Exhibit 4.1

         OCTOBER 2004 EMPLOYEE STOCK INCENTIVE PLAN OF AXIA GROUP, INC.

         1.       General Provisions.

                  1.1 Purpose. This October 2004 Employee Stock Incentive Plan
of Axia Group, Inc. (the "Plan") is intended to allow designated officers and
employees (including so-called "leased employees") (all of whom are sometimes
collectively referred to herein as the "Employees," or individually as the
"Employee") of Axia 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, $0.001 par value (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 Colorado 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.
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                  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 the Plan. The maximum number of shares
of the Common Stock that may be issued pursuant to this Plan shall be Four
Hundred Million (400,000,000), subject to adjustment pursuant to the provisions
of Section 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 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 may constitute "incentive stock options"
within the meaning of Section 422 of the Code, if so designated by the Committee
on the date of grant and if the requirements of Section 422 of the Code have
been met. The Committee may also 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
Section 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.


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                  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 be determined by the Committee at the time of grant but, in the case of an
incentive stock option, shall not be less than 100 percent of the Fair Market
Value on the date of the grant of the option, and in the case of any other stock
option, shall not be less than 85 percent of the Fair Market Value on the date
of the grant of the option. For an Employee holding or who is deemed to be
holding (by reason of the attribution rules applicable under Section 424(d) of
the Code) greater than 10% of the total voting power of all stock of the
Company, the Exercise Price of an incentive stock option shall be at least 110%
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 in its sole discretion may determine. Such provisions need not be
uniform. 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.

                  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 Section
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
Section 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, (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., or (f) if the Employee and
the Company so agree, deliver to the Optionee's NASD licensed broker-dealer and
to the Company an irrevocable notice of exercise of the option, together with
irrevocable instructions from the Optionee to the Company to deliver the Option
Shares to the broker-dealer. Upon receipt of such notice, the Company shall
immediately deliver to the Employee's broker-dealer the share certificate(s)
representing the Option Shares so purchased, and upon receipt of such
certificate(s), the broker shall sell the Option Shares and remit the purchase
price for all Option Shares then being purchased, and any withholding taxes to
the Corporation.

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         Subject to the provisions of this Section 2.4 and Section 2.5, the
Employee shall have the right to exercise the Employee's Stock Options at the
rate of at least twenty percent (20%) per year over five (5) 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. At no time shall the total number of securities issuable upon the
exercise of all outstanding options under this Plan, and the total number of
securities provided for under any bonus or similar plan or agreement of the
Company exceed a number of securities which is equal to 30 percent (30%) of the
then outstanding securities of the Company, unless a percentage higher than 30
percent (30%) is approved by at least a two-thirds of the outstanding securities
entitled to vote. The Company will use reasonable efforts to maintain the
effectiveness of a registration statement under the Securities Act (a
"Registration Statement") 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.

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                  2.5 Continuous Employment. Except as provided in Section 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 (which shall be deemed to included Employees who are "leased" by the
Company from a third party). For purposes of this Section 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 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, 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. 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 at least six months from the date of termination if
termination was caused by death or disability.

                        2.7.2 Upon the termination of the employment of an
Employee with the Company for any reason other than the reasons set forth in
Section 2.7.1 hereof, (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.

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                        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 Section 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 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 Section 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.

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                  "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

                           (f) The failure of the Company to obtain a
satisfactory Assumption Agreement (as defined in Section 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.

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                  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 Section 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 Section 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,

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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 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. Pursuant to Title 17,
Chapter II, Part 230.416(a), notwithstanding anything contained in the Plan to
cover the contrary, including any adjustments discussed in this Section 4.1.1,
the number of Shares available under the Plan shall be anti-dilutive in the
event of a reverse stock split by the Company, i.e. a reverse stock split by the
Company shall not affect or result in any reduction in the number of Shares
available under the Plan at the effective time of such reverse stock split(s).

                        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 Section 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:

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                           (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 Amendment and Termination. The Board of Directors may at
any time suspend, amend or terminate this Plan. No amendment, except as provided
in Section 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 Section 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.

                  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 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 ninety (90) days of termination of the
employment (or in the case of securities issued upon exercise of option after
the date of termination, within ninety (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 twenty percent (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 ninety (90) days of termination of employment (or in the
case of securities issued upon exercise of options after the date of
termination, within ninety (90) days after the date of exercise).

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<PAGE>

                  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 materially inimical to the best interests of 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. This Plan was adopted by the Board
effective October 22, 2004. No Stock Options or Awards may be granted under this
Plan after October 22, 2014.

                  4.11     Governing  Law.  This Plan shall be construed in
accordance  with,  and governed by, 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 twelve (12) months before or
after this Plan is adopted or the date the agreement in entered into. Any
securities purchased before security holder approval is obtained must be
rescinded if security holder approval is not obtained within twelve (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:

                           (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;

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<PAGE>

                           (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.

                  The Committee referred to in this Section 4.12 is the
Committee appointed by a Board of Directors in office prior to the succession
then under consideration.

                  4.14 Compliance with Rule 16b-3. Transactions under this Plan
are intended to comply with all applicable conditions of Rule 16b-3. 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 Stockholders. 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 October
22, 2004.


                              AXIA GROUP, INC.


                              /s/ Jody R. Regan
                              --------------------------------------------------
                              By:      Jody R. Regan
                              Title:   Chief Executive and Financial Officer

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