EXHIBIT 4.1

                             UNIVERSAL EXPRESS, INC.

                            2001 INCENTIVE STOCK PLAN

ARTICLE 1. ESTABLISHMENT AND PURPOSE

           1.1 ESTABLISHMENT OF THE PLAN. Universal Express, Inc., a Nevada
corporation (the "Company" or "Universal Express"), hereby establishes an
incentive compensation plan (the "Plan"), as set forth in this document.

           1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal interests
of Participants to those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance. The Plan is further
intended to attract and retain the services of Participants upon whose judgment,
interest, and special efforts the successful operation of Universal Express and
its subsidiaries is dependent.

           1.3 EFFECTIVE DATE OF THE PLAN. The Plan shall become effective on
April 20, 2001.

ARTICLE 2. DEFINITIONS

           Whenever used in the Plan, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized:

           (a) "Award" means, individually or collectively, a grant under this
Plan of Stock or Restricted Stock.

           (b) "Award Agreement" means an agreement which may be entered into by
each Participant and the Company, setting forth the terms and provisions
applicable to Awards granted to Participants under this Plan.

           (c) "Board" or "Board of Directors" means the Universal Express Board
of Directors.

           (d) "Consultant" means a natural person under contract with the
Company to provide BONA FIDE services to the Company which are not in connection
with the offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company's
securities.


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           (e) "Director" means any individual who is a member of the Universal
Express Board of Directors.

           (f) "Eligible Person" means an Employee, Director or Consultant.

           (g) "Employee" means any officer or employee of the Company or of one
of the Company's Subsidiaries. Directors who are not otherwise employed by the
Company shall not be considered Employees under this Plan.

           (h) "Employment," with reference to an Employee, means the condition
of being an officer or employee of the Company or one of its Subsidiaries.
"Employment," with reference to a Consultant, means the condition of being a
Consultant. "Employment," with reference to a Director, means the condition of
being a Director. The change in status of an Eligible Person among the
categories of Employee, Director and Consultant shall not be deemed a
termination of Employment.

           (i) "Participant" means a person who holds an outstanding Award
granted under the Plan.

           (j)  "Plan" means this 2001 Incentive Stock Plan.

           (k) "Restricted Stock" means an Award of Stock granted to an Eligible
Person pursuant to Article 6 herein.

           (l) "Restriction Period" means the period during which Shares of
Restricted Stock are subject to restrictions or conditions under Article 6.

           (m) "Shares" or "Stock" means the shares of common stock of the
Company.

ARTICLE 3.  SHARES SUBJECT TO THE PLAN

           3.1 NUMBER OF SHARES. Subject to adjustment as provided in Section
3.3 herein, the number of Shares available for grant under the Plan shall not
exceed thirty million (30,000,000) Shares. The Shares granted under this Plan
may be either authorized but unissued or reacquired Shares.

           3.2 LAPSED AWARDS. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, Shares subject to such Award
shall be again available for the grant of an Award under the Plan.

           3.3 ADJUSTMENTS IN AUTHORIZED PLAN SHARES. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, Stock dividend, split-up, Share combina tion, or other change in
the corporate structure of the Company affecting the Shares, an adjust ment
shall be made in the number and class of Shares which may be delivered under the
Plan, as may be determined to be appropriate and equitable by the Board of
Directors, in its sole discretion, to prevent dilution or enlargement of rights.

           No Award may be made under the Plan after December 31, 2005.

ARTICLE 4. ELIGIBILITY AND PARTICIPATION

           4.1 ELIGIBILITY. All Eligible Persons are eligible to participate in
this Plan.



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           4.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Board of Directors may, from time to time, select from all Eligible Persons,
those to whom Awards shall be granted and shall determine the nature and amount
of each Award. No Eligible Person is entitled to receive an Award unless
selected by the Board of Directors.

ARTICLE 5.  STOCK GRANT

           5.1 GRANT OF STOCK. Subject to the terms and provisions of the Plan,
the Board of Directors, at any time and from time to time, may grant Shares of
Stock to Eligible Persons in such amounts and upon such terms and conditions as
the Board of Directors shall determine.

ARTICLE 6. RESTRICTED STOCK

           6.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of
the Plan, the Board of Directors, at any time and from time to time, may grant
Shares of Restricted Stock to Eligible Persons in such amounts and upon such
terms and conditions as the Board of Directors shall determine.

           6.2 RESTRICTED STOCK AGREEMENT. The Board of Directors may require,
as a condition to an Award, that a recipient of a Restricted Stock Award enter
into a Restricted Stock Award Agreement, setting forth the terms and conditions
of the Award. In lieu of a Restricted Stock Award Agreement, the Board of
Directors may provide the terms and conditions of an Award in a notice to the
Participant of the Award, on the Stock certificate representing the Restricted
Stock, in the resolution approving the Award, or in such other manner as it
deems appropriate.

           6.3 TRANSFERABILITY. Except as otherwise provided in this Article 6,
the Shares of Restricted Stock granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Restriction Period established by the Board of Directors, if any.

           6.4 OTHER RESTRICTIONS. The Board of Directors may impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without limitation, a
requirement that Participants pay a stipulated purchase price for each Share of
Restricted Stock and/or restrictions under applicable Federal or state
securities laws; and may legend the certificates representing Restricted Stock
to give appropriate notice of such restrictions. The Company shall also have the
right to retain the certificates representing Shares of Restricted Stock in the
Company's possession until such time as all conditions and/or restrictions
applicable to such Shares have been satisfied.

           6.5 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Article 6, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after
the last day of the Restriction Period and completion of all conditions to
vesting, if any. However, unless otherwise provided by the Board of Directors,
the Board of Directors, in its sole discretion, shall have the right to
immediately waive all or part of the restrictions and conditions with regard to
all or part of the Shares held by any Participant at any time.

           6.6 VOTING RIGHTS, DIVIDENDS AND OTHER DISTRIBUTIONS. During the
Restriction Period, Participants holding Shares of Restricted Stock granted
hereunder may exercise full voting rights and shall receive all regular cash
dividends paid with respect to such Shares. Except as provided in the following
sentence, in the sole discretion of the Board of Directors, other cash dividends
and other distributions paid to Participants with respect to Shares of
Restricted Stock may be subject to the same restrictions and conditions as the
Shares of Restricted Stock with respect to which they were paid. If any such
dividends or distributions are paid in Shares, the Shares shall


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be subject to the same restrictions and conditions as the Shares of Restricted
Stock with respect to which they were paid.

ARTICLE 7. WITHHOLDING

           7.1 TAX WITHHOLDING. The Company shall deduct or withhold an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's employment tax obligations) required by law to be withheld with
respect to any taxable event arising or as a result of this Plan ("Withholding
Taxes").

           7.2 PAYMENT OF WITHHOLDING. With respect to withholding required upon
the lapse of restrictions on Restricted Stock, or upon any other taxable event
hereunder involving the transfer of Stock to a Participant, the Participant
shall be required to remit to the Company an amount in cash sufficient to
satisfy the federal, state and local withholding tax requirements or may direct
the Company to withhold from other amounts payable to the Participant, including
salary.

ARTICLE 8.  LEGAL CONSTRUCTION

           8.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

           8.2 GOVERNING LAW. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Nevada.


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