustment shall be made in the number and class of Shares which may be
delivered under the Plan, and in the number and class of and/or price of
Shares subject to outstanding Awards granted under the Plan, and/or the
number of outstanding Options, Shares of Restricted Stock, and Performance
Shares constituting outstanding Awards, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to
prevent dilution or enlargement of rights.

ARTICLE 5.  STOCK GRANT

    5.1  Grant of Stock.  Subject to the terms and provisions of the
Plan, the Board of Directors, at any time and from time to time, may grant
Shares of Stock to Eligible Persons in such amounts and upon such terms and
conditions as the Board of Directors shall determine.

ARTICLE 6. STOCK OPTIONS

    6.1  Grant of Options.  Subject to the terms and provisions of the
Plan, Options may be granted to Eligible Persons at any time and from time
to time, and under such terms and conditions, as shall be determined by the
Committee.  The Committee shall have discretion in determining the number
of Shares subject to Options granted to each Eligible Person.

    6.2  Form of Issuance.  Each Option grant may be issued in the form
of an Award Agreement and/or may be recorded on the books and records of
the Company for the account of the Participant. If an Option is not issued
in the form of an Award Agreement, then the Option shall be deemed granted
as determined by the Committee.  The terms and conditions of an Option
shall be set forth in the Award Agreement, in the notice of the issuance of
the grant, or in such other documents as the Committee shall determine.
Such terms and conditions shall include the Exercise Price, the duration of
the Option, the number of Shares to which an Option pertains (unless
otherwise provided by the Committee, each Option may be exercised to
purchase one Share), and such other provisions as the Committee shall
determine.

    6.3  Exercise Price.  The Exercise Price of a NQSO shall be
determined by the Committee in its sole discretion.

    6.4  Duration of Options.  Each Option shall expire at such time as
the Committee shall determine at the time of grant (which duration may be
extended by the Committee); provided, however, that no Option shall be
exercisable later than the tenth (10th) anniversary date of its grant.  If,
however, the Eligible Person owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporations, then no Option shall
be exercisable later than the fifth (5th) anniversary date of its grant.

    6.5  Vesting of Options.  Options shall vest at such times and under
such terms and conditions as determined by the Committee; provided,
however, unless a different vesting period is provided by the Committee at
or before the grant of an Option,  the Options will vest on  the first
anniversary of the grant.

    6.6  Exercise of Options.  Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which need not
be the same for each grant or for each Participant.

    Options shall be exercised by delivery of a written notice (including
e-mail and telecopies) to the Secretary of the Company (or, if so provided
by the Company, to its designated agent), which notice shall be
irrevocable, setting forth the exact number of Shares with respect to which
the Option is being exercised and including with such notice payment of the
Exercise Price.  When Options have been transferred, the Company or its
designated agent may require appropriate documentation that the person or
persons exercising the Option, if other than the Participant, has the right
to exercise the Option.   No Option may be exercised with respect to a
fraction of a Share.

    6.7  Payment.  The Exercise Price shall be paid in full at the time
of exercise.  No Shares shall be issued or transferred until full payment
has been received therefor.  Payment may be made in cash.

    6.8  Termination of Employment.  Unless otherwise provided by the
Committee, the following limitations on exercise of Options shall apply
upon termination of Employment:

    (a) Termination by Death or Disability.  In the event the Employment
of a Participant shall terminate by reason of  death or disability, all
outstanding Options granted to that  Participant shall immediately vest as
of the date of termination of Employment and may be exercised, if at all,
no more than three (3) years from the date of the  termination of
Employment, unless the Options, by their  terms, expire earlier.

    (b)  Termination for Cause.  If the Employment of a Participant shall
be terminated by the Company for Cause,  all outstanding Options held by
the Participant shall immediately be forfeited to the Company and no
additional  exercise period shall be allowed, regardless of the vested
status of the Options.

    (c)  Retirement or Other Termination of Employment.  If the
Employment of a Participant shall terminate for any reason other than the
reasons set forth in (a) or (b) above, all outstanding Options which are
vested as of the effective  date of termination of Employment may be
exercised, if at  all, no more than thirty (30) days from the date of
termination of Employment, unless the Options, by their  terms, expire
earlier.  In the event of the death of the  Participant after termination
of Employment, this paragraph  (c) shall still apply and not paragraph (a),
above.

    (d)  Options not Vested at Termination.  Except as provided  in
paragraph (a) above, all Options held by the Participant  which are not
vested on or before the effective date of termination of Employment shall
immediately be forfeited to  the Company (and shall once again become
available for grant  under the Plan).

    (e)  Notwithstanding the foregoing, the Committee may, in its  sole
discretion, establish different terms and conditions  pertaining to the
effect of termination of Employment, but no such modification shall shorten
the terms of Options issued prior to such modification.

    6.9  Restrictions on Exercise and Transfer of Options.  Unless
otherwise provided by the Committee:

    (a)  During the Participant's lifetime, the Participant's Options
shall be exercisable only by the Participant or by  the Participant's
guardian or legal representative.  After the death of the Participant,  an
Option shall only be exercised by the holder thereof (including, but not
limited to, an executor or administrator  of a decedent's estate) or his
guardian or legal representative.

