Exhibit 4.1

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                                       THE

                          2005 STOCK COMPENSATION PLAN

                                       OF

                                SOYO GROUP, INC.

                             (a Nevada corporation)





















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                                TABLE OF CONTENTS

                                      * * *

                                       THE
                          2005 STOCK COMPENSATION PLAN
                                       OF
                                SOYO GROUP, INC.


SECTION     SUBJECT  PAGE

    1.      Purpose of Plan  ............................................      1

    2.      Stock Subject to the Plan....................................      2

    3.      Administration of the Plan...................................      2
            (a)      General ............................................      2
            (b)      Changes in Law Applicable...........................      5

    4.      Types of Awards Under the Plan...............................      5

    5.      Persons to Whom Options Shall Be Granted.....................      5
            (a)      Nonqualified Options................................      5
            (b)      Incentive Options...................................      5

    6.      Factors to Be Considered in Granting Options.................      5

    7.      Time of Granting Options.....................................      6

    8.      Terms and Conditions of Options..............................      6
            (a)  Number of Shares........................................      6
            (b)  Type of Option..........................................      6
            (c)  Option Period...........................................      6
                 (1)  General............................................      6
                 (2)  Termination of Employment..........................      7
                 (3)  Cessation of Service as Director
                      or Advisor.........................................      7
                 (4)  Disability.........................................      7
                 (5)  Death..............................................      8
                 (6)  Acceleration and Exercise Upon
                      Change of Control..................................      8


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            (d)  Option Prices...........................................     10
                 (1)  Nonqualified Options...............................     10
                 (2)  Incentive Options..................................     11
                 (3)  Determination of Fair Market
                      Value..............................................     11
            (e)  Exercise of Options.....................................     12
            (f)  Nontransferability of Options...........................     12
            (g)  Limitations on 10% Shareholders.........................     13
            (h)  Compliance with Securities Laws.........................     13
            (i)  Additional Provisions...................................     15

    9.      Medium and Time of Payment...................................     15

    10.     Rights as a Shareholder......................................     16

    11.     Optionee's Agreement to Serve................................     16

    12.     Adjustments on Changes in Capitalization.....................     17
            (a)  Changes in Capitalization...............................     17
            (b)  Reorganization, Dissolution or
                 Liquidation.............................................     18
            (c)  Change in Par Value.....................................     18
            (d)  Notice of Adjustments...................................     18
            (e)  Effect Upon Holder of Option............................     19
            (f)  Right of Company to Make Adjustments....................     20

    13.     Investment Purpose...........................................     21

    14.     No Obligation to Exercise Option.............................     21

    15.     Modification, Extension, and Renewal
            of Options   ................................................     21

    16.     Effective Date of the Plan...................................     21

    17.     Termination of the Plan......................................     22

    18.     Amendment of the Plan........................................     22

    19.     Withholding    ..............................................     23

    20.     Indemnification of Committee.................................     23





                                     (iii)
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    21.     Application of Funds.........................................     24

    22.     Governing Law    ............................................     24
























                                      (iv)
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                                       THE
                          2005 STOCK COMPENSATION PLAN
                                       OF
                                SOYO GROUP, INC.

PAGE>


         1.  Purpose of Plan.  This 2005 Stock  Compensation  Plan  ("Plan")  is
intended to  encourage  ownership  of the common  stock of SOYO GROUP,  INC.,  a
Nevada corporation,  ("Company"), by certain officers, directors,  employees and
advisors of the Company or any  Subsidiary  or  Subsidiaries  of the Company (as
hereinafter  defined) in order to provide additional  incentive for such persons
to promote the success and the business of the Company or its  Subsidiaries  and
to encourage them to remain in the employ of the Company or its  Subsidiaries by
providing such persons an opportunity  to benefit from any  appreciation  of the
common  stock of the  Company  through  the  issuance  of stock  options to such
persons in accordance  with the terms of the Plan.  It is further  intended that
options granted  pursuant to this Plan shall  constitute  either incentive stock
options  ("Incentive  Options")  within the  meaning of  Section  422  (formerly
Section  422A) of the Internal  Revenue Code of 1986,  as amended  ("Code"),  or
options which do not constitute  Incentive Options  ("Nonqualified  Options") as
determined by the Committee (as hereinafter  defined) at the time of issuance of
such options.  Incentive  Options and Nonqualified  Options are herein sometimes
referred to  collectively  as "Options." As used herein,  the term Subsidiary or
Subsidiaries shall mean any corporation (other than the employer corporation) in
an unbroken chain of corporations beginning with the employer corporation if, at
the time of granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock  possessing  fifty percent (50%) or
more of the total  combined  voting  power of all classes of stock in one of the
other  corporations  in such  chain.



