[EXHIBIT 4.1]
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                EPICUS COMMUNICATIONS GROUP, INC.

                     2004 STOCK OPTION PLAN
                     ----------------------


1.   Purpose
     -------

            The purpose of this plan (this "Plan") is to secure for
EPICUS COMMUNICATIONS GROUP, INC. (the "Company") and its
shareholders the benefits arising from capital stock ownership by
employees, officers, directors, consultants and other service
providers of the Company or any parent or subsidiary of the
Company (each an "Affiliate") who are expected to contribute to
the Company's future growth and success.  This Plan is also
designed to attract and retain other persons who will provide
services to the Company.  Those provisions of this Plan which
make express reference to Section 422 of the Internal Revenue
Code of 1986, as amended or replaced from time to time (the
"Code"), shall apply only to Incentive Stock Options (as that
term is defined herein).

2.   Type of Options and Administration
     ----------------------------------

     (a)    Types of Options.  Options granted pursuant to the Plan
            ----------------
shall be authorized by action of the Board of Directors (the
"Board") of the Company (or the committee appointed by the Board
in accordance with Section 2(b) below) and may be either
incentive stock options ("Incentive Stock Options") intended to
meet the requirements of Section 422 of the Code or non-statutory
options which are not intended to meet the requirements of
Section 422 of the Code ("Non-Qualified Options").

     (b)    Administration.  The Plan will be administered by the
            --------------
Board or by a committee consisting of two or more directors each
of whom shall be a "non-employee director," within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or any successor rule ("Rule 16b-
3"), and an "outside director", within the meaning of Treasury
Regulation Section 1.162-27(e)(3) promulgated under Section
162(m) of the Code, (the "Committee") appointed by the Board, in
each case whose construction and interpretation of the terms and
provisions of the Plan shall be final, conclusive and binding
upon the optionee and all other persons interested or claiming
interests under the Plan.  If the Board determines to create a
Committee to administer the Plan, the delegation of powers to the
Committee shall be consistent with applicable laws or regulations
(including, without limitation, applicable state law and Rule 16b-
3).  The Board or the Committee may in its sole discretion grant
options to purchase any class of the Company's shares (the
"Shares"), and issue Shares upon exercise of such options as
provided herein.  The Board or the Committee shall have
authority, subject to the express provisions of the Plan, to
construe the respective option agreements and the Plan; to
prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the respective
option agreements, which need not be identical; and to make all
other determinations in the judgment of the Board or the
Committee necessary or desirable for the administration of the
Plan.  The Board or the Committee may correct any defect or
supply any omission or reconcile any inconsistency herein or in
any option agreement in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the


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sole and final judge of such expediency.  No director or person
acting pursuant to authority delegated by the Board shall be
liable for any action or determination under the Plan made in
good faith.

3.   Eligibility
     -----------

          Options may be granted to persons who are, at the time
of grant, employees, officers, directors, consultants or other
service providers of the Company or any Affiliate, provided that
Incentive Stock Options may only be granted to individuals who
are employees (within the meaning of Section 3401(c) of the Code)
of the Company or any Affiliate.  Options may also be granted to
other persons, provided that such options shall be Non-Qualified
Options.  A person who has been granted an option may, if he or
she is otherwise eligible, be granted additional options if the
Board or the Committee shall so determine.

4.   Stock Subject to Plan
     ---------------------

          The Shares subject to options granted under the Plan
shall be authorized but unissued Shares or reacquired Shares.
Subject to adjustment as provided in Section 15 below, the
maximum number of Shares of the Company which may be issued and
sold under the Plan is 20,000,000.  If an option granted under
the Plan shall expire, terminate or is cancelled for any reason
without having been exercised in full, the unpurchased Shares
subject to such option shall again be available for subsequent
option grants under the Plan.

5.   Forms of Option Agreements
     --------------------------

          As a condition to the grant of an option under the
Plan, each recipient of an option shall execute an option
agreement in such form not inconsistent with the Plan and as may
be approved by the Board or the Committee.  The terms of such
option agreements may differ among recipients.

