<PAGE>

                                                                     EXHIBIT 4.1

                            GLOBAL ENERGY GROUP, INC.
                     2001 EQUITY INCENTIVE PLAN, AS AMENDED


                                ARTICLE I - PLAN

1.1 PURPOSE. This Plan is a plan for key Employees (including officers and
employee directors) and Consultants of the Company and its Affiliates and is
intended to advance the best interests of the Company, its Affiliates, and its
stockholders by providing those persons who have substantial responsibility for
the management and growth of the Company and its Affiliates with additional
incentives and an opportunity to obtain or increase their proprietary interest
in the Company, thereby encouraging them to continue in the employ of the
Company or any of its Affiliates.

1.2 RULE 16B-3 PLAN. The Plan is intended to comply with all applicable
conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated
under the Securities Exchange Act of 1934, as amended (the "1934 Act"). To the
extent any provision of the Plan or action by the Board of Directors or
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee. In addition, the Board
of Directors may amend the Plan from time to time as it deems necessary in order
to meet the requirements of any amendments to Rule 16b-3 without the consent of
the shareholders of the Company.

1.3 EFFECTIVE DATE OF PLAN. The Plan shall be effective September 1, 2001 (the
"Effective Date"), provided that within one year of the Effective Date, the Plan
shall have been approved by at least a majority vote of stockholders. No
Incentive Option, Nonqualified Option, Stock Appreciation Right, Restricted
Stock Award or Performance Stock Award shall be granted pursuant to the Plan ten
years after the Effective Date.

                            ARTICLE II - DEFINITIONS

The words and phrases defined in this Article shall have the meaning set out in
these definitions throughout this Plan, unless the context in which any such
word or phrase appears reasonably requires a broader, narrower, or different
meaning.

2.1 "AFFILIATE" means any parent corporation and any subsidiary corporation. The
term "parent corporation" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of the
action or transaction, each of the corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain. The term "subsidiary
corporation" means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company if, at the time of the action or
transaction, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.

2.2 "AWARD" means each of the following granted under this Plan: Incentive
Option, Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
Performance Stock Award.

2.3 "BOARD OF DIRECTORS" means the board of directors of the Company.

2.4 "CHANGE IN CONTROL" shall mean and include the following transactions or
situations:

(a) A sale, transfer, or other disposition by the Company through a single
transaction or a series of transactions of securities of the Company
representing thirty (30%) percent or more of the combined voting power of the
Company's then outstanding securities to any "Unrelated Person" or "Unrelated
Persons" acting in concert with one another. For purposes of this definition,
the term "Person" shall mean and include any individual, partnership, joint
venture, association, trust corporation, or other entity (including a "group" as
referred to in Section 13(d)(3) of the 1934 Act). For purposes of this
definition, the term "Unrelated Person" shall mean and include any Person other
than the Company, a wholly-owned subsidiary of the Company, or an employee
benefit plan of the Company;



                                       1
<PAGE>

provided however, a sale to underwriters in connection with a public offering of
the Company's securities pursuant to a firm commitment shall not be a Change of
Control.

(b) A sale, transfer, or other disposition through a single transaction or a
series of transactions of all or substantially all of the assets of the Company
to an Unrelated Person or Unrelated Persons acting in concert with one another.

(c) A change in the ownership of the Company through a single transaction or a
series of transactions such that any Unrelated Person or Unrelated Persons
acting in concert with one another become the "Beneficial Owner," directly or
indirectly, of securities of the Company representing at least thirty (30%)
percent of the combined voting power of the Company's then outstanding
securities. For purposes of this definition, the term "Beneficial Owner" shall
have the same meaning as given to that term in Rule 13d-3 promulgated under the
1934 Act, provided that any pledgee of voting securities is not deemed to be the
Beneficial Owner thereof prior to its acquisition of voting rights with respect
to such securities.

(d) Any consolidation or merger of the Company with or into an Unrelated Person,
unless immediately after the consolidation or merger the holders of the common
stock of the Company immediately prior to the consolidation or merger are the
beneficial owners of securities of the surviving corporation representing at
least fifty (50%) percent of the combined voting power of the surviving
corporation's then outstanding securities.

(e) During any period of two years, individuals who, at the beginning of such
period, constituted the Board of Directors of the Company cease, for any reason,
to constitute at least a majority thereof, unless the election or nomination for
election of each new director was approved by the vote of at least two-thirds of
the directors then still in office who were directors at the beginning of such
period.

(f) A change in control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the 1934 Act, or any successor regulation of similar importance,
regardless of whether the Company is subject to such reporting requirement.

2.5 "CODE" means the Internal Revenue Code of 1986, as amended.

2.6 "COMMITTEE" means the Compensation Committee of the Board of Directors or
such other committee designated by the Board of Directors. The Committee shall
be comprised solely of at least two members who are both Disinterested Persons
and Outside Directors or by the Board of Directors in its entirety.

2.7 "COMPANY" means 1stopsale.com Holdings, Inc.

2.8 "CONSULTANT" means any person, including an advisor, engaged by the Company
or Affiliate to render services and who is compensated for such services.

2.9 "DISINTERESTED PERSON" means a "disinterested person" as that term is
defined in Rule 16b-3 under the 1934 Act.

2.10 "ELIGIBLE PERSONS" shall mean, with respect to the Plan, those persons who,
at the time that an Award is granted, are (i) key personnel (including officers
and directors) of the Company or Affiliate, or (ii) Consultants or independent
contractors who provide valuable services to the Company or Affiliate as
determined by the Committee.

