Exhibit 4.1



Exhibit
4.1







INVICTA
GROUP INC.




FISCAL
2005 AMENDED AND RESTATED EQUITY COMPENSATION PLAN.




 




INVICTA
GROUP INC., a Nevada corporation (the "Company"), this 4th day of
March, 2005, hereby adopts Fiscal 2005 Amended and Restated Equity Compensation
Plan (the "Plan"), originally adopted on January 7, 2005. Under the Plan, the
Company may issue shares of the Company's common stock or grant options to
acquire the Company's common stock, par value $0.0001 (the "Stock"), from time
to time to consultants or advisors of the Company or its subsidiaries, all on
the terms and conditions set forth herein. In addition, at the discretion of the
Board of Directors, Shares may from time to time be granted under this Plan to
other individuals, including consultants or advisors, who contribute to the
success of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors, and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction.





	1.	Purpose
      of the Plan.






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





	2.	Administration
      of this Plan.






Administration
of this Plan shall be determined by the Company's Board of Directors (the
"Board"). Subject to compliance with applicable provisions of the governing law,
the Board may delegate administration of this Plan or specific administrative
duties with respect to this Plan on such terms and to such committees of the
Board as it deems proper (hereinafter the Board or its

authorized
committee shall be referred to as "Plan Administrators"). The interpretation and
construction of the terms of this Plan by the Plan Administrators thereof shall
be final and binding on all participants in this Plan absent a showing of
demonstrable error. No member of the Plan Administrators shall be liable for any
action taken or determination made in good faith with respect to this Plan. Any
shares approved by a majority vote of those Plan Administrators attending a duly
and properly held meeting shall be valid. Any shares approved by the Plan
Administrators shall be approved as specified by the Board at the time of
delegation.





	3.	Shares
      of Stock Subject to this Plan.






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

count
against the total number of shares reserved for issuance under the terms of this
Plan.










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	4.	Reservation
      of Stock on Granting of Rights.






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





	5.	Eligibility.



 

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





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






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




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




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




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




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




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




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










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	7.	Exercise
      Price.






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





	8.	Payment
      of Exercise Price.



 

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





	9.	Dilution
      or Other Adjustment.






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





	10.	Options
      to Foreign Nationals.



 

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





	11.	Listing
      and Registration of Shares.






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





	12.	Expiration
      and Termination of this Plan.






This Plan
may be abandoned or terminated at any time by the Plan
Administrators

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





	13.	Amendment
      of this Plan.






This Plan
may not be amended more than once during any six month period,
other

than to
comport with changes in the Code or the Employee Retirement Income Security Act
or the rules and regulations promulgated thereunder. The Plan Administrators may
modify and amend this Plan in any respect; provided, however, that to the extent
such amendment or modification would cause this Plan to no longer comply with
the applicable provisions of the Code governing incentive stock options as they
may be amended from time to time, such amendment or modification shall also be
approved by the shareholders of the Company.

 

 


	 	 	 
	 	
      ATTEST:

	 
 	 
 	 
 
		By:  	/s/ William G.
    Forhan
	 	
      

      Name: William G. Forhan
	 	Title:  President,
      Co-Chairman and CEO 




 







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