6.   Purchase Price
     --------------

          (a)  General.  The purchase price per Share issuable upon
               -------
the exercise of an option shall be determined by the Board or the
Committee at the time of grant of such option, provided, however,
that such exercise price in the case of Incentive Stock Options,
shall not be less than 100% of the Fair Market Value (as
hereinafter defined) of such Shares at the time of grant of such
option, and for Incentive Stock Options granted to a "10%
Shareholder" (as defined in Section 11(b)), shall not be less
than 110% of such Fair Market Value.  "Fair Market Value" of a
Share as of a specified date for purposes of the Plan shall mean
the closing price of a Share on the principal securities exchange
(including, but not limited to, the Nasdaq SmallCap Market or the
Nasdaq National Market) on which such Shares are traded on the
day immediately preceding the date as of which Fair Market Value
is being determined, or on the next preceding date on which such
Shares are traded if no Shares were traded on such immediately
preceding day, or if the Shares are not traded on a securities
exchange, Fair Market Value shall be deemed to be the average of
the high bid and low asked prices of the Shares in the over-the-
counter market on the day immediately preceding the date as of
which Fair Market Value is being determined or on the next
preceding date on which such high bid and low asked prices were
recorded.  If the Shares are not publicly traded, Fair Market
Value of a Share (including, in the case of any repurchase of


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Shares, any distributions with respect thereto which would be
repurchased with the Shares) shall be determined in good faith by
the Board taking into consideration prices at which the Company
has issued Shares during the preceding six months.  In no case
shall Fair Market Value be determined with regard to restrictions
other than restrictions which, by their terms, will never lapse.

     (b)    Payment of Purchase Price.  Options granted under
            -------------------------
the Plan may provide for the payment of the exercise price by
delivery of cash or a check to the order of the Company in an
amount equal to the exercise price of such options, or by any
other means which the Board determines are consistent with the
purpose of the Plan and with applicable laws and regulations
(including, without limitation, the provisions of Rule 16b-3).


7.   Option Exercise Period
     ----------------------

          Subject to earlier termination as provided herein, each
option and all rights thereunder shall expire on such date as
determined by the Board or the Committee and set  forth in the
applicable option agreement, provided that such date shall not be
later  than ten (10) years after the date on which the option is
granted, or as prescribed by Section 11(b) hereinbelow.


8.   Exercise of Options
     -------------------

          Each option granted under the Plan shall be exercisable
either in full or in installments at such time or times and
during such period as shall be set forth in the option agreement
evidencing such option, subject to the provisions of the Plan.
Subject to the requirements in the immediately preceding
sentence, if an option is not at the time of grant immediately
exercisable, the Board or the Committee may (i) in the agreement
evidencing such option, provide for the acceleration of the
exercise date or dates of the subject option upon the occurrence
of specified events and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates
of such option.


9.   Nontransferability of Options
     -----------------------------

          No option granted under this Plan shall be assignable
or otherwise transferable by the optionee, except by will or by
the laws of descent and distribution.  An option may be exercised
during the lifetime of the optionee only by the optionee.


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10.  Effect of Termination of Employment or Other Relationship
     ---------------------------------------------------------

     (a)    Except as provided in Section 11(b) with respect
to Incentive Stock Options and except as may otherwise be
determined by the Board or the Committee at the date of grant of
an option, and subject to the provisions of the Plan, an optionee
may exercise an option at any time within three (3) months
following the termination of the optionee's employment or other
relationship with the Company and its Affiliates or within one
(1) year if such termination was due to the death or disability
(within the meaning of Section 22(e)(3) of the Code or any
successor provisions thereto) of the optionee (to the extent such
option is otherwise exercisable at the time of such termination)
but in no event later than the expiration date of the option.


     (b)    Notwithstanding the foregoing and except as may
otherwise be determined by the Board or the Committee, if the
termination of the optionee's employment or other relationship
with the Company and/or its Affiliate is for cause, the option
shall expire immediately upon such termination.  The Board or the
Committee shall have the power to determine, in its sole
discretion, what constitutes a termination for cause, whether an
optionee has been terminated for cause, and the date upon which
such termination for cause occurs.  Any such determinations shall
be final and conclusive and binding upon the optionee and all
other persons interested or claiming interests under the Plan.


11.  Incentive Stock Options
     -----------------------

            Options granted under the Plan which are intended to be
Incentive Stock Options shall be subject to the following additional
terms and conditions:

     (a)    Express Designation.  All Incentive Stock Options
            -------------------
granted under the Plan shall, at the time of grant, be
specifically designated as such in the option agreement covering
such Incentive Stock Options.