2.11 "EMPLOYEE" means a person employed by the Company or any Affiliate to whom
an Award is granted.

2.12 "FAIR MARKET VALUE" of the Stock as of any date means (a) the average of
the high and low sale prices of the Stock on that date on the principal
securities exchange on which the Stock is listed; or (b) if the Stock is not
listed on a securities exchange, the average of the high and low sale prices of
the Stock on that date as reported on the Nasdaq National Market System; or (c)
if the Stock is not listed on the Nasdaq National Market System, the average of
the high and low bid quotations for the Stock on that date as reported by the
National Quotation Bureau Incorporated; or (d) if none of the foregoing is
applicable, an amount at the election of the Committee equal to (x),



                                       2
<PAGE>

the average between the closing bid and ask prices per share of Stock on the
last preceding date on which those prices were reported or (y) that amount as
determined by the Committee in good faith.

2.13 "INCENTIVE OPTION" means an option to purchase Stock granted under this
Plan which is designated as an "Incentive Option" and satisfies the requirements
of Section 422 of the Code.

2.14 "NONQUALIFIED OPTION" means an option to purchase Stock granted under this
Plan other than an Incentive Option.

2.15 "OPTION" means both an Incentive Option and a Nonqualified Option granted
under this Plan to purchase shares of Stock.

2.16 "OPTION AGREEMENT" means the written agreement by and between the Company
and an Eligible Person which sets out the terms of an Option.

2.17 "OUTSIDE DIRECTOR" means a member of the Board of Directors serving on the
Committee who satisfies Section 162(m) of the Code.

2.18 "PLAN" means the 1stopsale.com Holdings, Inc. 2001 Equity Incentive Plan,
as set out in this document and as it may be amended from time to time.

2.19 "PLAN YEAR" means the Company's fiscal year.

2.20 "PERFORMANCE STOCK AWARD" means an award of shares of Stock to be issued to
an Eligible Person if specified predetermined performance goals are satisfied as
described in Article VI.

2.21 "RESTRICTED STOCK" means Stock awarded or purchased under a Restricted
Stock Agreement entered into pursuant to this Plan, together with (i) all
rights, warranties or similar items attached or accruing thereto or represented
by the certificate representing the stock and (ii) any stock or securities into
which or for which the stock is thereafter converted or exchanged. The terms and
conditions of the Restricted Stock Agreement shall be determined by the
Committee consistent with the terms of the Plan.

2.22 "RESTRICTED STOCK AGREEMENT" means an agreement between the Company or any
Affiliate and the Eligible Person pursuant to which the Eligible Person receives
a Restricted Stock Award subject to Article VI.

2.23 "RESTRICTED STOCK AWARD" means an Award of Restricted Stock.

2.24 "RESTRICTED STOCK PURCHASE PRICE" means the purchase price, if any, per
share of Restricted Stock subject to an Award. The Restricted Stock Purchase
Price shall be determined by the Committee. It may be greater than or less than
the Fair Market Value of the Stock on the date of the Stock Award.

2.25 "STOCK" means the common stock of the Company, $.001 par value or, in the
event that the outstanding shares of common stock are later changed into or
exchanged for a different class of stock or securities of the Company or another
corporation, that other stock or security.

2.26 "STOCK APPRECIATION RIGHT" and "SAR" means the right to receive the
difference between the Fair Market Value of a share of Stock on the grant date
and the Fair Market Value of the share of Stock on the exercise date.

2.27 "10% STOCKHOLDER" means an individual who, at the time the Option is
granted, owns Stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of any Affiliate. An individual shall
be considered as owning the Stock owned, directly or indirectly, by or for his
brothers and sisters (whether by the whole or half blood), spouse, ancestors,
and lineal descendants; and Stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust, shall be considered as being owned
proportionately by or for its stockholders, partners, or beneficiaries.



                                       3
<PAGE>

                            ARTICLE III - ELIGIBILITY

The individuals who shall be eligible to receive Awards shall be those Eligible
Persons of the Company or any of its Affiliates as the Committee shall determine
from time to time. However, no member of the Committee shall be eligible to
receive any Award or to receive Stock, Options, Stock Appreciation Rights or any
Performance Stock Award under any other plan of the Company or any of its
Affiliates, if to do so would cause the individual not to be a Disinterested
Person or Outside Director. The Board of Directors may designate one or more
individuals who shall not be eligible to receive any Award under this Plan or
under other similar plans of the Company.

               ARTICLE IV - GENERAL PROVISIONS RELATING TO AWARDS

4.1 AUTHORITY TO GRANT AWARDS. The Committee may grant to those Eligible Persons
of the Company or any of its Affiliates as it shall from time to time determine,
Awards under the terms and conditions of this Plan. Subject only to any
applicable limitations set out in this Plan, the number of shares of Stock to be
covered by any Award to be granted to an Eligible Person shall be determined by
the Committee.

4.2 SHARES SUBJECT TO PLAN. The total number of shares of Stock set aside for
Awards may be granted under the Plan shall be 3,000,000 shares. The shares may
be treasury shares or authorized but unissued shares. The maximum number of
shares subject to options or stock appreciation rights which may be issued to
any eligible person under the plan during each plan year shall be determined by
the Committee. The maximum number of shares subject to restricted stock awards
which may be granted to any eligible person under the plan during each plan year
shall be determined by the Committee. The maximum number of shares subject to
performance stock awards which may be granted to any eligible person during each
plan year shall be determined by the Committee. The number of shares stated in
this Section 4.2 shall be subject to adjustment in accordance with the
provisions of Section 4.5. In the event that any outstanding Award shall expire
or terminate for any reason or any Award is surrendered, the shares of Stock
allocable to the unexercised portion of that Award may again be subject to an
Award under the Plan.

