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                                   EXHIBIT 4.1

                              M.B.A. HOLDINGS, INC.

                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004

                                    ARTICLE I

                                   DEFINITIONS

As used herein,  terms have the meaning hereinafter set forth unless the context
should clearly indicate the contrary:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Committee" shall mean the Compensation  Committee appointed by the Board to
oversee the administration of this Plan;

(c) "Company" shall mean M.B.A. Holdings, Inc., a Nevada corporation;

(d) "Director" shall mean a member of the Board.

(e)  "Employee"  shall mean any  person,  including  officers,  employed  by the
Company who in the  judgment  of the  Committee  has the  ability to  positively
affect the  profitability  and  economic  well being of the  Company.  Part-time
employees,  independent  contractors,  consultants and advisors  performing bona
fide  services  to the  Company  shall not be deemed  employees  solely  for the
purpose of participation under the Plan.

(f) "Fair  Market  Value"  shall mean the average of the  closing  price for ten
consecutive  trading  days at which the Stock is listed in the NASDAQ  quotation
system ending on the day prior to the date an Option is granted hereunder;

(g) "Grant" means the issuance of an Option  hereunder to an Optionee  entitling
such Optionee to acquire Stock on the terms and  conditions set forth in a Stock
Option  Grant to be entered into with the  Optionee.  "Grant" may also include a
direct grant of stock;

(h)  "Incentive  Stock Option" shall mean a compensatory  Option  provided to an
employee  of the  Company  giving  him or her the right to  purchase  Stock at a
predetermined  price  under a plan that  meets  certain  Internal  Revenue  Code
requirements and involves registered stock;

(i)  "Non-Statutory  Option" shall mean all Options that are not Incentive Stock
Options;

(j) "Option" shall mean the right granted to an Optionee to acquire Stock of the
Company pursuant to the Plan;

(k) "Optionee"  shall mean an Employee of the Company to whom a Grant  hereunder
has been made;

(l) "Plan" shall mean the M.B.A.  Holdings,  Inc.  Employee Stock Incentive Plan
For The Year 2004, the terms of which are herein set forth;

(m)  "Stock"  shall mean the common  stock of the  Company  or, in the event the
outstanding  shares of stock are hereafter  changed into or exchanged for shares
of different stock or securities of the Company or some other corporation,  such
other stock or securities;

(n) "Stock  Option  Grant" shall mean the  agreement  between the Company and an
Optionee under which an Optionee may acquire Stock pursuant to the Plan.

                                   ARTICLE II

                                    THE PLAN

2.1 NAME. The plan shall be known as the " M.B.A. Holdings,  Inc. Employee Stock
Incentive Plan For The Year 2004."

2.2 PURPOSE.  The purpose of the Plan is to advance the business and development
of the Company and its shareholders by affording to the Employees of the Company
the  opportunity  to acquire an equity  interest  in the Company by the grant of
Options to such  persons  under the terms  herein  set  forth.  By doing so, the
Company seeks to motivate, retain and attract highly competent, highly motivated
personnel  whose  judgment,  initiative,  leadership and continued  efforts will
contribute  to the success of the Company.  The Options to be granted  hereunder
are either  "Incentive  Stock Options"  within the meaning of Section 422 of the
Internal  Revenue Code of 1986, as amended,  or  "Non-Statutory  Stock Options."
However,  at no time will the Plan be considered or operate as a "tandem" option
plan or will any Employee be subjected to a tandem option provision.

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2.3 EFFECTIVE  DATE.  The Plan shall become  effective  upon its adoption by the
Board  of  the  Company.   Thereafter,  the  Plan  shall  be  submitted  to  the
shareholders  of the Company for  approval  within 12 months after the date said
Plan is adopted by the Board.

2.4 TERMINATION  DATE. The Plan shall terminate ten (10) years from the date the
Plan is adopted by the Board of the Company and at such time no further  Options
shall be granted under the Plan.  Options  previously granted under the Plan may
be  exercised by the  Optionee in  accordance  with the Stock Option Grant until
such Options terminate as provided in said Stock Option Grant.

                                   ARTICLE III

                                  PARTICIPANTS

Any Employee of the Company, or of any of its wholly owned  subsidiaries,  shall
be eligible to be granted an Option under the Plan.  The  Committee  shall adopt
criteria pursuant to which Options shall be granted.

The Committee may grant Options to any eligible Employee in accordance with such
determinations  as the Committee may, from time to time, in its sole  discretion
make.

