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                                                             Exhibit 4.1
                                                             -----------

                                 nFRONT, INC.

                             STOCK INCENTIVE PLAN


                                  Section 1.
                                    Purpose

     The purpose of this Plan is to promote the interests of the Company by
providing the opportunity to purchase Shares or to receive compensation which is
based upon appreciation in the value of Shares to Employees and Key Persons in
order to attract and retain Employees and Key Persons by providing an incentive
to work to increase the value of Shares and a stake in the future of the Company
which corresponds to the stake of each of the Company's shareholders.  The Plan
provides for the grant of Incentive Stock Options, Non-Qualified Stock Options,
Restricted Stock Awards and Stock Appreciation Rights to aid the Company in
obtaining these goals.

                                  Section 2.
                                  Definitions

     Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.

     2.1   Board means the Board of Directors of the Company.

     2.2   Code means the Internal Revenue Code of 1986, as amended.

     2.3   Committee means the Compensation Committee of the Board.

     2.4   Common Stock means the no par value common stock of the Company.

     2.5   Company means nFront, Inc., a Georgia corporation, and any successor
to such organization.

     2.6   Employee means an employee of the Company, a Subsidiary or a Parent.

     2.7   Exchange Act means the Securities Exchange Act of 1934, as amended.

     2.8   Exercise Price means the price which shall be paid to purchase one
(1) Share upon the exercise of an Option granted under this Plan.

     2.9   Fair Market Value means the price at which the Committee, acting in
good faith, determines through any reasonable valuation method that a Share
might change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable knowledge of
the relevant facts.

     2.10  ISO means an option granted under this Plan to purchase Shares which
is intended by the Company to satisfy the requirements of Code Section 422 as an
incentive stock option.
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     2.11  Key Person means (i) a member of the Board who is not an Employee,
(ii) a consultant, distributor or other person who has rendered valuable
services to the Company, a Subsidiary or a Parent, (iii) a person who has
incurred, or is willing to incur, financial risk in the form of guaranteeing or
acting as co-obligor with respect to debts or other obligations of the Company,
or (iv) a person who has extended credit to the Company. Key Persons are not
limited to individuals and, subject to the preceding definition, may include
corporations, partnerships, associations and other entities.

     2.12  Non-ISO means an option granted under this Plan to purchase Shares
which is not intended by the Company to satisfy the requirements of Code Section
422.

     2.13  Option means an ISO or a Non-ISO.

     2.14  Parent means any corporation which is a parent of the Company (within
the meaning of Code Section 424).

     2.15  Participant means an individual who receives a Stock Incentive
hereunder.

     2.16  Plan means the nFront, Inc. Stock Incentive Plan, as amended from
time to time.

     2.17  Share means a share of the Common Stock of the Company.

     2.18  Stock Incentive means an ISO, a Non-ISO, a Restricted Stock Award or
a Stock Appreciation Right.

     2.19  Stock Incentive Agreement means an agreement between the Company and
a Participant evidencing an award of a Stock Incentive.

     2.20  Subsidiary means any corporation which is a subsidiary of the Company
(within the meaning of Code Section 424(f)).

     2.21  Surrendered Shares means the Shares described in Section 8.2 which
(in lieu of being purchased) are surrendered for cash or Shares, or for a
combination of cash and Shares, in accordance with Section 8.

     2.22  Ten Percent Shareholder means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of either the
Company, a Subsidiary or a Parent.

                                  Section 3.
                      Shares Subject To Stock Incentives

     The total number of Shares that may be issued pursuant to Stock Incentives
under this Plan is set forth in the minutes of the Shareholders Meeting  at
which the Plan was adopted and may be increased  subject to Shareholder approval
and  adjusted pursuant to Section 11.  Such Shares shall be reserved, to the
extent that the Company deems appropriate, from authorized but unissued Shares,
and from Shares which have been reacquired by the Company.  Furthermore, any
Shares subject to a Stock Incentive which remain after the cancellation,
expiration or exchange of such Stock Incentive thereafter shall again become
available for use under this Plan, but any Surrendered Shares which remain after
the surrender of an ISO or a Non-ISO under Section 8 shall not again become
available for use under this Plan.

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                                  Section 4.
                                Effective Date

     The effective date of this Plan shall be the date it is adopted by the
Board, provided the shareholders of the Company approve this Plan within twelve
(12) months after such effective date. If such effective date comes before such
shareholder approval, any Stock Incentives granted under this Plan before the
date of such approval automatically shall be granted subject to such approval.