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         2. Stock  Subject to the Plan.  Subject to  adjustment  as  provided in
Section  12 hereof,  there will be  reserved  for the use upon the  exercise  of
Options to be granted  from time to time under the Plan,  an  aggregate  of five
million (5,000,000) shares of the common stock, par value $0.001, of the Company
("Common  Stock"),  which  shares in whole or in part shall be  authorized,  but
unissued,  shares of the Common  Stock or issued  shares of Common  Stock  which
shall have been reacquired by the Company as determined from time to time by the
Board of  Directors of the Company  ("Board of  Directors").  To  determine  the
number of  shares of Common  Stock  available  at any time for the  granting  of
Options  under the  Plan,  there  shall be  deducted  from the  total  number of
reserved  shares of Common  Stock,  the net number of shares of Common  Stock in
respect of which  Options  have been  granted  pursuant to the Plan which remain
outstanding or which have been  exercised.  If and to the extent that any Option
to purchase  reserved  shares  shall not be  exercised  by the  optionee for any
reason or if such Option to purchase shall  terminate as provided  herein,  such
shares which have not been so purchased  hereunder shall again become  available
for the  purposes  of the Plan unless the Plan shall have been  terminated,  but
such unpurchased  shares shall not be deemed to increase the aggregate number of
shares  specified  above to be reserved  for  purposes  of the Plan  (subject to
adjustment as provided in Section 12 hereof).

         3. Administration of the Plan.

         (a)  General.  The Plan  shall  be  administered  by the full  Board of
Directors or by a Compensation Committee ("Committee") appointed by the Board of
Directors, which Committee shall consist solely of not less than two (2)






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non-employee  Directors.  All references in this Plan to the Committee  shall be
deemed to refer  instead to the full Board of Directors at any time there is not
a committee qualified to act hereunder.  The Board of Directors may from time to
time  appoint  members of the  Committee in  substitution  for or in addition to
members  previously  appointed and may fill vacancies,  however  caused,  in the
Committee.  If the Board of  Directors  does not  designate  a  Chairman  of the
Committee,  the Committee  shall select one of its members as its Chairman.  The
Committee  shall  hold its  meetings  at such  times and places at it shall deem
advisable.  A majority of its members shall  constitute a quorum.  Any action of
the  Committee  shall be taken by a majority vote of its members at a meeting at
which a quorum is  present.  Notwithstanding  the  preceding,  any action of the
Committee may be taken without a meeting by a written  consent  signed by all of
the members, and any action so taken shall be deemed fully as effective as if it
had been taken by a vote of the members  present in person at the  meeting  duly
called and held.  The Committee  may appoint a Secretary,  shall keep minutes of
its meetings,  and shall make such rules and  regulations for the conduct of its
business at it shall deem advisable.