4.3 NON-TRANSFERABILITY. Awards shall not be transferable by the Eligible Person
otherwise than by will or under the laws of descent and distribution, and shall
be exercisable, during the Eligible Person's lifetime, only by him. Restricted
Stock shall be purchased by and/or become vested under a Restricted Stock
Agreement during the Eligible Person's lifetime, only by him. Any attempt to
transfer an Award other than under the terms of the Plan and the Agreement shall
terminate the Award and all rights of the Eligible Person to that Award.

4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any
Stock under any Award if issuing that Stock would constitute or result in a
violation by the Eligible Person or the Company of any provision of any law,
statute, or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option or pursuant to any
Award, the Company shall not be required to issue any Stock unless the Committee
has received evidence satisfactory to it to the effect that the holder of that
Option or Award will not transfer the Stock except in accordance with applicable
law, including receipt of an opinion of counsel satisfactory to the Company to
the effect that any proposed transfer complies with applicable law. The
determination by the Committee on this matter shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, register any
Stock covered by this Plan pursuant to applicable securities laws of any country
or any political subdivision. In the event the Stock issuable on exercise of an
Option or pursuant to an Award is not registered, the Company may imprint on the
certificate evidencing the Stock any legend that counsel for the Company
considers necessary or advisable to comply with applicable law. The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of an Option or vesting under an Award, or the issuance of shares
pursuant thereto, to comply with any law or regulation of any governmental
authority.

4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

(a) The existence of outstanding Options or Awards shall not affect in any way
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Stock or its rights, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other



                                       4
<PAGE>

corporate act or proceeding, whether of a similar character or otherwise. If the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Stock dividend, or other increase or reduction of
the number of shares of the Stock outstanding, without receiving compensation
for it in money, services or property, then (a) the number, class, and per share
price of shares of Stock subject to outstanding Options under this Plan shall be
appropriately adjusted in such a manner as to entitle an Eligible Person to
receive upon exercise of an Option, for the same aggregate cash consideration,
the equivalent total number and class of shares he would have received had he
exercised his Option in full immediately prior to the event requiring the
adjustment; and (b) the number and class of shares of Stock then reserved to be
issued under the Plan shall be adjusted by substituting for the total number and
class of shares of Stock then reserved, that number and class of shares of Stock
that would have been received by the owner of an equal number of outstanding
shares of each class of Stock as the result of the event requiring the
adjustment.

(b) If the Company is merged or consolidated with another corporation and the
Company is not the surviving corporation, or if the Company is liquidated or
sells or otherwise disposes of substantially all its assets while unexercised
Options remain outstanding under this Plan:

(i) subject to the provisions of clause (c) below, after the effective date of
the merger, consolidation, liquidation, sale or other disposition, as the case
may be, each holder of an outstanding Option shall be entitled, upon exercise of
the Option, to receive, in lieu of shares of Stock, the number and class or
classes of shares of stock or other securities or property to which the holder
would have been entitled if, immediately prior to the merger, consolidation,
liquidation, sale or other disposition, the holder had been the holder of record
of a number of shares of Stock equal to the number of shares as to which the
Option shall be so exercised;

(ii)the Board of Directors may waive any limitations set out in or imposed under
this Plan so that all Options, from and after a date prior to the effective date
of the merger, consolidation, liquidation, sale or other disposition, as the
case may be, specified by the Board of Directors, shall be exercisable in full;
and

(iii)all outstanding Options may be canceled by the Board of Directors as of the
effective date of any merger, consolidation, liquidation, sale or other
disposition, if (i) notice of cancellation shall be given to each holder of an
Option and (ii) each holder of an Option shall have the right to exercise that
Option in full (without regard to any limitations set out in or imposed under
this Plan or the Option Agreement granting that Option) during a period set by
the Board of Directors preceding the effective date of the merger,
consolidation, liquidation, sale or other disposition and, if in the event all
outstanding Options may not be exercised in full under applicable securities
laws without registration of the shares of Stock issuable on exercise of the
Options, the Board of Directors may limit the exercise of the Options to the
number of shares of Stock, if any, as may be issued without registration. The
method of choosing which Options may be exercised, and the number of shares of
Stock for which Options may be exercised, shall be solely within the discretion
of the Board of Directors.

(c) After a merger of one or more corporations into the Company or after a
consolidation of the Company and one or more corporations in which the Company
shall be the surviving corporation, each Eligible Person shall be entitled to
have his Restricted Stock and shares earned under a Performance Stock Award
appropriately adjusted based on the manner the Stock was adjusted under the
terms of the agreement of merger or consolidation.

(d) In each situation described in this Section 4.5, the Committee will make
similar adjustments, as appropriate, in outstanding Stock Appreciation Rights.

(e) The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale or upon the exercise of rights or
warrants to subscribe for them, or upon conversion of shares or obligations of
the Company convertible into shares or other securities, shall not affect, and
no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Awards.

4.6 ELECTION UNDER SECTION 83(B) OF THE CODE. No Employee shall exercise the
election permitted under Section 83(b) of the Code without written approval of
the Committee. Any Employee doing so shall forfeit all Awards issued to him
under this Plan.



