EXHIBIT 4.1

                       LIVESTAR ENTERTAINMENT GROUP, INC.
                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2003

         1. General Provisions.

         1.1  Purpose.  This Stock  Incentive  Plan (the  "Plan") is intended to
allow designated officers and employees (all of whom are sometimes  collectively
referred to herein as the  "Employees,"  or  individually  as the "Employee") of
Livestar Entertainment Group, Inc., a Nevada corporation (the "Company") and its
Subsidiaries  (as that term is defined  below)  which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company, par value $0.0001 per share (the "Common Stock"), and to receive grants
of the Common Stock subject to certain  restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan is to provide the Employees with equity-based  compensation  incentives who
make  significant and  extraordinary  contributions  to the long-term growth and
performance of the Company, and to attract and retain the Employees.

         1.2 Administration.

         1.2.1 The Plan shall be administered by the Compensation Committee (the
"Committee")  of, or  appointed  by, the Board of  Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act by vote of a  majority  of a quorum,  or by  unanimous  written  consent.  A
majority  of its members  shall  constitute  a quorum.  The  Committee  shall be
governed by the provisions of the Company's  Bylaws and of Nevada law applicable
to the Board, except as otherwise provided herein or determined by the Board.

         1.2.2 The  Committee  shall have full and  complete  authority,  in its
discretion,  but subject to the express  provisions  of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b) to  determine  the number of Awards or Stock  Options to be
granted to an Employee;  (c) to  determine  the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d) to  remove  or  adjust  any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time of grant,  provisions  relating to  exercisability  of Stock Options and to
accelerate or otherwise modify the exercisability of any Stock Options;  and (f)
to adopt such rules and regulations and to make all other determinations  deemed
necessary or desirable for the administration of this Plan. All  interpretations
and  constructions  of  this  Plan  by the  Committee,  and  all of its  actions
hereunder, shall be binding and conclusive on all persons for all purposes.

         1.2.3 The Company  hereby  agrees to indemnify  and hold  harmless each
Committee  member and each Employee,  and the estate and heirs of such Committee
member or  Employee,  against  all  claims,  liabilities,  expenses,  penalties,
damages or other pecuniary  losses,  including legal fees,  which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as a  result  of his
responsibilities,  obligations  or duties in  connection  with this Plan, to the
extent that  insurance,  if any,  does not cover the  payment of such items.  No
member  of the  Committee  or the  Board  shall  be  liable  for any  action  or
determination made in good faith with respect to this Plan or any Award or Stock
Option granted pursuant to this Plan.

         1.3 Eligibility and  Participation.  The Employees  eligible under this
Plan shall be approved by the Committee from those Employees who, in the opinion
of the  management  of the Company,  are in positions  which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to whom Award or Stock  Options  may be
granted,  consideration  shall be given to factors such as employment  position,
duties and responsibilities,  ability, productivity,  length of service, morale,
interest in the Company and recommendations of supervisors.

         1.4 Shares  Subject to this Plan.  The maximum  number of shares of the
Common  Stock  that may be  issued  pursuant  to this Plan  shall be  30,000,000
subject to adjustment  pursuant to the provisions of Paragraph 4.1. If shares of
the Common Stock awarded or issued under this Plan are reacquired by the Company
due to a forfeiture or for any other reason,  such shares shall be cancelled and



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thereafter shall again be available for purposes of this Plan. If a Stock Option
expires, terminates or is cancelled for any reason without having been exercised
in full, the shares of the Common Stock not purchased  thereunder shall again be
available for purposes of this Plan.