         The Committee  shall have the sole authority and power,  subject to the
express  provisions and limitations of the Plan, to construe the Plan and option
agreements granted hereunder, and to adopt, prescribe,  amend, and rescind rules
and regulations  relating to the Plan, and to make all determinations  necessary
or advisable for administering the Plan, including,  but not limited to, (i) who
shall be granted Options under the Plan, (ii) the term of each Option, (iii) the
number  of  shares  covered  by such  Option,  (iv)  whether  the  Option  shall
constitute an Incentive Option or a Nonqualified  Option, (v) the exercise price
for the purchase of the shares of the Common Stock  covered by the Option,  (vi)
the period during which the Option may be exercised,  (vii) whether the right to



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purchase  the number of shares  covered by the Option  shall be fully  vested on
issuance of the Option so that such shares may be  purchased in full at one time
or whether the right to purchase  such shares shall become  vested over a period
of time so that such shares may only be  purchased in  installments,  and (viii)
the  time  or  times  at  which  Options  shall  be  granted.   The  Committee's
determinations  under the Plan,  including the above enumerated  determinations,
need not be uniform  and may be made by it  selectively  among the  persons  who
receive, or are eligible to receive, Options under the Plan, whether or not such
persons are similarly situated.

         The  interpretation by the Committee of any provision of the Plan or of
any option agreement entered into hereunder with respect to any Incentive Option
shall be in accordance with Section 422 of the Code and the  regulations  issued
thereunder,  as such section or regulations may be amended from time to time, in
order that the rights granted  hereunder and under said option  agreements shall
constitute  "Incentive  Stock Options"  within the meaning of such section.  The
interpretation and construction by the Committee of any provision of the Plan or
of any Option granted hereunder shall be final and conclusive,  unless otherwise
determined by the Board of Directors. No member of the Board of Directors or the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any Option  granted under it. Upon issuing an Option
under the Plan, the Committee shall report to the Board of Directors the name of
the person  granted the Option,  whether the Option is an Incentive  Option or a
Nonqualified Option, the number of shares of Common Stock covered by the Option,
and the terms and conditions of such Option.



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<PAGE>

         (b)  Changes  in Law  Applicable.  If the laws  relating  to  Incentive
Options or Nonqualified Options are changed,  altered or amended during the term
of the Plan, the Board of Directors shall have full authority and power to alter
or amend the Plan with respect to  Incentive  Options or  Nonqualified  Options,
respectively,  to conform to such changes in the law, unless the changes require
shareholder approval.

         4. Type of Awards Under the Plan. Awards under the Plan shall be in the
form of Options.

         5. Persons to Whom Options Shall Be Granted.


         (a) Nonqualified Options. Nonqualified Options shall be granted only to
officers, directors,  employees and advisors of the Company or a Subsidiary who,
in the judgment of the  Committee,  are  responsible  for or  contribute  to the
management or success of the Company or a Subsidiary and who, at the time of the
granting of the Nonqualified Options, are either officers, directors,  employees
or advisors of the Company or a Subsidiary.


         (b)  Incentive  Options.  Incentive  Options  shall be granted  only to
employees of the Company or a Subsidiary  who, in the judgment of the Committee,
are responsible for or contribute to the management or success of the Company or
a Subsidiary and who, at the time of the granting of the Incentive  Option,  are
an  employee  of either the Company or a  Subsidiary  pursuant  to an  effective
employment arrangement.

         6.  Factors  to Be  Considered  in  Granting  Options.  In  making  any
determination  as to persons  to whom  Options  shall be  granted  and as to the
number of shares to be covered by such Options,  the  Committee  shall take into
account the duties and responsibilities of the respective  officers,  directors,
employees, or advisors, their current and potential contributions to the success
of the Company or a Subsidiary,  and such other  factors as the Committee  shall
deem relevant in connection with accomplishing the purpose of the Plan.





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         7. Time of Granting Options.  Neither anything contained in the Plan or
in any  resolution  adopted or to be adopted  by the Board of  Directors  or the
Shareholders  of the  Company  or a  Subsidiary  nor  any  action  taken  by the
Committee shall constitute the granting of any Option. The granting of an Option
shall be effected only when a written  Option  Agreement  acceptable in form and
substance to the Committee, subject to the terms and conditions hereof including
those set forth in  Section 8 hereof,  shall  have been duly  executed  by or on
behalf of the Company. No person shall have any rights under the Plan until such
time, if any, as a written Option Agreement shall have been duly executed as set
forth in this Section 7.