                                   ARTICLE IV

                                 ADMINISTRATION

4.1 DUTIES AND POWERS OF THE COMMITTEE.  The Plan shall be  administered  by the
Committee.  Subject to the express  provisions of the Plan, the Committee  shall
have the sole discretion and authority to determine from among eligible  persons
those to whom and the time or times  at which  Options  may be  granted  and the
number of shares of Stock to be subject to each  Option.  Subject to the express
provisions  of the Plan,  the Committee  shall also have  complete  authority to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
related to it and to determine  the details and  provisions of each Stock Option
Grant  and to make  all  other  determinations  necessary  or  advisable  in the
administration of the Plan.

4.2 RECORDS OF PROCEEDINGS.  The Committee shall maintain written minutes of its
actions that shall be maintained among the records of the Company.

4.3  MAJORITY.  A majority of the members of the  Committee  shall  constitute a
quorum and any action  taken by a  majority  present at such  meeting at which a
quorum is present or any action taken  without a meeting  evidenced by a writing
executed  by all members of the  Committee  shall  constitute  the action of the
Committee.

4.4 COMPANY ASSISTANCE.  The Company shall supply full and timely information to
the  Committee  in all matters  relating to eligible  Optionees,  their  status,
death,  retirement,  disability and such other  pertinent facts as the Committee
may require.  The Company  shall  furnish the  Committee  with such clerical and
other assistance as is necessary in the performance of its duties.  All expenses
of the Committee shall be paid by the Company.

4.5 COMPOSITION OF THE COMMITTEE. The Committee shall consist of up to three (3)
individuals  appointed by the Board from among its members.  Appointment  to the
Committee  shall  be for a term of one (1)  year or until  new  individuals  are
appointed to the Committee by the Board.  Any individual  designated and serving
as a member of the Committee shall be entitled to indemnification in relation to
such service by the Company to the fullest extent called for or permitted by the
Bylaws of the Company.

4.6  COMMITTEE  AUTHORITY.  If the  Committee  deems it necessary or in the best
interest  of  the  Company  or  its  shareholders,   the  Committee  may  impose
restrictions  of the  subsequent  transferability  of Stock  issued  pursuant to
Options  to be granted  hereunder.  In the event of the  imposition  of any such
conditions, the Stock of the Company to be issued pursuant to the exercise of an
Option  shall have any such  restrictions  prominently  displayed as a legend on
such certificate.

                                    ARTICLE V

                       SHARES OF STOCK SUBJECT TO THE PLAN

5.1 LIMITATION.  Subject to adjustment pursuant to the provisions of Section 5.3
hereof,  the  number of shares of Stock  that may be issued  and sold  hereunder
shall not exceed  18,000,000  shares.  The  Company  shall  take such  action as
necessary to reserve the aforesaid number of shares for issuance pursuant to the
Plan.

5.2 OPTIONS  GRANTED  UNDER THE PLAN.  Shares of stock with  respect to which an
Option is  granted  hereunder,  but which  lapses  prior to  exercise,  shall be
considered  available  for  grant  hereunder.   Therefore,  if  Options  granted
hereunder  shall  terminate for any reason without being wholly  exercised,  new
Options  may be granted  hereunder  covering  the number of shares to which such
terminated Options related.
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5.3  ANTI-DILUTION.  In the event the Stock  subject  to  Options  hereunder  is
changed  into or  exchanged  for a  different  number  or kind of stock or other
securities  of the  Company  or of  another  organization  by reason of  merger,
consolidation   or    reorganization,    re-capitalization,    reclassification,
combination of shares, stock split or stock dividend;

(a) The  aggregate  number of shares of Stock  subject  to  Options  that may be
granted hereunder shall be adjusted appropriately;

(b) Rights under outstanding Options granted hereunder, both as to the number of
subject shares and the Option price, shall be adjusted appropriately;

(c)  Where   dissolution  or  liquidation  of  the  Company  or  any  merger  or
consolidation  in which the Company is not a surviving  corporation is involved,
each  outstanding  Option shall  terminate and the Optionee  holding such Option
shall have the right immediately prior to such dissolution,  liquidation, merger
or combination  to exercise his Option,  in whole or in part, to the extent that
it shall not have been  exercised  without  regard to any  installment  exercise
provision.

The manner of application of the foregoing  provision shall be determined solely
by the  Committee and any such  adjustment  may provide for the  elimination  of
fractional share interests.

                                   ARTICLE VI

                                OPTION PROVISIONS

6.1 OPTIONS.  Each Option granted  hereunder  shall be evidenced by minutes of a
meeting of or the written consent of the Committee and by a written Stock Option
Grant  dated as of the date of Grant and  executed by the  Company,  which Grant
shall set forth such terms and  conditions as may be determined by the Committee
consistent with the Plan.