         2. Provisions Relating to Stock Options.

         2.1 Grants of Stock  Options.  The Committee may grant Stock Options in
such amounts, at such times, and to the Employees nominated by the management of
the Company as the Committee,  in its discretion,  may determine.  Stock Options
granted under this Plan shall  constitute  "incentive  stock options" within the
meaning of Section 422 of the Code,  if so  designated  by the  Committee on the
date of grant.  The  Committee  shall also have the  discretion  to grant  Stock
Options which do not  constitute  incentive  stock  options,  and any such Stock
Options shall be designated  non-statutory stock options by the Committee on the
date of grant.  The aggregate  Fair Market Value  (determined  as of the time an
incentive  stock  option is granted) of the Common  Stock with  respect to which
incentive  stock  options  are  exercisable  for the first time by any  Employee
during any one  calendar  year (under all plans of the Company and any parent or
subsidiary  of the Company) may not exceed the maximum  amount  permitted  under
Section 422 of the Code (currently,  $100,000.00).  Non-statutory  stock options
shall not be subject to the  limitations  relating to  incentive  stock  options
contained in the preceding  sentence.  Each Stock Option shall be evidenced by a
written agreement (the "Option  Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock Option is granted,  and which shall be subject to the terms and conditions
of this Plan.  In the  discretion  of the  Committee,  Stock Options may include
provisions  (which need not be  uniform),  authorized  by the  Committee  in its
discretion,  that  accelerate  an  Employee's  rights to exercise  Stock Options
following a "Change in Control," upon  termination of the Employee's  employment
by the Company  without  "Cause" or by the Employee  for "Good  Reason," as such
terms are defined in  Paragraph  3.1 hereof.  The holder of a Stock Option shall
not be entitled to the  privileges  of stock  ownership  as to any shares of the
Common Stock not actually issued to such holder.

         2.2 Purchase Price. The purchase price (the "Exercise Price") of shares
of the Common Stock subject to each Stock Option (the "Option Shares") shall not
be less than 85 percent of the Fair Market Value of the Common Stock on the date
of exercise. For an Employee holding greater than 10 percent of the total voting
power of all stock of the  Company,  either  Common or  Preferred,  the Exercise
Price of an  incentive  stock  option  shall be at least 110 percent of the Fair
Market Value of the Common Stock on the date of the grant of the option. As used
herein,  "Fair  Market  Value"  means the mean  between  the  highest and lowest
reported  sales  prices  of the  Common  Stock  on the New York  Stock  Exchange
Composite  Tape or,  if not  listed  on such  exchange,  on any  other  national
securities  exchange on which the Common  Stock is listed or on The Nasdaq Stock
Market,  or, if not so listed on any other national  securities  exchange or The
Nasdaq  Stock  Market,  then the  average of the bid price of the  Common  Stock
during  the  last  five  trading  days on the  OTC  Bulletin  Board  immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value is to be  determined.  If the  Common  Stock is not then  publicly
traded,  then the Fair Market  Value of the Common Stock shall be the book value
of the  Company  per  share  as  determined  on the  last  day of  March,  June,
September, or December in any year closest to the date when the determination is
to be made.  For the purpose of  determining  book value  hereunder,  book value
shall be  determined by adding as of the  applicable  date called for herein the
capital,  surplus,  and  undivided  profits  of the  Company,  and after  having
deducted any reserves theretofore  established;  the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and the quotient thus obtained  shall  represent the book value of each share of
the Common Stock of the Company.

         2.3 Option Period.  The Stock Option period (the "Term") shall commence
on the date of grant of the Stock  Option and shall be 10 years or such  shorter
period as is determined by the  Committee.  Each Stock Option shall provide that
it is exercisable  over its term in such periodic  installments as the Committee
may determine,  subject to the provisions of Paragraph  2.4.1.  Section 16(b) of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") exempts
persons normally  subject to the reporting  requirements of Section 16(a) of the
Exchange  Act (the  "Section  16  Reporting  Persons")  pursuant  to a qualified
employee  stock option plan from the normal  requirement of not selling until at
least six months and one day from the date the Stock Option is granted.



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         2.4 Exercise of Options.

         2.4.1 Each Stock  Option may be  exercised in whole or in part (but not
as to fractional  shares) by delivering it for surrender or  endorsement  to the
Company,  attention of the Corporate  Secretary,  at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made (a) in cash,  (b) by  cashier's  or  certified  check,  (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from the Option  Shares which would  otherwise be issuable  upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by the  Committee  in its
discretion,  or (e) in the discretion of the  Committee,  by the delivery to the
Company of the optionee's promissory note secured by the Option Shares,  bearing
interest at a rate  sufficient  to prevent  the  imputation  of  interest  under
Sections 483 or 1274 of the Code,  and having such other terms and conditions as
may be  satisfactory  to  the  Committee.  Subject  to the  provisions  of  this
Paragraph 2.4 and  Paragraph  2.5, the Employee has the right to exercise his or
her Stock  Options at the rate of at least 20% per year over five years from the
date the Stock Option is granted.