                                  Section 5.
                                Administration

     This Plan shall be administered by the Board.  The Board, acting in its
absolute discretion, shall exercise such powers and take such action as
expressly called for under this Plan.  The Board shall have the power to
interpret this Plan and, subject to Section 13 to take such other action in the
administration and operation of the Plan as it deems equitable under the
circumstances.  The Board's actions shall be binding on the Company, on each
affected Employee or Key Person, and on each other person directly or indirectly
affected by such actions.

     The Board may delegate its authority under the Plan, in whole or in part,
to a Committee appointed by the Board consisting of not less than two (2)
directors The Committee (if appointed) shall act according to the policies and
procedures set forth in the Plan and to those policies and procedures
established by the Board, and the Committee shall have such powers and
responsibilities as are set forth by the Board. Reference to the Board in this
Plan shall specifically include reference to the Committee where the Board has
delegated it authority to the Committee, and any action by the Committee
pursuant to a delegation of authority by the Board shall be deemed an action by
the Board under the Plan. Notwithstanding the above, the Board may assume the
powers and responsibilities granted to the Committee at any time, in whole or in
part.

                                  Section 6.
                                  Eligibility

     Except as provided below, only Employees shall be eligible for the grant of
Stock Incentives under this Plan, but no Employee shall have the right to be
granted a Stock Incentive under this Plan merely as a result of his or her
status as an Employee.  Key Persons may be eligible, subject to written approval
by the Board, for the grant of Stock Incentives under this Plan, but only if the
Key Person has provided valuable services to the Company, a Subsidiary or a
Parent, and only if the Stock Incentive is not an ISO.

                                  Section 7.
                           Terms Of Stock Incentives
     7.1  Terms and Conditions of All Stock Incentives.

          (a)  The Committee, in its absolute discretion, shall grant Stock
Incentives under this Plan from time to time and shall have the right to grant
new Stock Incentives in exchange for outstanding Stock Incentives. Stock
Incentives shall be granted to Employees or Key Persons selected by the
Committee, and the Committee shall be under no obligation whatsoever to grant
Stock Incentives to all Employees or Key Persons, or to grant all Stock
Incentives subject to the same terms and conditions. Each grant of a Stock
Incentive shall be evidenced by a Stock Incentive Agreement:

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          (b)  The number of Shares as to which a Stock Incentive shall be
granted shall be determined by the Committee in its sole discretion, subject to
the provisions of Section 3 as to the total number of shares available for
grants under the Plan.

          (c)  Each Stock Incentive shall be evidenced by a Stock Incentive
Agreement executed by the Company and the Participant, which shall be in such
form and contain such terms and conditions as the Committee in its discretion
may, subject to the provisions of the Plan, from time to time determine.

          (d)  The date a Stock Incentive is granted shall be the date on which
the Committee has approved the terms and conditions of the Stock Incentive
Agreement and has determined the recipient of the Stock Incentive and the number
of Shares covered by the Stock Incentive and has taken all such other action
necessary to complete the grant of the Stock Incentive.

     7.2  Terms and Conditions of Options.  Each grant of an Option shall be
evidenced by a Stock Incentive Agreement which shall:

          (I)  specify whether the Option is an ISO or Non-ISO; and

          (II) incorporate such other terms and conditions as the Committee,
acting in its absolute discretion, deems consistent with the terms of this Plan,
including (without limitation) a restriction on the number of Shares subject to
the Option which first become exercisable or subject to surrender during any
calendar year.

          In determining Employee(s) or Key Person(s) to whom an Option shall be
granted and the number of Shares to be covered by such Option, the Committee may
take into account the recommendations of the President of the Company and its
other officers, the duties of the Employee or Key Person, the present and
potential contributions of the Employee or Key Person to the success of the
Company, the anticipated number of years of service remaining before the
attainment by the Employee of retirement age, and other factors deemed relevant
by the Committee, in its sole discretion, in connection with accomplishing the
purpose of this Plan.  An Employee or Key Person who has been granted an Option
to purchase Shares, whether under this Plan or otherwise, may be granted one or
more additional Options.

          If the Committee grants an ISO and a Non-ISO to an Employee on the
same date, the right of the Employee to exercise or surrender one such Option
shall not be conditioned on his or her failure to exercise or surrender the
other such Option.

          (a)  Exercise Price.  Subject to adjustment in accordance with
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Section 11 and the other provisions of this Section, the Exercise Price shall be
as set forth in the applicable Stock Incentive Agreement. With respect to each
grant of an ISO to a Participant who is not a Ten Percent Shareholder, the
Exercise Price shall not be less than the Fair Market Value on the date the ISO
is granted. With respect to each grant of an ISO to a Participant who is a Ten
Percent Shareholder, a Ten Percent Shareholder shall not be less than one
hundred ten percent (110%) of the Fair Market Value on the date the ISO is
granted. If a Stock Incentive is a Non-ISO, the Exercise Price for each Share
shall be no less than the minimum price required by applicable state law, or by
the Company's governing instrument, or $0.01, whichever price is greater.