                                       5
<PAGE>

                ARTICLE V - OPTIONS AND STOCK APPRECIATION RIGHTS

5.1 TYPE OF OPTION. The Committee shall specify at the time of grant whether a
given Option shall constitute an Incentive Option or a Nonqualified Option.
Incentive Stock Options may only be granted to Employees.

5.2 OPTION PRICE. The price at which Stock may be purchased under an Incentive
Option shall not be less than the greater of: (a) 100% of the Fair Market Value
of the shares of Stock on the date the Option is granted or (b) the aggregate
par value of the shares of Stock on the date the Option is granted. The
Committee in its discretion may provide that the price at which shares of Stock
may be purchased under an Incentive Option shall be more than 100% of Fair
Market Value. In the case of any 10% Stockholder, the price at which shares of
Stock may be purchased under an Incentive Option shall not be less than 110% of
the Fair Market Value of the Stock on the date the Incentive Option is granted.
The price at which shares of Stock may be purchased under a Nonqualified Option
shall be such price as shall be determined by the Committee in its sole
discretion but in no event lower than the par value of the shares of Stock on
the date the Option is granted.

5.3 DURATION OF OPTIONS AND SARS. No Option or SAR shall be exercisable after
the expiration of ten (10) years from the date the Option or SAR is granted. In
the case of a 10% Stockholder, no Incentive Option shall be exercisable after
the expiration of five years from the date the Incentive Option is granted.

5.4 AMOUNT EXERCISABLE -- INCENTIVE OPTIONS. Each Option may be exercised from
time to time, in whole or in part, in the manner and subject to the conditions
the Committee, in its sole discretion, may provide in the Option Agreement, as
long as the Option is valid and outstanding, and further provided that no Option
may be exercisable within six (6) months of the date of grant, unless otherwise
stated in the Option Agreement. To the extent that the aggregate Fair Market
Value (determined as of the time an Incentive Option is granted) of the Stock
with respect to which Incentive Options first become exercisable by the optionee
during any calendar year (under this Plan and any other incentive stock option
plan(s) of the Company or any Affiliate) exceeds $100,000, the portion in excess
of $100,000 of the Incentive Option shall be treated as a Nonqualified Option.
In making this determination, Incentive Options shall be taken into account in
the order in which they were granted.

5.5 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery of
written notice to the Committee setting forth the number of shares of Stock with
respect to which the Option is to be exercised, together with:

(a) cash, certified check, bank draft, or postal or express money order payable
to the order of the Company for an amount equal to the option price of the
shares,

(b) Stock at its Fair Market Value on the date of exercise, (if approved in
advance by the Committee),

(c) an election to make a cashless exercise through a registered broker-dealer
(if approved in advance by the Committee),

(d) an election to have shares of Stock, which otherwise would be issued on
exercise, withheld in payment of the exercise price (if approved in advance by
the Committee), and/or

(e) any other form of payment which is acceptable to the Committee, including
without limitation, payment in the form of a promissory note, and specifying the
address to which the certificates for the shares are to be mailed.

As promptly as practicable after receipt of written notification and payment,
the Company shall deliver to the Eligible Person certificates for the number of
shares with respect to which the Option has been exercised, issued in the
Eligible Person's name. If shares of Stock are used in payment, the aggregate
Fair Market Value of the shares of Stock tendered must be equal to or less than
the aggregate exercise price of the shares being purchased upon exercise of the
Option, and any difference must be paid by cash, certified check, bank draft, or
postal or express money order payable to the order of the Company. Delivery of
the shares shall be deemed effected for all purposes when a stock transfer agent
of the Company shall have deposited the certificates in the United States mail,
addressed to the Eligible Person, at the address specified by the Eligible
Person.



                                       6
<PAGE>

Whenever an Option is exercised by exchanging shares of Stock owned by the
Eligible Person, the Eligible Person shall deliver to the Company certificates
registered in the name of the Eligible Person representing a number of shares of
Stock legally and beneficially owned by the Eligible Person, free of all liens,
claims, and encumbrances of every kind, accompanied by stock powers duly
endorsed in blank by the record holder of the shares represented by the
certificates (with signature guaranteed by a commercial bank or trust company or
by a brokerage firm having a membership on a registered national stock
exchange). The delivery of certificates upon the exercise of Options is subject
to the condition that the person exercising the Option provide the Company with
the information the Company might reasonably request pertaining to exercise,
sale or other disposition.

5.6 STOCK APPRECIATION RIGHTS. All Eligible Persons shall be eligible to receive
Stock Appreciation Rights. The Committee shall determine the SAR to be awarded
from time to time to any Eligible Person. The grant of an SAR to be awarded from
time to time shall neither entitle such person to, nor disqualify such person,
from participation in any other grant of awards by the Company, whether under
this Plan or any other plan of the Company. If granted as a stand-alone SAR
Award, the terms of the Award shall be provided in a Stock Appreciation Rights
Agreement.