         2.4.2 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 a 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 any applicable federal and
state  securities law  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.

         2.4.3 No Stock  Option  shall  be  exercisable  unless  and  until  any
applicable  registration  or  qualification  requirements  of federal  and state
securities  laws,  and all other legal  requirements,  have been fully  complied
with. The Company will use reasonable efforts to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act for the  issuance  of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will be  currently  effective.  The  exercise  of Stock
Options may be  temporarily  suspended  without  liability to the Company during
times when no such  Registration  Statement  is currently  effective,  or during
times when,  in the  reasonable  opinion of the  Committee,  such  suspension is
necessary  to  preclude  violation  of any  requirements  of  applicable  law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then if exercise of such Stock Option is duly  tendered  before its  expiration,
such Stock Option  shall be  exercisable  and  exercised  (unless the  attempted
exercise is withdrawn) as of the first day after the end of such suspension. The
Company  shall have no obligation to file any  Registration  Statement  covering
resales of Option Shares.

         2.5 Continuous  Employment.  Except as provided in Paragraph 2.7 below,
an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For purposes of this  Paragraph  2.5, the period of continuous  employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with the consent of the Company,  provided  that such leave of absence shall not
exceed three  months and that the Employee  returns to the employ of the Company
at the  expiration of such leave of absence.  If the Employee fails to return to
the  employ of the  Company at the  expiration  of such  leave of  absence,  the
Employee's employment with the Company shall be deemed terminated as of the date
such leave of absence commenced.  The continuous  employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is a member of the Armed Forces of the United States, provided that the Employee
returns to the employ of the Company  within 90 days (or such  longer  period as
may be prescribed by law) from the date the Employee first becomes entitled to a
discharge from military service. If an Employee does not return to the employ of
the Company  within 90 days (or such longer  period as may be prescribed by law)
from the date the Employee  first becomes  entitled to a discharge from military


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service,  the  Employee's  employment  with the Company  shall be deemed to have
terminated as of the date the Employee's military service ended.

         2.6 Restrictions on Transfer. Each Stock Option granted under this Plan
shall be transferable only by will or the laws of descent and  distribution.  No
interest  of any  Employee  under  this Plan  shall be  subject  to  attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by the  Employee  or by the
Employee's legal representative.

         2.7 Termination of Employment.

         2.7.1 Upon an  Employee's  Retirement,  Disability  (both  terms  being
defined  below) or death,  (a) all Stock  Options to the extent  then  presently
exercisable shall remain in full force and effect and may be exercised  pursuant
to the provisions  thereof,  and (b) unless otherwise provided by the Committee,
all Stock Options to the extent not then  presently  exercisable by the Employee
shall  terminate as of the date of such  termination of employment and shall not
be exercisable thereafter. Unless employment is terminated for cause, as defined
by  applicable  law,  the  right to  exercise  in the  event of  termination  of
employment,  to the extent that the optionee is entitled to exercise on the date
the employment terminates as follows:

                  (i) At  least  6  months  from  the  date  of  termination  if
termination was caused by death or disability.

                  (ii) At  least  30  days  from  the  date  of  termination  if
termination was caused by other than death or disability.

         2.7.2 Upon the  termination  of the  employment  of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options to the extent then  presently  exercisable  by the Employee shall remain
exercisable  only for a period of 90 days after the date of such  termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee shall die during such 90 day period),  and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at the end of the  fixed  term
thereof,  and (b) unless otherwise provided by the Committee,  all Stock Options
to the extent not then presently  exercisable by the Employee shall terminate as
of the date of such  termination  of  employment  and shall  not be  exercisable
thereafter.

         2.7.3 For purposes of this Plan:

                  (a) "Retirement" shall mean an Employee's  retirement from the
employ of the Company on or after the date on which the Employee attains the age
of 65 years; and

                  (b) "Disability" shall mean total and permanent  incapacity of
an  Employee,   due  to  physical   impairment  or  legally  established  mental
incompetence,  to perform the usual duties of the Employee's employment with the
Company,  which  disability  shall be  determined  (i) on medical  evidence by a
licensed  physician  designated by the  Committee,  or (ii) on evidence that the
Employee has become entitled to receive primary benefits as a disabled  employee
under the Social Security Act in effect on the date of such disability.