          (b)  Option Term.  Each Option granted under this Plan shall be
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exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

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               (i)  make an Option exercisable before the date such Option is
granted; or

               (ii) make an Option exercisable after the earlier of the:

                    (A)  the date such Option is exercised in full, or

                    (B)  the date which is the tenth (10th) anniversary of the
date such Option is granted, if such Option is a Non-ISO or an ISO granted to a
non-Ten Percent Shareholder, or the date which is the fifth (5th) anniversary of
the date such Option is granted, if such Option is an ISO granted to a Ten
Percent Shareholder.

          A Stock Incentive Agreement may provide for the exercise of an Option
after the employment of an Employee has terminated for any reason whatsoever,
including death or disability.

          (c)  Payment.  Payment for all shares of Stock purchased pursuant to
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exercise of an Option shall be made in cash or, if the Stock Incentive Agreement
provides, by delivery to the Company of a number of Shares which have been owned
by the holder for at least six (6) months prior to the date of exercise having
an aggregate Fair Market Value of not less than the product of the Exercise
Price multiplied by the number of Shares the Participant intends to purchase
upon exercise of the Option on the date of delivery. In addition, the Stock
Incentive Agreement may provide for cashless exercise through a brokerage
transaction following registration of the Company's equity securities under
Section 12 of the Securities Exchange Act of 1934. Except as provided in
subparagraph (f) below, payment shall be made at the time that the Option or any
part thereof is exercised, and no Shares shall be issued or delivered upon
exercise of an Option until full payment has been made by the Participant. The
holder of an Option, as such, shall have none of the rights of a stockholder.

          Notwithstanding the above, and in the sole discretion of the
Committee, an Option may be exercised as to a portion or all (as determined by
the Committee) of the number of Shares specified in the Stock Incentive
Agreement by delivery to the Company of a promissory note, such promissory note
to be executed by the Participant and which shall include, with such other terms
and conditions as the Committee shall determine, provisions in a form approved
by the Committee under which: (i) the balance of the aggregate purchase price
shall be payable in equal installments over such period and shall bear interest
at such rate (which shall not be less than the prime bank loan rate as
determined by the Committee) as the Committee shall approve, and (ii) the
Participant shall be personally liable for payment of the unpaid principal
balance and all accrued but unpaid interest.

          (d)  Conditions to Exercise of an Option.  Each Option granted under
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the Plan shall be exercisable at such time or times, or upon the occurrence of
such event or events, and in such amounts, as the Committee shall specify in the
Stock Incentive Agreement; provided, however, that subsequent to the grant of an
Option, the Committee, at any time before complete termination of such Option,
may accelerate the time or times at which such Option may be exercised in whole
or in part.

          (e)  Special Provisions for Certain Substitute Options.
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Notwithstanding anything to the contrary in this Section, any Option in
substitution for a stock option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms and conditions as the Committee may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the applicable vesting and termination provisions) as those contained in the
previously issued stock option being replaced thereby.

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     7.3  Terms and Conditions of Stock Appreciation Rights. A Stock
Appreciation Right may be granted in connection with all or any portion of a
previously or contemporaneously granted Option or not in connection with an
Option. A Stock Appreciation Right shall entitle the Participant to receive upon
exercise or payment the excess of: (I) the Fair Market Value of a specified
number of Shares at the time of exercise, over (II) a specified price which
shall be not less than the Exercise Price for that number of Shares in the case
of a Stock Appreciation Right granted in connection with a previously or
contemporaneously granted Option, or in the case of any other Stock Appreciation
Right not less than one hundred percent (100%) of the Fair Market Value of that
number of Shares at the time the Stock Appreciation Right was granted. A Stock
Appreciation Right granted in connection with an Option may only be exercised to
the extent that the related Option has not been exercised. The exercise of a
Stock Appreciation Right shall result in a pro rata surrender of the related
Option to the extent the Stock Appreciation Right has been exercised.

          (a)  Payment.  Upon exercise or payment of a Stock Appreciation Right,
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the Company shall pay to the Participant the appreciation in cash or Shares (at
the aggregate Fair Market Value on the date of payment or exercise) as provided
in the Stock Incentive Agreement or, in the absence of such provision, as the
Committee may determine.