5.7 STOCK APPRECIATION RIGHTS IN TANDEM WITH OPTIONS. Stock Appreciation Rights
may, at the discretion of the Committee, be included in each Option granted
under the Plan to permit the holder of an Option to surrender that Option, or a
portion of the part which is then exercisable, and receive in exchange, upon the
conditions and limitations set by the Committee, an amount equal to the excess
of the Fair Market Value of the Stock covered by the Option, or the portion of
it that was surrendered, determined as of the date of surrender, over the
aggregate exercise price of the Stock. The payment may be made in shares of
Stock valued at Fair Market Value, in cash, or partly in cash and partly in
shares of Stock, as the Committee shall decide in its sole discretion. Stock
Appreciation Rights may be exercised only when the Fair Market Value of the
Stock covered by the Option surrendered exceeds the exercise price of the Stock.
In the event of the surrender of an Option, or a portion of it, to exercise the
Stock Appreciation Rights, the shares represented by the Option or that part of
it which is surrendered, shall not be available for reissuance under the Plan.
Each Stock Appreciation Right issued in tandem with an Option (a) will expire
not later than the expiration of the underlying Option, (b) may be for no more
than 100% of the difference between the exercise price of the underlying Option
and the Fair Market Value of a share of Stock at the time the Stock Appreciation
Right is exercised, (c) is transferable only when the underlying Option is
transferable, and under the same conditions, and (d) may be exercised only when
the underlying Option is eligible to be exercised.

5.8 CONDITIONS OF STOCK APPRECIATION RIGHTS. All Stock Appreciation Rights shall
be subject to such terms, conditions, restrictions or limitations as the
Committee deems appropriate, including by way of illustration but not by way of
limitation, restrictions on transferability, requirement of continued
employment, individual performance, financial performance of the Company or
payment of any applicable employment or withholding taxes.

5.9 PAYMENT OF STOCK APPRECIATION RIGHTS. The amount of payment to which the
Eligible Person who reserves an SAR shall be entitled upon the exercise of each
SAR shall be equal to the amount, if any by which the Fair Market Value of the
specified shares of Stock on the exercise date exceeds the Fair Market Value of
the specified shares of Stock on the date of grant of the SAR. The SAR shall be
paid in either cash or Stock, as determined in the discretion of the Committee
as set forth in the SAR agreement. If the payment is in Stock, the number of
shares to be paid shall be determined by dividing the amount of such payment by
the Fair Market Value of Stock on the exercise date of such SAR.

5.10 EXERCISE ON TERMINATION OF EMPLOYMENT. Unless it is expressly provided
otherwise in the Option or SAR agreement, Options and SAR granted to Employees
shall terminate one day less than three months after severance of employment of
the Employee from the Company and all Affiliates for any reason, with or without
cause, other than death, retirement under the then established rules of the
Company, or severance for disability. Whether authorized leave of absence or
absence on military or government service shall constitute severance of the
employment of the Employee shall be determined by the Committee at that time.

5.11 DEATH. If, before the expiration of an Option or SAR, the Eligible Person,
whether in the employ of the Company or after he has retired or was severed for
disability, or otherwise dies, the Option or SAR shall continue



                                       7
<PAGE>

until the earlier of the Option's or SAR's expiration date or one year following
the date of his death, unless it is expressly provided otherwise in the Option
or SAR agreement. After the death of the Eligible Person, his executors,
administrators or any persons to whom his Option or SAR may be transferred by
will or by the laws of descent and distribution shall have the right, at any
time prior to the Option's or SAR's expiration or termination, whichever is
earlier, to exercise it, to the extent to which he was entitled to exercise it
immediately prior to his death, unless it is expressly provided otherwise in the
Option or SAR's agreement.

5.12 RETIREMENT. Unless it is expressly provided otherwise in the Option
Agreement, before the expiration of an Incentive Option, the Employee shall be
retired in good standing from the employ of the Company under the then
established rules of the Company, the Incentive Option shall terminate on the
earlier of the Option's expiration date or one day less than one year after his
retirement; provided, if an Incentive Option is not exercised within specified
time limits prescribed by the Code, it will become a Nonqualified Option by
operation of law. Unless it is expressly provided otherwise in the Option
Agreement, if before the expiration of a Nonqualified Option, the Employee shall
be retired in good standing from the employ of the Company under the then
established rules of the Company, the Nonqualified Option shall terminate on the
earlier of the Nonqualified Option's expiration date or one day less than one
year after his retirement. In the event of retirement, the Employee shall have
the right prior to the termination of the Nonqualified Option to exercise the
Nonqualified Option, to the extent to which he was entitled to exercise it
immediately prior to his retirement, unless it is expressly provided otherwise
in the Option Agreement. Upon retirement, an SAR shall continue to be
exercisable for the remainder of the term of the SAR agreement.

5.13 DISABILITY. If, before the expiration of an Option or SAR, the Employee
shall be severed from the employ of the Company for disability, the Option or
SAR shall terminate on the earlier of the Option's or SAR's expiration date or
one day less than one year after the date he was severed because of disability,
unless it is expressly provided otherwise in the Option or SAR agreement. In the
event that the Employee shall be severed from the employ of the Company for
disability, the Employee shall have the right prior to the termination of the
Option or SAR to exercise the Option, to the extent to which he was entitled to
exercise it immediately prior to his retirement or severance of employment for
disability, unless it is expressly provided otherwise in the Option Agreement.

5.14 SUBSTITUTION OPTIONS. Options may be granted under this Plan from time to
time in substitution for stock options held by employees of other corporations
who are about to become employees of or affiliated with the Company or any
Affiliate as the result of a merger or consolidation of the employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or any Affiliate of the assets of the employing corporation, or the acquisition
by the Company or any Affiliate of stock of the employing corporation as the
result of which it becomes an Affiliate of the Company. The terms and conditions
of the substitute Options granted may vary from the terms and conditions set out
in this Plan to the extent the Committee, at the time of grant, may deem
appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted.