         3. Provisions Relating to Awards.

         3.1 Grant of  Awards.  Subject  to the  provisions  of this  Plan,  the
Committee shall have full and complete authority, in its discretion, but subject
to the express  provisions  of this Plan,  to (1) grant Awards  pursuant to this
Plan,  (2)  determine  the number of shares of the Common Stock  subject to each
Award (the "Award Shares"),  (3) determine the terms and conditions  (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the  Employee  for such the  Common  Stock,  which  may,  in the  Committee's
discretion,  consist of the delivery of the Employee's  promissory  note meeting
the  requirements  of Paragraph  2.4.1,  (4)  establish  and modify  performance
criteria  for  Awards,  and (5)  make  all of the  determinations  necessary  or
advisable  with  respect to Awards  under this Plan.  Each Award under this Plan


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shall  consist of a grant of shares of the Common Stock subject to a restriction
period  (after  which the  restrictions  shall  lapse),  which shall be a period
commencing  on the date the  Award is  granted  and  ending  on such date as the
Committee shall determine (the "Restriction  Period"). The Committee may provide
for the lapse of restrictions in installments,  for acceleration of the lapse of
restrictions upon the satisfaction of such performance or other criteria or upon
the  occurrence of such events as the  Committee  shall  determine,  and for the
early expiration of the Restriction Period upon an Employee's death,  Disability
or Retirement as defined in Paragraph  2.7.3, or, following a Change of Control,
upon  termination of an Employee's  employment by the Company without "Cause" or
by the  Employee  for "Good  Reason,"  as those terms are  defined  herein.  For
purposes of this Plan:

         "Change  of  Control"  shall be  deemed  to  occur  (a) on the date the
Company  first has  actual  knowledge  that any  person (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner
(as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly,  of
securities of the Company representing 40 percent or more of the combined voting
power  of the  Company's  then  outstanding  securities,  or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in which the Company is not the surviving  corporation or in
which the  Company  survives  as a  subsidiary  of another  corporation,  (ii) a
consolidation  of the Company with any other  corporation,  or (iii) the sale or
disposition  of all or  substantially  all of the Company's  assets or a plan of
complete liquidation.

         "Cause," when used with  reference to  termination of the employment of
an Employee by the Company for "Cause," shall mean:

                  (a) The Employee's  continuing  willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the  Company  specifying  the manner in which he has  willfully  and  materially
breached such duties,  other than any such failure  resulting from Disability of
the Employee or his resignation for "Good Reason," as defined herein; or

                  (b) The conviction of the Employee of a felony; or

                  (c) The  Employee's  commission  of fraud in the course of his
employment  with  the  Company,  such as  embezzlement  or  other  material  and
intentional violation of law against the Company; or

                  (d) The Employee's gross  misconduct  causing material harm to
the Company.

         "Good  Reason" shall mean any one or more of the  following,  occurring
following or in connection  with a Change of Control and within 90 days prior to
the Employee's resignation,  unless the Employee shall have consented thereto in
writing:

                  (a) The assignment to the Employee of duties inconsistent with
his executive  status prior to the Change of Control or a substantive  change in
the officer or officers to whom he reports  from the officer or officers to whom
he reported immediately prior to the Change of Control; or

                  (b) The  elimination  or  reassignment  of a  majority  of the
duties and responsibilities that were assigned to the Employee immediately prior
to the Change of Control; or

                  (c) A reduction by the Company in the  Employee's  annual base
salary as in effect immediately prior to the Change of Control; or

                  (d) The Company  requiring  the Employee to be based  anywhere
outside a 35-mile radius from his place of employment  immediately  prior to the
Change of Control,  except for required  travel on the Company's  business to an
extent substantially  consistent with the Employee's business travel obligations
immediately prior to the Change of Control; or

                  (e) The  failure  of the  Company  to  grant  the  Employee  a
performance  bonus  reasonably  equivalent to the same  percentage of salary the
Employee  normally  received  prior to the Change of Control,  given  comparable
performance by the Company and the Employee; or


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                  (f) The  failure  of the  Company  to  obtain  a  satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.13  of this  Plan)  from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.