          (b)  Conditions to Exercise.  Each Stock Appreciation Right granted
               ----------------------
under the Plan shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of a Stock Appreciation Right, the Committee, at any time before
complete termination of such Stock Appreciation Right, may accelerate the time
or times at which such Stock Appreciation Right may be exercised in whole or in
part.

          (c)  Nontransferability of Stock Appreciation Right.  A Stock
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Appreciation Right shall not be transferable or assignable except by will or by
the laws of descent and distribution and shall be exercisable, during the
Participant's lifetime, only by the Participant, or in the event of the
disability of the Participant, by the legal representative of the Participant.

     7.4  Terms and Conditions of Restricted Stock Awards. Shares awarded
pursuant to Restricted Stock Awards shall be subject to restrictions for periods
determined by the Committee. The Committee shall have the power to permit, in
its discretion, an acceleration of the expiration of the applicable restriction
period with respect to any part or all of the Shares awarded to a Participant.
The Committee may require a cash payment from the Participant in an amount no
greater than the aggregate Fair Market Value of the Shares awarded determined at
the date of grant in exchange for the grant of a Restricted Stock Award or may
grant a Restricted Stock Award without the requirement of a cash payment.

                                  Section 8.
                             Surrender Of Options

     8.1  General Rule.  The Committee, acting in its absolute discretion, may
incorporate a provision in a Stock Incentive Agreement to allow an Employee or
Key Person to surrender his or Option in whole or in part in lieu of the
exercise in whole or in part of that Option on any date that:

          (a)  the Fair Market Value of the Shares subject to such Option
exceeds Exercise Price for such Shares, and

          (b)  the Option to purchase such Shares is otherwise exercisable.

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     8.2  Procedure.  The surrender of an Option in whole or in part shall be
effected by the delivery of the Stock Incentive Agreement to the Committee,
together with a statement signed by the Participant which specifies the number
of Shares ("Surrendered Shares") as to which the Participant surrenders his or
her Option and how he or she desires payment be made for such Surrendered
Shares.

     8.3  Payment. A Participant in exchange for his or her Surrendered Shares
shall receive a payment in cash or in Shares, or in a combination of cash and
Shares, equal in amount on the date such surrender is effected to the excess of
the Fair Market Value of the Surrendered Shares on such date over the Exercise
Price for the Surrendered Shares. The Committee, acting in its absolute
discretion, can approve or disapprove a Participant's request for payment in
whole or in part in cash and can make that payment in cash or in such
combination of cash and Shares as the Committee deems appropriate. A request for
payment only in Shares shall be approved and made in Shares to the extent
payment can be made in whole shares of Shares and (at the Committee's
discretion) in cash in lieu of any fractional Shares.

     8.4  Restrictions. Any Stock Incentive Agreement which incorporates a
provision to allow a Participant to surrender his or her Option in whole or in
part also shall incorporate such additional restrictions on the exercise or
surrender of such Option as the Committee deems necessary to satisfy the
conditions to the exemption under Rule 16b-3 (or any successor exemption) to
Section 16(b) of the Exchange Act.

                                  Section 9.
                             Securities Regulation

     Each Stock Incentive Agreement may provide that, upon the receipt of Shares
as a result of the surrender or exercise of a Stock Incentive, the Participant
shall, if so requested by the Company, hold such Shares for investment and not
with a view of resale or distribution to the public and, if so requested by the
Company, shall deliver to the Company a written statement satisfactory to the
Company to that effect.  Each Stock Incentive Agreement may also provide that,
if so requested by the Company, the Participant shall make a written
representation to the Company that he or she will not sell or offer to sell any
of such Shares unless a registration statement shall be in effect with respect
to such Shares under the Securities Act of 1933, as amended ("1933 Act"), and
any applicable state securities law or, unless he or she shall have furnished to
the Company an opinion, in form and substance satisfactory to the Company, of
legal counsel acceptable to the Company, that such registration is not required.
Certificates representing the Shares transferred upon the exercise or surrender
of a Stock Incentive granted under this Plan may at the discretion of the
Company bear a legend to the effect that such Shares have not been registered
under the 1933 Act or any applicable state securities law and that such Shares
may not be sold or offered for sale in the absence of an effective registration
statement as to such Shares under the 1933 Act and any applicable state
securities law or an opinion, in form and substance satisfactory to the Company,
of legal counsel acceptable to the Company, that such registration is not
required.