    (b)  No Option shall be transferable except: (i) in the case of the
Participant, only upon the Participant's death; and (ii) in the case of any
holder after the  Participant's death, only by will or by the laws of
descent and distribution.

ARTICLE 7. RESTRICTED STOCK

    7.1  Grant of Restricted Stock.  Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time, may grant
Shares of Restricted Stock to Eligible Persons in such amounts and upon
such terms and conditions as the Committee shall determine.

    7.2  Restricted Stock Agreement.  The Committee may require, as a
condition to an Award, that a recipient of a Restricted Stock Award enter
into a Restricted Stock Award Agreement, setting forth the terms and
conditions of the Award.  In lieu of a Restricted Stock Award Agreement,
the Committee may provide the terms and conditions of an Award in a notice
to the Participant of the Award, on the Stock certificate representing the
Restricted Stock, in the resolution approving the Award, or in such other
manner as it deems appropriate.

    7.3  Transferability.  Except as otherwise provided in this Article
7, the Shares of Restricted Stock granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
until the end of the applicable Restriction Period established by the
Committee, if any.

    7.4  Other Restrictions.  The Committee may impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without limitation,
a requirement that Participants pay a stipulated purchase price for each
Share of Restricted Stock and/or restrictions under applicable Federal or
state securities laws; and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.

    The Company shall also have the right to retain the certificates
representing Shares of Restricted Stock in the Company's possession until
such time as all conditions and/or restrictions applicable to such Shares
have been satisfied.

    7.5  Removal of Restrictions.  Except as otherwise provided in this
Article 7, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan shall become freely transferable by the
Participant after the last day of the Restriction Period and completion of
all conditions to vesting, if any.  However, unless otherwise provided by
the Committee, the Committee, in its sole discretion, shall have the right
to immediately waive all or part of the restrictions and conditions with
regard to all or part of the Shares held by any Participant at any time.

    7.6  Voting Rights, Dividends and Other Distributions. During the
Restriction Period, Participants holding Shares of Restricted Stock granted
hereunder may exercise full voting rights and shall receive all regular
cash dividends paid with respect to such Shares.  Except as provided in the
following sentence, in the sole discretion of the Committee, other cash
dividends and other distributions paid to Participants with respect to
Shares of Restricted Stock may be subject to the same restrictions and
conditions as the Shares of Restricted Stock with respect to which they
were paid.  If any such dividends or distributions are paid in Shares, the
Shares shall be subject to the same restrictions and conditions as the
Shares of Restricted Stock with respect to which they were paid.

    7.7  Termination of Employment Due to Death or Disability.  In the
event the Employment of a Participant shall terminate by reason of death or
Disability, unless otherwise provided by the Committee prior to or at the
time of the Award, all Restriction Periods and all restrictions imposed on
outstanding Shares of Restricted Stock held by the Participant shall
immediately lapse and the Restricted Stock shall immediately become fully
vested as of the date of termination of Employment.

    7.8  Termination of Employment for Other Reasons.  If the Employment
of a Participant shall terminate for any reason other than those
specifically set forth in Section 7.7 herein, all Shares of Restricted
Stock held by the Participant which are not vested as of the effective date
of termination of Employment immediately shall be forfeited and returned to
the Company.

ARTICLE 8.  EMPLOYEE MATTERS

    8.1  Employment Not Guaranteed.  Nothing in the Plan shall interfere
with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's Employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company or one of
its Subsidiaries.

    8.2  Participation.  No Eligible Person shall have the right to be
selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.

    8.3  Claims and Appeals.  Any claim under the Plan by a Participant
or anyone claiming through a Participant shall be presented to the
Committee. Any person whose claim under the Plan has been denied may,
within sixty (60) days after receipt of notice of denial, submit to the
Committee a written request for review of the decision denying the claim.
The Committee shall determine conclusively for all parties all questions
arising in the administration of the Plan.

ARTICLE 9. AMENDMENT, MODIFICATION, AND TERMINATION

    9.1  Amendment, Modification, and Termination.  The Board of
Directors alone shall have the right to alter, amend or revoke the Plan or
any part thereof at any time and from time to time, provided, however, that
the Board of Directors may not, without the approval of the holders of a
majority of the voting Shares, make any alteration or amendment to the Plan
which changes the aggregate number of shares of Common Stock which may be
issued under the Plan, extend the term of the Plan, or change the employees
or class of employees eligible to receive Awards thereunder. The Board may
at any time suspend or terminate the Plan in whole or in part.

    9.2  Awards Previously Granted.  No termination, amendment, or
modification of the Plan shall adversely affect in any material way any
Award previously granted under the Plan, without the written consent of the
Participant holding such Award.

ARTICLE 10. LEGAL CONSTRUCTION

    10.1  Severability.  In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provision had not been included.

    10.2  Requirements of Law.  The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.

    10.3  Securities Law Compliance.  With respect to Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.  To the
extent any provision of the plan or action by the Committee fails to comply
with a condition of Rule 16b-3 or its successors, it shall not apply to the
Insiders or transactions thereby.

    10.4  Governing Law.  To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Florida.