         3.2 Incentive  Agreements.  Each Award granted under this Plan shall be
evidenced by a written  agreement (an "Incentive  Agreement") in a form approved
by the  Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to the  terms  and
conditions of this Plan and other such terms and conditions as the Committee may
specify.

         3.3 Amendment,  Modification and Waiver of Restrictions.  The Committee
may  modify or amend  any Award  under  this Plan or waive any  restrictions  or
conditions  applicable to the Award;  provided,  however, that the Committee may
not  undertake  any such  modifications,  amendments  or  waivers  if the effect
thereof materially increases the benefits to any Employee,  or adversely affects
the rights of any Employee without his consent.

         3.4 Terms and Conditions of Awards.  Upon receipt of an Award of shares
of the Common  Stock under this Plan,  even during the  Restriction  Period,  an
Employee  shall be the  holder of record of the  shares  and shall  have all the
rights of a  stockholder  with respect to such shares,  subject to the terms and
conditions of this Plan and the Award.

         3.4.1 Except as otherwise  provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to this Plan  shall be sold,  exchanged,
transferred,   pledged,   hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares. Any purported  disposition of such
the Common Stock in violation of this Paragraph 3.4 shall be null and void.

         3.4.2 If an Employee's  employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of the Award with respect to the Employee's death, Disability or Retirement,  or
Change of Control,  all shares of the Common Stock subject to the Award shall be
immediately  forfeited by the Employee and  reacquired  by the Company,  and the
Employee  shall  have no  further  rights  with  respect  to the  Award.  In the
discretion of the Committee,  an Incentive  Agreement may provide that, upon the
forfeiture  by an  Employee  of Award  Shares,  the  Company  shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on the grant of the Award.  In the  discretion  of the  Committee,  an Incentive
Agreement may also provide that such repayment  shall include an interest factor
on such  consideration  from the date of the  grant of the  Award to the date of
such repayment.

         3.4.3 The Committee  may require under such terms and  conditions as it
deems  appropriate or desirable that (a) the  certificates  for the Common Stock
delivered  under this Plan are to be held in custody by the  Company or a person
or institution  designated by the Company until the Restriction  Period expires,
(b) such  certificates  shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.

         4. Miscellaneous Provisions.

         4.1 Adjustments Upon Change in Capitalization.

         4.1.1 The number and class of shares subject to each outstanding  Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of Stock  Options  that may be granted  under this Plan,  the minimum  number of
shares as to which a Stock  Option  may be  exercised  at any one time,  and the
number  and  class  of  shares  subject  to each  outstanding  Award,  shall  be
proportionately  adjusted in the event of any increase or decrease in the number
of the issued  shares of the  Common  Stock  which  results  from a split-up  or
consolidation  of shares,  payment of a stock dividend or dividends  exceeding a
total of five percent for which the record dates occur in any one fiscal year, a
recapitalization  (other than the conversion of convertible securities according
to their terms),  a combination of shares or other like capital  adjustment,  so
that (a) upon  exercise of the Stock  Option,  the  Employee  shall  receive the
number and class of shares the  Employee  would have  received  had the Employee
been the holder of the number of shares of the Common  Stock for which the Stock
Option is being  exercised  upon the date of such change or increase or decrease
in the  number  of  issued  shares  of the  Company,  and (b) upon the  lapse of


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restrictions  of the Award  Shares,  the Employee  shall  receive the number and
class of shares the  Employee  would have  received if the  restrictions  on the
Award  Shares had lapsed on the date of such  change or  increase or decrease in
the number of issued shares of the Company.

         4.1.2 Upon a  reorganization,  merger or  consolidation  of the Company
with one or more  corporations  as a  result  of which  the  Company  is not the
surviving  corporation  or in  which  the  Company  survives  as a  wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or any  dividend  or
distribution to  stockholders  of more than 10 percent of the Company's  assets,
adequate  adjustment or other  provisions  shall be made by the Company or other
party to such  transaction so that there shall remain and/or be substituted  for
the Option Shares and Award Shares provided for herein,  the shares,  securities
or assets which would have been issuable or payable in respect of or in exchange
for such Option Shares and Award Shares then  remaining,  as if the Employee had
been the owner of such  shares as of the  applicable  date.  Any  securities  so
substituted shall be subject to similar successive adjustments.