         8. Terms and  Conditions of Options.  All Options  granted  pursuant to
this  Plan  must be  granted  within  ten (10)  years  from the date the Plan is
adopted  by the  Board  of  Directors  of the  Company.  Each  Option  Agreement
governing an Option granted hereunder shall be subject to at least the following
terms and  conditions,  and shall contain such other terms and  conditions,  not
inconsistent therewith, that the Committee shall deem appropriate:

         (a) Number of Shares.  Each Option  shall state the number of shares of
Common Stock which it represents.

         (b) Type of Option.  Each Option shall state  whether it is intended to
be an Incentive Option or a Nonqualified Option.

         (c) Option Period.

         (1) General. Each Option shall state the date upon which it is granted.
Each Option  shall be  exercisable  in whole or in part during such period as is
provided  under the terms of the Option  subject to any vesting period set forth




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in the Option, but in no event shall an Option be exercisable either in whole or
in part after the expiration of ten (10) years from the date of grant.


         (2) Termination of Employment.  Except as otherwise provided in case of
Disability (as hereinafter defined),  death or Change of Control (as hereinafter
defined), no Option shall be exercisable after an optionee who is an employee of
the Company or a Subsidiary ceases to be employed by the Company or a Subsidiary
as an employee;  provided,  however,  that the Committee shall have the right in
its sole  discretion,  but not the  obligation,  to extend the  exercise  period
following  the  date of  termination  of such  optionee's  employment;  provided
further,  however,  that no Option shall be exercisable  after the expiration of
ten (10) years from the date it is granted.


         (3)  Cessation  of Service as Director or Advisor.  Except as otherwise
provided in case of Disability,  death or Change of Control,  no Option shall be
exercisable  after an optionee who was a director or advisor of the Company or a
Subsidiary  ceases to be a director or advisor of the  Company or a  Subsidiary;
provided,  however,  that  the  Committee  shall  have  the  right  in its  sole
discretion,  but not the obligation, to extend the exercise period following the
date such  optionee  ceases to be a  director  or  advisor  of the  Company or a
Subsidiary; provided further, however, that no Option shall be exercisable after
the expiration of ten (10) years from the date it is granted.

         (4) Disability.  If an optionee's employment is terminated by reason of
the permanent  and total  Disability of such optionee or if an optionee who is a
director or advisor of the Company or a Subsidiary ceases to serve as a director
or advisor by reason of the permanent and total Disability of such optionee, the



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<PAGE>

Committee shall have the right in its sole  discretion,  but not the obligation,
to  extend  the  exercise  period  following  the  date  of  termination  of the
optionee's  employment  or the date such  optionee  ceases to be a  director  or
advisor  of the  Company  or a  Subsidiary,  as the case may be,  subject to the
condition that no Option shall be  exercisable  after the expiration of ten (10)
years  from  the  date it is  granted.  For  purposes  of this  Plan,  the  term
"Disability" shall mean the inability of the optionee to fulfill such optionee's
obligations  to the Company or a Subsidiary  by reason of any physical or mental
impairment  which can be  expected to result in death or which has lasted or can
be expected to last for a continuous  period of not less than twelve (12) months
as determined by a physician acceptable to the Committee in its sole discretion.

         (5) Death.  If an optionee dies while in the employ of the Company or a
Subsidiary,  or while  serving  as a director  or  advisor  of the  Company or a
Subsidiary,  and shall not have fully exercised  Options granted pursuant to the
Plan,  such  Options may be exercised in whole or in part at any time within one
(1) year after the optionee's  death, by the executors or  administrators of the
optionee's  estate or by any  person or  persons  who shall  have  acquired  the
Options  directly from the optionee by bequest or  inheritance,  but only to the
extent that the  optionee  was  entitled to exercise  such Option at the date of
such  optionee's  death,  subject  to the  condition  that no  Option  shall  be
exercisable after the expiration of ten (10) years from the date it is granted.


