Exhibit 4.1


                              INVICTA GROUP INC.

          FISCAL 2005 AMENDED AND RESTATED EQUITY COMPENSATION PLAN.

INVICTA GROUP INC., a Nevada corporation (the "Company"), this 6 th day of
October, 2005, hereby adopts Fiscal 2005 Amended and Restated Equity
Compensation Plan (the "Plan"), originally adopted on January 7, 2005. Under
the Plan, the Company may issue shares of the Company's common stock or grant
options to acquire the Company's common stock, par value $0.0001 (the
"Stock"), from time to time to consultants or advisors of the Company or its
subsidiaries, all on the terms and conditions set forth herein. In addition,
at the discretion of the Board of Directors, Shares may from time to time be
granted under this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and
advisors, and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction.

1.         Purpose of the Plan .

The Plan is intended to aid the Company in rewarding those individuals who
have contributed to the success of the Company. The Company has designed this
Plan to permit the Company to reward those individuals who are not employees
of the Company but who management perceives to have contributed to the
success of the Company or who are important to the continued business and
operations of the Company. The above goals will be achieved through the
granting of Shares.

2.         Administration of this Plan .

Administration of this Plan shall be determined by the Company's Board of
Directors (the "Board"). Subject to compliance with applicable provisions of
the governing law, the Board may delegate administration of this Plan or
specific administrative duties with respect to this Plan on such terms and to
such committees of the Board as it deems proper (hereinafter the Board or its
authorized committee shall be referred to as "Plan Administrators"). The
interpretation and construction of the terms of this Plan by the Plan
Administrators thereof shall be final and binding on all participants in this
Plan absent a showing of demonstrable error. No member of the Plan
Administrators shall be liable for any action taken or determination made in
good faith with respect to this Plan. Any shares approved by a majority vote
of those Plan Administrators attending a duly and properly held meeting shall
be valid. Any shares approved by the Plan Administrators shall be approved as
specified by the Board at the time of delegation.

3.         Shares of Stock Subject to this Plan .

The total number of shares issues pursuant to this Plan shall not exceed
200,000,000 shares. If any right to acquire Stock granted under this Plan is
exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (meaning the shares
of stock issued less the shares of Stock surrendered) shall count against the
total number of shares reserved for issuance under the terms of this Plan.

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4.         Reservation of Stock on Granting of Rights .

At the time any right is granted under the terms of this Plan, the Company
will reserve for issuance the number of shares of Stock subject to such right
until that right is exercised or expires. The Company may reserve either
authorized but unissued shares or issued shares reacquired by the Company.

5.         Eligibility .

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

6.        Terms of Grants and Certain Limitations on Right to Exercise .

a. Each right to shares may have its terms established by the Plan
Administrators at the time the right is granted.

b. The terms of the right, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of the
grant.

c. Unless otherwise specifically provided by the written provisions of the
grant or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no participant
of this Plan or his or her legal representative, legatee, or distributee will
be, or shall be deemed to be, a holder of any shares subject to any right
unless and until such participant exercises his or her right to acquire all
or a portion of the Stock subject to the right and delivers any required
consideration to the Company in accordance with the terms of this Plan and
then only as to the number of shares of Stock acquired. Except as
specifically provided in this Plan or as otherwise specifically provided by
the written provisions of any grant, no adjustment to the exercise price or
the number of shares of Stock subject to the grant shall be made for
dividends or other rights for which the record date is prior to the date on
which the Stock subject to the grant is acquired by the holder.

d. Rights shall vest and become exercisable at such time or times and on such
terms as the Plan Administrators may determine at the time of the grant of
the right.

e. Grants may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the grant as the Plan
Administrators may deem advisable.

f. In no event may a grant be exercised after the expiration of its term.

g. Grants shall be non-transferable, except by the laws of descent and
distribution.

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7.         Exercise Price .

The Plan Administrators shall establish the exercise price payable to the
Company for shares to be obtained pursuant to any purchase options which
exercise price may be amended from time to time as the Plan Administrators
shall determine.

8.         Payment of Exercise Price .

The exercise of any option shall be contingent on receipt by the Company of
the exercise price paid in either cash, certified or personal check payable
to the Company.

9.         Dilution or Other Adjustment .

The shares of Common Stock subject to this Plan and the exercise price of
outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split,
consolidation, or other re-capitalization. The Company, at its option, may
adjust the grants and rights made hereunder, issue replacements, or declare
grants void.

10.        Options to Foreign Nationals .

The Plan Administrators may, in order to fulfill the purpose of this Plan and
without amending this Plan, grant Options to foreign nationals or individuals
residing in foreign countries that contain provisions, restrictions, and
limitations different from those set forth in this Plan and the Options made
to United States residents in order to recognize differences among the
countries in law, tax policy, and custom. Such grants shall be made in an
attempt to give such individuals essentially the same benefits as
contemplated by a grant to United States residents under the terms of this
Plan.

11.       Listing and Registration of Shares .

Each grant shall be subject to the requirement that if at any time the Plan
Administrators shall determine, in their sole discretion, that it is
necessary or desirable to list, register, or qualify the shares covered
thereby on any securities exchange or under any state or federal law, or
obtain the consent or approval of any governmental agency or regulatory body
as a condition of, or in connection with, the granting of such rights or the
issuance or purchase of shares thereunder, such right may not be exercised in
whole or in part unless and until such listing, registration, consent, or
approval shall have been effected or obtained free of any conditions not
acceptable to the Plan Administrators.

12.       Expiration and Termination of this Plan .

This Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any rights then outstanding under this
Plan. This Plan shall otherwise terminate on the earlier of the date that is
five years from the date first appearing in this Plan or the date on which
the 200,000,000 th share is issued hereunder.

13.       Amendment of this Plan .

This Plan may not be amended more than once during any six month period,
other than to comport with changes in the Code or the Employee Retirement
Income Security Act or the rules and regulations promulgated thereunder. The
Plan Administrators may modify and amend this Plan in any

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respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of
the Code governing incentive stock options as they may be amended from time
to time, such amendment or modification shall also be approved by the
shareholders of the Company.


ATTEST:


/s/ William G. Forhan
William G. Forhan
President, Co-Chairman and CEO

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