     (b)    10% Shareholder.  If any employee to whom an
            ---------------
Incentive Stock Option is to be granted under the Plan is, at the
time of the grant of such option, the owner of stock possessing
more than 10% of the total combined voting power of all classes
of stock of the Company (after taking into account the
attribution of stock ownership rules of Section 424(d) of the
Code), then the following special provisions shall be applicable
to the Incentive Stock Option granted to such individual:

            (i)     the purchase price per Share subject to such
     Incentive Stock Option shall not be less than 110% of the
     Fair Market Value of one Share at the time of grant; and

            (ii)    the option exercise period shall not exceed
     five (5) years from the date of grant.

     (c)    Dollar Limitation.  For so long as the Code shall so
            -----------------
provide, options granted to any employee under the Plan (and any
other incentive stock option plans of the Company) which are


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intended to constitute Incentive Stock Options shall not
constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time
in any one calendar year for Shares with an aggregate Fair Market
Value, as of the respective date or dates of grant, of more than
$100,000.

     (d)    Termination of Employment, Death or Disability.  No
            ----------------------------------------------
Incentive Stock Option may be exercised unless, at the time of
such exercise, the optionee is, and has been continuously since
the date of grant of his or her option, employed by the Company
or an Affiliate, except that:

            (i)     an Incentive Stock Option may be exercised
     within  the  period of three (3) months after the date the
     optionee ceases  to be an employee of the Company or an
     Affiliate (or within such lesser period as may be specified
     in the applicable option agreement), to the extent it is
     otherwise exercisable at the time of such cessation,

            (ii)    if the optionee dies while in the employ of
     the  Company  or  an Affiliate, or within three (3) months
     after the optionee ceases to be such an employee, the
     Incentive Stock Option may be exercised by the person to
     whom it is transferred by will or the laws of descent and
     distribution within the period of one (1) year after the
     date of death (or within such lesser period as may be
     specified in the applicable option agreement), to the extent
     it is otherwise exercisable at the time of the optionee's
     death, and

            (iii)   if the optionee becomes disabled (within
     the meaning of Section 22(e)(3) of the Code or any successor
     provisions thereto) while in the employ of the Company or an
     Affiliate, the  Incentive Stock Option may be exercised
     within the period of one (1) year after the date the
     optionee ceases to be such an employee because of such
     disability (or within such lesser period as may be specified
     in the applicable option agreement), to the extent it is
     otherwise exercisable at the time of such cessation.

          For all purposes of the Plan and any option granted
hereunder, "employment" shall be defined in accordance with the
provisions of Section 1.421-7(h) of the Income Tax Regulations
(or any successor regulations).  Notwithstanding the foregoing
provisions, no Incentive Stock Option may be exercised after its
expiration date.


12.  Additional Provisions
     ---------------------

     (a)    Additional Option Provisions.  The Board or the
            ----------------------------
Committee may, in its sole discretion, include additional
provisions in option agreements covering options granted under
the Plan, including without limitation, restrictions on transfer,
repurchase rights, rights of first refusal, commitments to pay
cash bonuses or to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or
such other provisions as shall be determined by the Board or the
Committee, provided that such additional provisions shall not be
inconsistent with the requirements of applicable law and such
additional provisions shall not cause any Incentive Stock Option
granted under the Plan to fail to qualify as an Incentive Stock
Option within the meaning of Section 422 of the Code.


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     (b)    Acceleration, Extension, Etc.  The Board or the
            ----------------------------
Committee may, in its sole discretion (i) accelerate the date or
dates on which all or any particular option or options granted
under the Plan may be exercised, or (ii) extend the dates during
which all, or any particular, option or options granted under the
Plan may be exercised, provided, however, that no such
acceleration or extension shall be permitted if it would (i)
cause any Incentive Stock Option granted under the Plan to fail
to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code, or (ii) cause the Plan or any option
granted under the Plan to fail to comply with Rule 16b-3 (if
applicable to the Plan or such option).


13.  General Restrictions
     --------------------

     (a)    Investment Representations.  The Board or the
            --------------------------
Committee may require any person to whom an option is granted, as
a condition of exercising such option or award, to give written
assurances in substance and form satisfactory to the Board or the
Committee to the effect that such person is acquiring the Shares
subject to the option or award for his or her own account for
investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the
Board or the Committee deems necessary or appropriate in order to
comply with applicable federal and state securities laws, or with
covenants or representations made by the Company in connection
with any public offering of its Shares, including any "lock-up"
or other restriction on transferability.