         (6) Acceleration  and Exercise Upon Change of Control.  Notwithstanding
the preceding  provisions of this Section 8(c), if any Option  granted under the
Plan provides for either (a) an  incremental  vesting period whereby such Option
may only be exercised in  installments  as such  incremental  vesting  period is



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<PAGE>

satisfied  or (b) a delayed  vesting  period  whereby  such  Option  may only be
exercised  after the  lapse of a  specified  period  of time,  such as after the
expiration of one (1) year,  such vesting period shall be  accelerated  upon the
occurrence of a Change of Control (as hereinafter  defined) of the Company, or a
threatened  Change of Control of the Company as determined by the Committee,  so
that such Option shall thereupon become  exercisable  immediately in part or its
entirety by the holder thereof,  as such holder shall elect. For the purposes of
this Plan, a "Change of Control" shall be deemed to have occurred if:



         (i) Any "person",  including a "group" as determined in accordance with
Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act") and the
Rules and Regulations  promulgated thereunder,  is or becomes,  through one or a
series of  related  transactions  or  through  one or more  intermediaries,  the
beneficial  owner,  directly  or  indirectly,   of  securities  of  the  Company
representing  25% or more of the  combined  voting power of the  Company's  then
outstanding  securities,  other than a person who is such a beneficial  owner on
the effective date of the Plan and any affiliate of such person;

         (ii) As a  result  of,  or in  connection  with,  any  tender  offer or
exchange  offer,  merger  or  other  business  combination,  sale of  assets  or
contested   election,   or  any   combination  of  the  foregoing   transactions
("Transaction"),  the  persons  who were  Directors  of the  Company  before the
Transaction  shall cease to  constitute  a majority of the Board of Directors of
the Company or any successor to the Company;


         (iii)  Following the effective  date of the Plan, the Company is merged
or  consolidated  with  another  corporation  and as a result of such  merger or
consolidation  less  than  40%  of  the  outstanding  voting  securities  of the



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surviving or resulting  corporation  shall then be owned in the aggregate by the
former  stockholders of the Company,  other than (x) any party to such merger or
consolidation, or (y) any affiliates of any such party;


         (iv) A tender offer or exchange offer is made and  consummated  for the
ownership of securities of the Company  representing 25% or more of the combined
voting power of the Company's then outstanding voting securities; or

         (v) The Company transfers more than 50% of its assets, or the last of a
series of  transfers  results in the  transfer of more than 50% of the assets of
the Company,  to another  corporation that is not a wholly-owned  corporation of
the Company.  For purposes of this subsection  8(c)(6)(v),  the determination of
what  constitutes more than 50% of the assets of the Company shall be determined
based on the sum of the values  attributed to (i) the Company's real property as
determined by an independent  appraisal thereof,  and (ii) the net book value of
all other  assets of the Company,  each taken as of the date of the  Transaction
involved.

         In addition,  upon a Change of Control,  any Options previously granted
under the Plan to the extent not already  exercised may be exercised in whole or
in part either  immediately or at any time during the term of the Option as such
holder shall elect.

         (d) Option Prices.


         (1) Nonqualified Options. The purchase price or prices of the shares of
the Common Stock which shall be offered to any person under the Plan and covered
by a Nonqualified  Option shall be the price  determined by the Committee at the
time of granting of the  Nonqualified  Option,  which price shall be one hundred
percent  (100%)  of the fair  market  value of the  Common  Stock at the time of
granting  the  Nonqualified  Option  or  such  other  purchase  price  as may be
determined by the Committee at the time of granting the Nonqualified Option.




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<PAGE>

         (2) Incentive  Options.  The purchase  price or prices of the shares of
the Common Stock which shall be offered to any person under the Plan and covered
by an Incentive  Option shall be one hundred  percent  (100%) of the fair market
value of the Common Stock at the time of granting the  Incentive  Option or such
higher  purchase  price as may be  determined  by the  Committee  at the time of
granting the Incentive Option.