6.2 PARTICIPATION, LIMITATIONS.

(a) Options  qualifying as "Incentive  Stock  Options"  under Section 422 of the
Internal Revenue Code, as amended, may be granted from time to time to Employees
of the Company to purchase shares of the Company's Stock.

(b) Options  defined as  "Non-Statutory  Stock Options" which do not satisfy the
requisites of Section 422 of the Internal Revenue Code, as amended,  may also be
granted under this Plan.

6.3  OPTION  PRICE.  The per share  Option  price for the stock  subject to each
Option shall be determined by the  Committee,  but the per share  exercise price
shall not be less than the 85 percent of the Fair  Market  Value of the Stock on
the date the Option is granted.

6.4 OPTION PERIOD. Each Option granted hereunder must be granted within ten (10)
years from the effective  date of the Plan.  The period for the exercise of each
Option  shall be  determined  by the  Committee,  but in no instance  shall such
period exceed ten (10) years from the date of Grant of the Option. The Committee
may  prescribe  such period after the grant of an Option that must expire before
such Option may be exercised as it deems appropriate.

6.5 OPTION EXERCISE.

(a) Options granted hereunder may not be exercised until and unless the Optionee
shall  meet  the  conditions  precedent  established  by the  Committee  for the
Employees.

(b) Options may be exercised by Employees  for whole shares only.  Optionees may
exercise their Option in whole at any time, or in part from time to time in each
year on a cumulative basis with any portion not exercised to be carried over for
exercise in subsequent  years.  Options shall be exercised by written  notice of
intent to  exercise  the Option  with  respect to a  specified  number of shares
delivered  to the  Company at its  principal  office and  payment in full to the
Company  at said  office of the  amount of the  Option  price for the  number of
shares with respect to which the Option(s) are then being exercised.

(c) No Option may be exercised by any Optionee unless a registration  statement,
such as form S-8,  covering  the Stock  subject  thereto has been filed with and
declared effective by the Securities and Exchange  Commission and an appropriate
registration or exemption  therefrom,  is in effect or available in the state of
residence of the exercising Optionee.

(d) No person to whom  Incentive  Stock  Options  are  granted  hereunder  shall
receive Options,  first exercisable  during any single calendar year, for Stock,
the  fair  market  value of which  (determined  at the time of the  grant of the
Options)  exceeds  $100,000 or such other  amount as is Stated in Section 422 of
the Internal Revenue Code, as amended.
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6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right relative thereto shall
be transferred  by an Optionee  otherwise than by will or by the laws of descent
and distribution or by written permission of the Committee.  During the lifetime
of an Optionee, the Option shall be exercisable only by him or her.

6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT.

(a) If the Employee's relationship with the Company shall be terminated, with or
without cause, or by the act of the Employee,  the Optionee's  right to exercise
such Incentive  Stock Options shall  terminate and all rights  thereunder  shall
cease  thirty  (30) days after the date on which such  person's  association  is
terminated.  Provided  however,  that  if  the  Optionee  shall  die  or  become
permanently  and  totally  disabled  while  employed by the  Company,  as solely
determined by the Committee in accordance with its policies,  then either his or
her  personal  representatives  or a  transferee  under the  Optionee's  will or
pursuant to the laws of descent and  distribution,  or the disabled Optionee may
exercise  the  Incentive  Stock  Options in full six (6) months from the date of
such death or disability.  In the case of an Optionee's retirement in accordance
with the Company's  established  retirement policy, such Incentive Stock Options
shall remain  exercisable  by the Optionee for three (3) months from the date of
such retirement.

(b) The exercise schedule for Non-Statutory Stock Options following termination,
death or total and permanent  disablement  of the Optionee will be determined by
the Committee at the time of Grant.

(c) No transfer of an Option by the  Optionee by will or the laws of descent and
distribution  shall be  effective to bind the Company  unless the Company  shall
have been furnished with a written notice thereof and an  authenticated  copy of
the will  and/or such other  evidence as the  Committee  may deem  necessary  to
establish the validity of the transfer and the  acceptance by the  transferee or
transferees of the terms and conditions of such Option.

6.8 RIGHTS AS A SHAREHOLDER/VESTING OF OPTIONS.

(a) An  Optionee  or a  transferee  of an  Option  shall  have  no  rights  as a
shareholder of the Company with respect to any shares subject to any unexercised
Options.