                                  Section 10.
                                 Life Of Plan

     No Stock Incentive shall be granted under this Plan on or after the earlier
of:

     (a)  the tenth (10th) anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan otherwise
thereafter shall continue in effect until all outstanding Stock Incentives have
been surrendered or exercised in full or no longer are exercisable, or

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     (b)  the date on which all of the Shares reserved under Section 3 of this
Plan have (as a result of the surrender or exercise of Stock Incentives granted
under this Plan) been issued or no longer are available for use under this Plan,
in which event this Plan also shall terminate on such date.

                                  Section 11.
                                  Adjustment

     The number of Shares reserved under Section 3 of this Plan, and the number
of Shares subject to Stock Incentives granted under this Plan, and the Exercise
Price of any Options, shall be adjusted by the Committee in an equitable manner
to reflect any change in the capitalization of the Company, including, but not
limited to, such changes as stock dividends or stock splits. Furthermore, the
Committee shall have the right to adjust (in a manner which satisfies the
requirements of Code Section 424(a)) the number of Shares reserved under Section
3, and the number of Shares subject to Stock Incentives granted under this Plan,
and the Exercise Price of any Options in the event of any corporate transaction
described in Code Section 424(a) which provides for the substitution or
assumption of such Stock Incentives. If any adjustment under this Section
creates a fractional Share or a right to acquire a fractional Share, such
fractional Share shall be disregarded, and the number of Shares reserved under
this Plan and the number subject to any Stock Incentives granted under this Plan
shall be the next lower number of Shares, rounding all fractions downward. An
adjustment made under this Section by the Committee shall be conclusive and
binding on all affected persons and, further, shall not constitute an increase
in the number of Shares reserved under Section 3.

                                  Section 12.
                         Sale Or Merger Of The Company

     If the Company (i) agrees to sell or transfer eighty percent (80%) or more
of the total value all of its assets and assign its customer agreements for cash
or property, or for a combination of cash and property, or (ii) agrees to any
merger, consolidation, reorganization, division or other transaction in which
eighty percent (80%) or more of the issued and outstanding Shares are converted
into another security or into the right to receive securities or property and
such agreement does not provide for the assumption or substitution of the Stock
Incentives granted under this Plan, each Stock Incentive at the direction and
discretion of the Committee, or as is otherwise provided in the Stock Incentive
Agreements, may be canceled unilaterally by the Company in exchange for the
whole Shares (or, subject to satisfying the conditions to the exemption under
Rule 16b-3 or any successor exemption to Section 16(b) of the Exchange Act, for
the whole Shares and the cash in lieu of a fractional Share) which each
Participant otherwise would receive if he or she had the right to surrender or
exercise his or her outstanding Stock Incentive in full and he or she exercised
that right exclusively for Shares on a date fixed by the Committee which comes
before such sale or other corporate transaction.

                                  Section 13.
                           Amendment Or Termination

     This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, no such amendment
shall be made absent the approval of the shareholders of the Company:  (a) to
increase the number of Shares reserved under Section 3, except as set forth in
Section 11, (b) to extend the maximum life of the Plan under Section 10 or the
maximum exercise period under Section 7, (c) to decrease the minimum Exercise
Price under Section 7, or (d) to change the designation of Employees or Key
Persons eligible for Stock Incentives under Section 6.  The Board also may
suspend the granting of Stock Incentives under this Plan at any time and may
terminate this Plan at any time; provided, however, the Company shall not have
the right to modify, amend or cancel any Stock Incentive granted before such
suspension or termination unless:  (I) the Participant consents in writing to
such

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modification, amendment or cancellation, or (II) there is a dissolution or
liquidation of the Company or a transaction described in Section 11 or Section
12.

                                  Section 14.
                                 Miscellaneous

     14.1  Shareholder Rights. No Participant shall have any rights as a
shareholder of the Company as a result of the grant of a Stock Incentive to him
or to her under this Plan or his or her exercise or surrender of such Stock
Incentive pending the actual delivery of Shares subject to such Stock Incentive
to such Participant.

     14.2  No Guarantee of Continued Relationship. The grant of a Stock
Incentive to a Participant under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to those
rights, if any, expressly set forth in the Stock Incentive Agreement which
evidences his or her Stock Incentive.

     14.3  Withholding. The exercise or surrender of any Stock Incentive granted
under this Plan shall constitute a Participant's full and complete consent to
whatever action the Committee directs to satisfy the federal and state tax
withholding requirements, if any, which the Committee in its discretion deems
applicable to such exercise or surrender.

     14.4  Transfer. The transfer of an Employee between or among the Company, a
Subsidiary or a Parent shall not be treated as a termination of his or her
employment under this Plan.

     14.5  Construction. This Plan shall be construed under the laws of the
State of Georgia.

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