5.15 RELOAD OPTIONS. Without in any way limiting the authority of the Board of
Directors or Committee to make or not to make grants of Options hereunder, the
Board of Directors or Committee shall have the authority (but not an obligation)
to include as part of any Option Agreement a provision entitling the Eligible
Person to a further Option (a "Reload Option") in the event the Eligible Person
exercises the Option evidenced by the Option Agreement, in whole or in part, by
surrendering other shares of Stock in accordance with this Plan and the terms
and conditions of the Option Agreement. Any such Reload Option (a) shall be for
a number of shares equal to the number of shares surrendered as part or all of
the exercise price of such Option; (b) shall have an expiration date which is
the greater of (i) the same expiration date of the Option the exercise of which
gave rise to such Reload Option or (ii) one year from the date of grant of the
Reload Option; and (c) shall have an exercise price which is equal to one
hundred percent (100%) of the Fair Market Value of the Stock subject to the
Reload Option on the date of exercise of the original Option. Notwithstanding
the foregoing, a Reload Option which is an Incentive Option and which is granted
to a 10% Stockholder, shall have an exercise price which is equal to one hundred
ten percent (110%) of the Fair Market Value of the Stock subject to the Reload
Option on the date of exercise of the original Option and shall have a term
which is no longer than five (5) years.

Any such Reload Option may be an Incentive Option or a Nonqualified Option, as
the Board of Directors or Committee may designate at the time of the grant of
the original Option; provided, however, that the designation of any Reload
Option as an Incentive Option shall be subject to the one hundred thousand
dollar ($100,000) annual limitation on exercisability of Incentive Stock Options
described in the Plan and in Section 422(d) of the Code.



                                       8
<PAGE>

There shall be no Reload Options on a Reload Option. Any such Reload Option
shall be subject to the availability of sufficient shares under Section 4.2
herein and shall be subject to such other terms and conditions as the Board of
Directors or Committee may determine which are not inconsistent with the express
provisions of the Plan regarding the terms of Options.

5.16 NO RIGHTS AS STOCKHOLDER. No Eligible Person shall have any rights as a
stockholder with respect to Stock covered by his Option until the date a stock
certificate is issued for the Stock.

                 ARTICLE VI - RESTRICTED AND OTHER STOCK AWARDS

6.1 STOCK AWARDS. The Committee may issue shares of Stock to an Eligible Person
with or without restriction. If the Committee determines to place restrictions
on the Stock Award, then the Company will execute a Restricted Stock Agreement.
The Stock may be issued for no payment by the Eligible Person or for a payment
below the Fair Market Value on the date of encumbrance and may be subject to
vesting over a period of time as specified in the Restricted Stock Award, and
the other terms and provisions which are included in a Restricted Stock
Agreement. If the shares are to be restricted the Committee shall determine the
period of vesting, the number of shares, the price, if any, of Stock included in
a Restricted Stock Award, and the other terms and provisions which are included
in a Restricted Stock Agreement.

6.2 RESTRICTIONS. Restricted Stock shall be subject to the terms and conditions
as determined by the Committee, including without limitation, any or all of the
following: (a) a prohibition against the sale, transfer, alienation, pledge or
other encumbrance of the shares of Restricted Stock, such prohibition to lapse
at such time or times as the Committee shall determine (whether in annual or
more frequent installments, at the time of the death, disability or retirement
of the holder of such shares, or otherwise); (b) a requirement that the holder
of shares of Restricted Stock forfeit, or in the case of shares sold to an
Eligible Person, resell back to the Company at his cost, all or a part of such
shares in the event of termination of the Eligible Person's employment during
any period in which the shares remain subject to restrictions; (c) a prohibition
against employment of the holder of Restricted Stock by any competitor of the
Company or its Affiliates, or against such holder's dissemination of any secret
or confidential information belonging to the Company or an Affiliate; (d) unless
stated otherwise in the Restricted Stock Agreement, (i) if restrictions remain
at the time of severance of employment with the Company and all Affiliates,
other than for reason of disability or death, the Restricted Stock shall be
forfeited; and (ii) if severance of employment is by reason of disability or
death, the restrictions on the shares shall lapse and the Eligible Person or his
heirs or estate shall be 100% vested in the shares subject to the Restricted
Stock Agreement.

6.3 STOCK CERTIFICATE. Shares of Restricted Stock shall be registered in the
name of the Eligible Person receiving the Restricted Stock Award and deposited,
together with a stock power endorsed in blank, with the Company. Each such
certificate shall bear a legend in substantially the following form: "The
transferability of this certificate and the shares of Stock represented by it is
restricted by and subject to the terms and conditions (including conditions of
forfeiture) contained in the Global Equity Group, Inc. 2001 Equity Incentive
Plan, and an agreement entered into between the registered owner and the
Company., A copy of the Plan and agreement is on file in the office of the
Secretary of the Company."

6.4 RIGHTS AS STOCKHOLDER. Subject to the terms and conditions of the Plan, each
Eligible Person receiving a certificate for Restricted Stock shall have all the
rights of a stockholder with respect to the shares of Stock included in the
Restricted Stock Award during any period in which such shares are subject to
forfeiture and restrictions on transfer, including without limitation, the right
to vote such shares. Dividends paid with respect to shares of Restricted Stock
in cash or property other than Stock in the Company or rights to acquire stock
in the Company shall be paid to the Eligible Person currently. Dividends paid in
Stock in the Company or rights to acquire Stock in the Company shall be added to
and become a part of the Restricted Stock.