         4.2 Withholding  Taxes. The Company shall have the right at the time of
exercise  of  any  Stock  Option,  the  grant  of an  Award,  or  the  lapse  of
restrictions on Award Shares, to make adequate provision for any federal, state,
local or foreign  taxes  which it  believes  are or may be required by law to be
withheld  with respect to such  exercise  (the "Tax  Liability"),  to ensure the
payment of any such Tax  Liability.  The  Company may provide for the payment of
any Tax Liability by any of the following  means or a combination of such means,
as  determined  by the  Committee  in its sole and  absolute  discretion  in the
particular  case (1) by  requiring  the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the Option  Shares which would  otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that number of Option  Shares or Award Shares having an aggregate
Fair Market Value  (determined in the manner  prescribed by Paragraph 2.2) as of
the date the  withholding  tax obligation  arises in an amount which is equal to
the  Employee's  Tax Liability or (4) by any other method deemed  appropriate by
the  Committee.  Satisfaction  of the Tax  Liability  of a Section 16  Reporting
Person may be made by the method of payment  specified  in clause (3) above only
if the following two conditions are satisfied:

                  (a) The  withholding  of Option Shares or Award Shares and the
exercise  of the  related  Stock  Option  occur at least six  months and one day
following the date of grant of such Stock Option or Award; and

                  (b) The  withholding  of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by the  Employee  at least six months in advance of the  withholding  of Options
Shares  or  Award  Shares,  or (ii) on a day  within a  10-day  "window  period"
beginning  on the  third  business  day  following  the date of  release  of the
Company's quarterly or annual summary statement of sales and earnings.

         Anything herein to the contrary notwithstanding, a Withholding Election
may be disapproved by the Committee at any time.

         4.3  Relationship  to Other Employee  Benefit Plans.  Stock Options and
Awards granted hereunder shall not be deemed to be salary or other  compensation
to any  Employee  for purposes of any  pension,  thrift,  profit-sharing,  stock
purchase or any other employee benefit plan now maintained or hereafter  adopted
by the Company.

         4.4 Amendments and Termination.  The Board of Directors may at any time
suspend,  amend or  terminate  this Plan.  No  amendment,  except as provided in
Paragraph 3.3, or  modification  of this Plan may be adopted,  except subject to
stockholder approval,  which would (1) materially increase the benefits accruing
to the  Employees  under  this  Plan,  (2)  materially  increase  the  number of
securities which may be issued under this Plan (except for adjustments  pursuant
to Paragraph  4.1  hereof),  or (3)  materially  modify the  requirements  as to
eligibility for participation in this Plan.

         4.5 Successors in Interest. The provisions of this Plan and the actions
of the Committee shall be binding upon all heirs,  successors and assigns of the
Company and of the Employees.


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<PAGE>

         4.6 Other Documents.  All documents prepared,  executed or delivered in
connection with this Plan (including,  without limitation, Option Agreements and
Incentive  Agreements)  shall be, in  substance  and form,  as  established  and
modified by the Committee;  provided,  however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this Plan shall prevail.

         4.7  Fairness of the  Repurchase  Price.  In the event that the Company
repurchases  securities  upon  termination of employment  pursuant to this Plan,
either:  (a) the  price  will  not be less  than the  fair  market  value of the
securities to be repurchased  on the date of termination of employment,  and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness for the securities  within 90 days of termination of the employment
(or in the case of securities  issued upon exercise of options after the date of
termination,  within  90 days  after  the date of the  exercise),  and the right
terminates when the Company's  securities become publicly traded, or (b) Company
will repurchase  securities at the original  purchase  price,  provided that the
right to  repurchase  at the  original  purchase  price lapses at the rate of at
least 20% of the securities per year over five years from the date the option is
granted  (without  respect  to the date  the  option  was  exercised  or  became
exercisable)  and  the  right  to  repurchase  must  be  exercised  for  cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or in case of  securities  issued upon exercise of
options  after the date of  termination,  within  90 days  after the date of the
exercise).