     (b)    Compliance With Securities Law.  Each option 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 or award upon
any securities exchange or automated quotation system or under
any state or federal law, or the consent or approval of any
governmental or regulatory body, or that the disclosure of non-
public information or the satisfaction of any other condition, is
necessary as a condition of, or in connection with the issuance
or purchase of Shares thereunder, except to the extent expressly
permitted by the Board, such option or award may not be
exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval or satisfaction
of such condition shall have been effected or obtained on
conditions acceptable to the Board or the Committee.  Nothing
herein shall be deemed to require the Company to apply for or to
obtain such listing, registration, qualification, consent or
approval, or to satisfy such condition.  In addition, Shares
issued upon the exercise of options may bear such legends as the
Company may deem advisable to reflect restrictions which may be
imposed by law, including, without limitation, the Securities Act
of 1933, as amended, any state "blue sky" or other applicable
federal or state securities law.

14.  Rights as a Shareholder
     -----------------------

          The holder of an option shall have no rights as a
shareholder with respect to any shares covered by the option
(including, without limitation, any right to vote or to receive
dividends or non-cash distributions with respect to such shares)
until the effective date of exercise of such option and then only
to the extent of the Shares so purchased.  No adjustment shall be
made for dividends or other rights for which the record date is
prior to the date of exercise.


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15.  Adjustment Provisions for Recapitalizations, Reorganizations
     and Related Transactions
     ------------------------------------------------------------

     (a)    Recapitalizations, Reorganizations and Related
            ----------------------------------------------
Transactions.  If, through or as a result of any recapitalization,
------------
reclassification, stock dividend, stock split, reverse stock
split or other similar transaction (i) the outstanding Shares are
increased, decreased or exchanged for a different number or kind
of shares or other securities of the Company, or (ii) additional
Shares or new or different shares or other non-cash assets are
distributed with respect to such Shares or other securities, an
appropriate and proportionate adjustment shall be made in (x) the
maximum number and kind of Shares reserved for issuance under or
otherwise referred to herein, (y) the number and kind of Shares
or other securities subject to any then-outstanding options under
the Plan, and (z) the price for each Share subject to any then-
outstanding options under the Plan, without changing the
aggregate purchase price as to which such options remain
exercisable.  Notwithstanding the foregoing, no adjustment shall
be made pursuant to this Section 15 if such adjustment (A) would
cause any Incentive Stock Option granted under the Plan to fail
to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code, (B) would cause the Plan or any option
granted under the Plan to fail to comply with Rule 16b-3 (if
applicable to the Plan or such option), or (C) would be
considered as the adoption of a new plan requiring shareholder
approval.

     (b)    Board Authority to Make Adjustments.  Any
            -----------------------------------
adjustments under this Section 15 will be made by the Board or
the Committee, whose determination as to what adjustments, if
any, will be made and the extent thereof will be final, binding
and conclusive.  No fractional shares will be issued under the
Plan on account of any such adjustments.


16.  No Employment Rights
     --------------------

           Nothing contained herein or in any option agreement
shall confer upon any optionee any right with respect to the
continuation of his or her employment or other relationship with
the  Company or an Affiliate or interfere in any way with the
right of the Company or an Affiliate at any time to terminate
such employment or relationship or to increase or decrease the
compensation of the optionee.


17.  Amendment, Modification or Termination of the Plan
     --------------------------------------------------

     (a)    The Board may at any time modify, amend or
terminate the Plan, provided that to the extent required by
applicable law, any such modification, amendment or termination
shall be subject to the approval of the shareholders of the
Company.

     (b)    The modification, amendment or termination of the
Plan shall not, without the consent of an optionee, affect his or
her rights under an option previously granted to him or her.
With the consent of the optionee affected, the Board or the
Committee may amend or modify outstanding option agreements in a
manner not inconsistent with the Plan.  Notwithstanding the
foregoing, the Board shall have the right (but not the
obligation), without the consent of the optionee affected, to


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amend or modify (i) the terms and provisions of the Plan and of
any outstanding Incentive Stock Option agreements to the extent
necessary to qualify any or all such options for such favorable
federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded incentive stock options under
Section 422 of the Code, (ii) the terms and provisions of the
Plan and the option agreements entered into in connection with
any outstanding options to the extent necessary to ensure the
qualification of the Plan and such options under Rule 16b-3 (if
applicable to the Plan and such options), and (iii) the terms and
provisions of the Plan and the option agreements entered into in
connection with any outstanding options to the extent that the
Board determines necessary to preserve the deduction of
compensation paid to certain optionees who are "covered
employees," within the meaning of Treasury Regulation Section
1.162-27(c)(2), as a result of the grant or exercise of options
under the Plan.