6.5 LAPSE OF RESTRICTIONS. At the end of the time period during which any shares
of Restricted Stock are subject to forfeiture and restrictions on sale,
transfer, alienation, pledge, or other encumbrance, such shares shall vest and
will be delivered in a certificate, free of all restrictions, to the Eligible
Person or to the Eligible Person's legal representative, beneficiary of heir;
provided the certificate shall bear such legend, if any, as the Committee
determines is reasonably required by applicable law. By accepting a Stock Award
and executing a Restricted Stock



                                       9
<PAGE>

Agreement, the Eligible Person agrees to remit when due any federal and state
income and employment taxes required to be withheld.

6.6 RESTRICTION PERIOD. No Restricted Stock Award may provide for restrictions
continuing beyond the (10) years from the date of grant.

                     ARTICLE VII - PERFORMANCE STOCK AWARDS

7.1 AWARD OF PERFORMANCE STOCK. The Committee may award shares of Stock, without
any payment for such shares, to designated Eligible Persons if specified
performance goals established by the Committee are satisfied. The terms and
provisions herein relating to these performance based awards are intended to
satisfy Section 162(m) of the Code and regulations issued thereunder. The
designation of an employee eligible for a specific Performance Stock Award shall
be made by the Committee in writing prior to the beginning of the period for
which the performance is measured (or within such period as permitted by IRS
regulations). The Committee shall establish the maximum number of shares of
Stock to be issued to a designated Employee if the performance goal or goals are
met. The Committee reserves the right to make downward adjustments in the
maximum amount of an Award if in its discretion unforeseen events make such
adjustment appropriate.

7.2 PERFORMANCE GOALS. Performance goals determined by the Committee may be
based on specified increases in cash flow, net profits, Stock price, Company,
segment or Affiliate sales, market share, earnings per share, return on assets,
and/or return on stockholders' equity.

7.3 ELIGIBILITY. The employees eligible for Performance Stock Awards are the
senior officers (i.e., chief executive officer, president, vice presidents,
secretary, treasurer, and similar positions) of the Company and its Affiliates,
and such other employees of the Company and its Affiliates as may be designated
by the Committee.

7.4 CERTIFICATE OF PERFORMANCE. The Committee must certify in writing that a
performance goal has been attained prior to issuance of any certificate for a
Performance Stock Award to any Employee. If the Committee certifies the
entitlement of an Employee to the Performance Stock Award, the certificate will
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. However, payment may be made in shares
of Stock, in cash, or partly in cash and partly in shares of Stock, as the
Committee shall decide in its sole discretion. If a cash payment is made in lieu
of shares of Stock, the number of shares represented by such payment shall not
be available for subsequent issuance under this Plan.

                          ARTICLE VIII - ADMINISTRATION

The Plan shall be administered by the Committee. All questions of interpretation
and application of the Plan and Awards shall be subject to the determination of
the Committee. A majority of the members of the Committee shall constitute a
quorum. All determinations of the Committee shall be made by 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. This Plan shall be
administered in such a manner as to permit the Options which are designated to
be Incentive Options to qualify as Incentive Options. In carrying out its
authority under this Plan, the Committee shall have full and final authority and
discretion, including but not limited to the following rights, powers and
authorities, to:

(a) determine the Eligible Persons to whom and the time or times at which
Options or Awards will be made,

(b) determine the number of shares and the purchase price of Stock covered in
each Option or Award, subject to the terms of the Plan,

(c) determine the terms, provisions and conditions of each Option and Award,
which need not be identical,

(d) accelerate the time at which any outstanding Option or SAR may be exercised,
or Restricted Stock Award will vest,



                                       10
<PAGE>

(e) define the effect, if any, on an Option or Award of the death, disability,
retirement, or termination of employment of the Employee,

(f) prescribe, amend and rescind rules and regulations relating to
administration of the Plan, and

(g) make all other determinations and take all other actions deemed necessary,
appropriate, or advisable for the proper administration of this Plan.

The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.

                  ARTICLE IX - AMENDMENT OR TERMINATION OF PLAN

The Board of Directors of the Company may amend, terminate or suspend this Plan
at any time, in its sole and absolute discretion; provided, however, that to the
extent required to qualify this Plan under Rule 16b-3 promulgated under Section
16 of the Securities Exchange Act of 1934, as amended, no amendment that would
(a) materially increase the number of shares of Stock that may be issued under
this Plan, (b) materially modify the requirements as to eligibility for
participation in this Plan, or (c) otherwise materially increase the benefits
accruing to participants under this Plan, shall be made without the approval of
the Company's stockholders; provided further, however, that to the extent
required to maintain the status of any Incentive Option under the Code, no
amendment that would (a) change the aggregate number of shares of Stock which
may be issued under Incentive Options, (b) change the class of employees
eligible to receive Incentive Options, or (c) decrease the Option price for
Incentive Options below the Fair Market Value of the Stock at the time it is
granted, shall be made without the approval of the Company's stockholders.
Subject to the preceding sentence, the Board of Directors shall have the power
to make any changes in the Plan and in the regulations and administrative
provisions under it or in any outstanding Incentive Option as in the opinion of
counsel for the Company may be necessary or appropriate from time to time to
enable any Incentive Option granted under this Plan to continue to qualify as an
incentive stock option or such other stock option as may be defined under the
Code so as to receive preferential federal income tax treatment.

                            ARTICLE X - MISCELLANEOUS

10.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside nor shall
a trust fund of any kind be established to secure the rights of any Eligible
Person under this Plan. All Eligible Persons shall at all times rely solely upon
the general credit of the Company for the payment of any benefit which becomes
payable under this Plan.

