Exhibit 4.1

                               INVICTA GROUP INC.

                              AMENDED AND RESTATED
                      FISCAL 2004 EQUITY COMPENSATION PLAN.


     INVICTA  GROUP INC., a Nevada corporation (the "Company"), this 22th day of
October,  2004,  hereby  amends and restated its Fiscal 2004 Equity Compensation
Plan (the "Plan"), originally adopted June 7, 2004.  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 $0.001 (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
10,000,000  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.

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.

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
10,000,000th  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:

/s/  William  G.  Forhan
------------------------
William  G.  Forhan,  President,  Chairman  and  CEO