18.  Withholding
     -----------

     (a)    The Company shall have the right to deduct and
withhold from payments or distributions of any kind otherwise due
to the optionee any federal, state or local taxes of any kind
required by law to be so deducted and withheld with respect to
any Shares issued upon exercise of options under the Plan.
Subject to the prior approval of the Company, which may be
withheld by the Company in its sole discretion, the optionee may
elect to satisfy such obligations, in whole or in part by (i)
causing the Company to withhold Shares otherwise issuable
pursuant to the exercise of an option, (ii) delivering to the
Company Shares already owned by the optionee, or (iii) delivering
to the Company cash or a check to the order of the Company in an
amount equal to the amount required to be so deducted and
withheld.  The Shares delivered in accordance with method (ii)
above or withheld in accordance with method (i) above shall have
a Fair Market Value equal to such withholding obligation as of
the date that the amount of tax to be withheld is to be
determined.  An optionee who has made (with the Company's
approval) an election pursuant to method (i) or (ii) of this
Section 18(a) may only satisfy his or her withholding obligation
with Shares which are not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.

     (b)    The acceptance of Shares upon exercise of an
Incentive Stock Option shall constitute an agreement by the
optionee (i) to notify the Company if any or all of such Shares
are disposed of by the optionee within two (2) years from the
date the option was granted or within one (1) year from the date
the shares were issued to the optionee pursuant to the exercise
of the option, and (ii) if required by law, to remit to the
Company, at the time of and in the case of any such disposition,
an amount sufficient to satisfy the Company's federal, state and
local withholding tax obligations with respect to such
disposition, whether or not, as to both (i) and (ii), the
optionee is in the employ of the Company or an Affiliate at the
time of such disposition.


19.  Cancellation and New Grant of Options, etc.
     -------------------------------------------

           The Board or the Committee shall have the authority to
effect,  at  any time and from time to time, with the consent  of
the  affected  optionee(s) the (i) cancellation  of  any  or  all
outstanding  options under the Plan and the grant in substitution
therefor  of  new options under the Plan (or any successor  stock
option  plan  of  the  Company) covering the  same  or  different


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numbers of Shares and having an option exercise price per Share
which may be lower or higher than the exercise price per share of
the cancelled options, or (ii) amendment of the terms of the
option agreements entered into in connection with any and all
outstanding options under the Plan to provide an option exercise
price per share which is higher or lower than the then-current
exercise price per Share of such outstanding options.

20.  Effective Date and Duration of the Plan
     ---------------------------------------

     (a)    Effective Date.  The Plan shall become effective
            --------------
when adopted by the Board, but no Incentive Stock Option granted
under the Plan shall become exercisable unless and until the Plan
shall have been approved by the Company's shareholders.  If such
shareholder approval is not obtained within twelve (12) months
after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive
Stock Options and no Incentive Stock Options shall be granted
thereafter.  Amendments to the Plan shall become effective as of
the latest of (i) the date of adoption by the Board, (ii) the
date set forth in the amendments or (iii) in the case of any
amendment requiring shareholder approval (as set forth in Section
17), the date such amendment is approved by the Company's
shareholders.  Notwithstanding the foregoing, no Incentive Stock
Option granted on or after the effective date of such amendment
shall become exercisable unless and until such amendment shall
have been approved by the Company's shareholders.  If such
shareholder approval is not obtained within twelve (12) months of
the Board's adoption of such amendment, no options granted on or
after the effective date of such amendment shall be deemed
Incentive Stock Options and no Incentive Stock Options shall be
granted thereafter.  Subject to above limitations, options may be
granted under the Plan at any time after the effective date of
the Plan and before the date fixed for termination of the Plan.

     (b)    Termination.  Unless sooner terminated by the
            -----------
Board, the Plan shall terminate upon the close of business on the
day next preceding the tenth anniversary of the date of its
adoption by the Board.  After termination of the Plan, no further
options may be granted under the Plan; provided, however, that
such termination will not affect any options granted prior to
termination of the Plan.


21.  Governing Law
     -------------

            The provisions of this Plan shall be governed and
construed in accordance with the laws of the State of Florida
without regard to the principles thereof relating to the
conflicts of laws.



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