10.2 NO EMPLOYMENT OBLIGATION. The granting of any Option or Award shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Affiliate any obligation to employ or continue to employ any
Eligible Person. The right of the Company or any Affiliate to terminate the
employment of any person shall not be diminished or affected by reason of the
fact that an Option or Award has been granted to him.

10.3 FORFEITURE. Notwithstanding any other provisions of this Plan, if the
Committee finds by a majority vote after full consideration of the facts that an
Eligible Person, before or after termination of his employment with the Company
or an Affiliate for any reason (a) committed or engaged in fraud, embezzlement,
theft, commission of a felony, or proven dishonesty in the course of his
employment by the Company or an Affiliate, which conduct damaged the Company or
Affiliate, or disclosed trade secrets of the Company or an Affiliate, or (b)
participated, engaged in or had a material, financial or other interest, whether
as an employee, officer, director, consultant, contractor, stockholder, owner,
or otherwise, in any commercial endeavor in the United States which is
competitive with the business of the Company or an Affiliate without the written
consent of the Company or Affiliate, the Eligible Person shall forfeit all
outstanding Options and all outstanding Awards, and including all exercised
Options and other situations pursuant to which the Company has not yet delivered
a stock certificate. Clause (b) shall not be deemed to have been violated solely
by reason of the Eligible Person's ownership of stock or securities of any
publicly owned corporation, if that ownership does not result in effective
control of the corporation.



                                       11
<PAGE>

The decision of the Committee as to the cause of an Employee's discharge, the
damage done to the Company or an Affiliate, and the extent of an Eligible
Person's competitive activity shall be final. No decision of the Committee,
however, shall affect the finality of the discharge of the Employee by the
Company or an Affiliate in any manner.

10.4 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to deduct
from other compensation payable to each Eligible Person any sums required by
federal, state, or local tax law to be withheld with respect to the grant or
exercise of an Option or SAR, lapse of restrictions on Restricted Stock, or
award of Performance Stock. In the alternative, the Company may require the
Eligible Person (or other person exercising the Option, SAR or receiving the
Stock) to pay the sum directly to the employer corporation. If the Eligible
Person (or other person exercising the Option or SAR or receiving the Stock) is
required to pay the sum directly, payment in cash or by check of such sums for
taxes shall be delivered within 10 days after the date of exercise or lapse of
restrictions. The Company shall have no obligation upon exercise of any Option
or lapse of restrictions on Stock until payment has been received, unless
withholding (or offset against a cash payment) as of or prior to the date of
exercise or lapse of restrictions is sufficient to cover all sums due with
respect to that exercise. The Company and its Affiliates shall not be obligated
to advise an Eligible Person of the existence of the tax or the amount which the
employer corporation will be required to withhold.

10.5 WRITTEN AGREEMENT. Each Option and Award shall be embodied in a written
agreement which shall be subject to the terms and conditions of this Plan and
shall be signed by the Eligible Person and by a member of the Committee on
behalf of the Committee and the Company or an executive officer of the Company,
other than the Eligible Person, on behalf of the Company. The agreement may
contain any other provisions that the Committee in its discretion shall deem
advisable which are not inconsistent with the terms of this Plan.

10.6 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With respect
to administration of this Plan, the Company shall indemnify each present and
future member of the Committee and the Board of Directors against, and each
member of the Committee and the Board of Directors shall be entitled without
further act on his part to indemnity from the Company for, all expenses
(including attorney's fees, the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his being or having been a member of the Committee
and/or the Board of Directors, whether or not he continues to be a member of the
Committee and/or the Board of Directors at the time of incurring the expenses,
including, without limitation, matters as to which he shall be finally adjudged
in any action, suit or proceeding to have been found to have been negligent in
the performance of his duty as a member of the Committee or the Board of
Directors. However, this indemnity shall not include any expenses incurred by
any member of the Committee and/or the Board of Directors in respect of matters
as to which he shall be finally adjudged in any action, suit or proceeding to
have been guilty of gross negligence or willful misconduct in the performance of
his duty as a member of the Committee and the Board of Directors. In addition,
no right of indemnification under this Plan shall be available to or enforceable
by any member of the Committee and the Board of Directors unless, within 60 days
after institution of any action, suit or proceeding, he shall have offered the
Company, in writing, the opportunity to handle and defend same at its own
expense. This right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each member of the Committee and the Board of
Directors and shall be in addition to all other rights to which a member of the
Committee and the Board of Directors may be entitled as a matter of law,
contract, or otherwise.

10.7 GENDER. If the context requires, words of one gender when used in this Plan
shall include the others and words used in the singular or plural shall include
the other.

10.8 HEADINGS. Headings of Articles and Sections are included for convenience of
reference only and do not constitute part of the Plan and shall not be used in
construing the terms of the Plan.

10.9 OTHER COMPENSATION PLANS. The adoption of this Plan shall not affect any
other stock option, incentive or other compensation or benefit plans in effect
for the Company or any Affiliate, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees of
the Company or any Affiliate.



                                       12
<PAGE>

10.10 OTHER OPTIONS OR AWARDS. The grant of an Option or Award shall not confer
upon the Eligible Person the right to receive any future or other Options or
Awards under this Plan, whether or not Options or Awards may be granted to
similarly situated Eligible Persons, or the right to receive future Options or
Awards upon the same terms or conditions as previously granted.

10.11 GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Delaware.



                                       13