         4.8 No  Obligation  to  Continue  Employment.  This Plan and the grants
which might be made hereunder  shall not impose any obligation on the Company to
continue to employ any  Employee.  Moreover,  no  provision  of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any way by any employment  contract  between an Employee (or other employee) and
the Company.

         4.9 Misconduct of an Employee.  Notwithstanding  any other provision of
this Plan,  if an Employee  commits  fraud or  dishonesty  toward the Company or
wrongfully  uses or  discloses  any  trade  secret,  confidential  data or other
information  proprietary to the Company, or intentionally takes any other action
which results in material harm to the Company,  as determined by the  Committee,
in its sole and absolute  discretion,  the Employee shall forfeit all rights and
benefits under this Plan.

         4.10  Term of Plan.  No Stock  Option  shall be  exercisable,  or Award
granted,  unless and until the  Directors of the Company have approved this Plan
and all other  legal  requirements  have been met.  This Plan was adopted by the
Board  effective  September 5, 2003.  No Stock  Options or Awards may be granted
under this Plan after September 5, 2013.

         4.11 Governing Law. This Plan and all actions taken thereunder shall be
governed by and construed in accordance with, the laws of the State of Nevada.

         4.12  Approval.  This  Plan  must  be  approved  by a  majority  of the
outstanding  securities  entitled to vote within 12 months  before or after this
Plan is  adopted  or the date the  agreement  is entered  into.  Any  securities
purchased  before  security  holder  approval is obtained  must be  rescinded if
security  holder  approval is not obtained within 12 months before or after this
Plan is adopted or the date the agreement is entered into. Such securities shall
not be counted in determining whether such approval is obtained.

         4.13  Assumption  Agreements.  The Company will require each successor,
(direct or indirect, whether by purchase,  merger,  consolidation or otherwise),
to all or substantially  all of the business or assets of the Company,  prior to
the  consummation of each such  transaction,  to assume and agree to perform the
terms and  provisions  remaining  to be  performed  by the  Company  under  each
Incentive  Agreement  and Stock  Option  and to  preserve  the  benefits  to the
Employees  thereunder.  Such  assumption  and agreement  shall be set forth in a
written  agreement  in form and  substance  satisfactory  to the  Committee  (an
"Assumption  Agreement"),  and shall  include such  adjustments,  if any, in the
application of the provisions of the Incentive  Agreements and Stock Options and
such additional provisions,  if any, as the Committee shall require and approve,
in order to  preserve  such  benefits to the  Employees.  Without  limiting  the
generality of the foregoing,  the Committee may require an Assumption  Agreement
to include satisfactory undertakings by a successor:


                                       8
<PAGE>

                  (a) To provide  liquidity  to the  Employees at the end of the
Restriction  Period  applicable  to the Common Stock  awarded to them under this
Plan, or on the exercise of Stock Options;

                  (b) If the  succession  occurs  before the  expiration  of any
period  specified in the Incentive  Agreements for  satisfaction  of performance
criteria  applicable  to the Common Stock  awarded  thereunder,  to refrain from
interfering with the Company's  ability to satisfy such performance  criteria or
to agree to modify such  performance  criteria  and/or waive any  criteria  that
cannot be satisfied as a result of the succession;

                  (c)  To  require  any  future   successor  to  enter  into  an
Assumption Agreement; and

                  (d) To take or refrain  from taking such other  actions as the
Committee may require and approve, in its discretion.

         4.14  Compliance  with Rule  16b-3.  Transactions  under  this Plan are
intended  to comply with all  applicable  conditions  of Rule 16b-3  promulgated
under the Exchange  Act. To the extent that any provision of this Plan or action
by the  Committee  fails to so comply,  it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

         4.15 Information to Shareholders.  The Company shall furnish to each of
its stockholders financial statements of the Company at least annually.


         IN  WITNESS  WHEREOF,  this  Plan has  been  executed  effective  as of
September 5, 2003.


                                        LIVESTAR ENTERTAINMENT GROUP, INC.



                                        By  /s/ Edwin Kwong
                                          --------------------------------------
                                            Edwin Kwong, Chief Financial Officer




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