(b)  Incentive  Stock  Options are  exercisable  once vested.  Unless  otherwise
established  in writing  by the  Committee,  the  vesting  schedule  shall be as
follows:  Twenty percent (20%) of the shares  issuable under the Incentive Stock
Options shall vest six months from date of Grant  provided that the Optionee has
remained  an  Employee  of the Company for not less than six months from date of
Grant,  twenty percent (20%) of the shares  issuable  under the Incentive  Stock
Options  shall  vest one year  from date of Grant  provided  that  Optionee  has
remained  an Employee of the Company for not less than one year from the date of
Grant,  and the remaining  sixty percent (60%) of the shares  issuable under the
Incentive  Stock Options shall vest at the rate of twenty percent (20%) per year
on the second,  third and fourth  anniversary of the date of Grant provided that
Optionee has remained an Employee of the Company for the entire vesting  period.
Otherwise the options shall lapse.

(c)  Non-Statutory  Stock  Options  are  exercisable  once  vested.  The vesting
schedule for  Non-Statutory  Stock  Options will be  determined by the Committee
when granted.

6.9  REQUIRED  FILINGS.  Exercise of each Stock Option is  conditioned  upon the
agreement of the Employee to the terms and  conditions  of this Plan and of such
Stock Option as evidenced by the  Employee's  execution and delivery of a Notice
and  Agreement of Exercise in the form to be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of the Employee that (a) no Option Shares will be sold or otherwise  distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any other  applicable  federal or state  securities  laws, (b) each Option Share
certificate  may be imprinted  with legends  reflecting  applicable  federal and
state securities laws  restrictions  and conditions,  (c) the Company may comply
with said securities law restrictions and issue "Stop Transfer"  instructions to
its Transfer  Agent and Registrar  without  liability,  (d) if the Employee is a
Section 16 Reporting Person,  the Employee will furnish to the Company a copy of
each Form 4 or Form 5 filed by said  Employee  and will  timely file all reports
required  under federal  securities  laws,  and (e) the Employee will report all
sales of Option  Shares to the  Company in writing on a form  prescribed  by the
Company.

                                   ARTICLE VII

                               STOCK CERTIFICATES

The Company shall not be required to issue or deliver any certificate for shares
of Stock  purchased  upon the exercise of any Option granted  hereunder,  or any
portion  thereof,  prior to the obtaining of any approval or clearance  from any
federal or state  governmental  agency which the  Committee  shall,  in its sole
discretion, determine to be necessary or advisable.
<PAGE>

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                                  ARTICLE VIII

               TERMINATION, AMENDMENT, OR MODIFICATION OF THE PLAN

The Board may at any time, upon recommendation of the Committee,  terminate, and
may at any time and from time to time and in any  respect  amend or  modify  the
terms of the Options  granted under the Plan. If the Plan has been  submitted to
and approved by the shareholders of the Company,  no such action by the Board or
the Committee may be taken without  approval of the majority of the shareholders
of the Company which:  (a) increases the total number of shares of Stock subject
to the Plan,  except as  contemplated  in Section  5.3  hereof;  (b) changes the
manner of determining the Option price; or (c) withdraws the  administration  of
the Plan from the Committee.

                                   ARTICLE IX

                                   EMPLOYMENT

9.1  EMPLOYMENT.  Nothing in the Plan or any Option granted  hereunder or in any
Stock Option Grant shall confer upon an Employee  receiving such Option or Stock
Option Grant the status as an Employee of the Company.  Further,  nothing in the
Plan or any Option granted  hereunder shall in any manner create in any Optionee
the right to continue their  relationship  with the Company or create any vested
interest in such relationship, including employment.

9.2 OTHER  COMPENSATION  PLANS.  The  adoption  of the Plan shall not affect any
other stock  option,  incentive,  or other  compensation  plan in effect for the
Company or any of its  subsidiaries,  nor shall the Plan preclude the Company or
any subsidiary  thereof from  establishing any other forms of incentive or other
compensation  for  employees or  non-employee  Directors of the Company,  or any
subsidiary thereof.

9.3 PLAN EFFECT.  The Plan shall be binding upon the  successors  and assigns of
the Company.

9.4 TENSE. When used herein nouns in the singular shall include the plural.

9.5  HEADINGS OF  SECTIONS  ARE NOT PART OF THE PLAN.  Headings of articles  and
sections  hereof are inserted for  convenience  and reference and  constitute no
part of the Plan.


IN WITNESS WHEREOF, this Plan has been executed effective as of April 7, 2004.


                          M.B.A.   Holdings, Inc.




                          By  /s/  Gaylen M. Brotherson
                              Gaylen M. Brotherson, Chief Executive Officer