         (3) Determination of Fair Market Value.  During such time as the Common
Stock of the Company is not listed upon an established stock exchange,  the fair
market value per share shall be deemed to be the closing bid price of the Common
Stock on The Nasdaq Stock Market ("Nasdaq") on the day the Option is granted, as
reported by Nasdaq, if the Common Stock is so quoted,  and if not so quoted, the
average  of the "bid" and "ask"  prices of the  Common  Stock on the  Electronic
Bulletin  Board on the day the Option is granted,  as  reported by the  National
Association  of Securities  Dealers,  Inc. If the Common Stock is listed upon an
established stock exchange or exchanges,  such fair market value shall be deemed
to be the closing price of the Common Stock on such stock  exchange or exchanges
on the day the  Option  is  granted  or, if no sale of the  Common  Stock of the
Company shall have been made on an  established  stock  exchange on such day, on
the next  preceding day on which there was a sale of such stock.  If there is no
market price for the Common Stock, then the Board of Directors and the Committee
may,  after taking all relevant  facts into  consideration,  determine  the fair
market value of the Common Stock.






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         (e) Exercise of Options. To the extent that a holder of an Option has a
current  right to  exercise,  the Option may be  exercised  from time to time by
written  notice to the Company at its principal  place of business.  Such notice
shall state the election to exercise  the Option,  the number of whole shares in
respect of which it is being exercised, shall be signed by the person or persons
so  exercising  the  Option,  and shall  contain any  investment  representation
required by Section 8(i) hereof.  Such notice shall be accompanied by payment of
the full purchase  price of such shares and by the Option  Agreement  evidencing
the Option.  In addition,  if the Option shall be exercised  pursuant to Section
8(c)(4)  or  Section  8(c)(5)  hereof by any  person or  persons  other than the
optionee,  such notice shall also be  accompanied  by  appropriate  proof of the
right of such  person or persons to  exercise  the  Option.  The  Company  shall
deliver  a  certificate  or  certificates  representing  such  shares as soon as
practicable  after the  aforesaid  notice and  payment of such  shares  shall be
received.  The certificate or certificates for the shares as to which the Option
shall have been so exercised  shall be  registered  in the name of the person or
persons so exercising the Option. In the event the Option shall not be exercised
in full,  the  Secretary of the Company shall endorse or cause to be endorsed on
the Option  Agreement the number of shares which has been  exercised  thereunder
and the number of shares that  remains  exercisable  under the Option and return
such Option Agreement to the holder thereof.


         (f)  Nontransferability  of Options.  An Option granted pursuant to the
Plan shall be exercisable only by the optionee or the optionee's court appointed
guardian as set forth in Section  8(c)(4) hereof during the optionee's  lifetime
and shall not be assignable or  transferable  by the optionee  otherwise than by
Will,  the laws of descent and  distribution,  or as  permitted by the rules and
regulations  of the  Securities  and  Exchange  Commission.  An  Option  granted



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pursuant to the Plan shall not be assigned,  pledged or  hypothecated in any way
(whether  by  operation  of law or  otherwise  other  than by Will,  the laws of
descent and  distribution,  or as permitted by the rules and  regulations of the
Securities  and  Exchange  Commission)  and shall not be subject  to  execution,
attachment,  or similar process.  Any attempted  transfer,  assignment,  pledge,
hypothecation,  or other  disposition  of any  Option or of any  rights  granted
thereunder  contrary to the  foregoing  provisions  of this Section 8(f), or the
levy of any attachment or similar  process upon an Option or such rights,  shall
be null and void.

         (g) Limitations on 10%  Shareholders.  If required by law or regulation
applicable to the Company,  no Incentive Option may be granted under the Plan to
any individual who, immediately before such Incentive Option was granted,  would
own more than ten percent (10%) of the total  combined  voting power or value of
all  classes  of  stock  of the  Company  ("10%  Shareholder")  unless  (i) such
Incentive  Option is granted at an option  price not less than one  hundred  ten
percent  (110%) of the fair market value of the shares on the day the  Incentive
Option is granted  and (ii) such  Incentive  Option  expires on a date not later
than five (5) years from the date the Incentive Option is granted.





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         (h)  Compliance  with  Securities  Laws.  The  Plan and the  grant  and
exercise  of  the  rights  to  purchase  shares  hereunder,  and  the  Company's
obligations  to sell and deliver  shares upon the exercise of rights to purchase
shares,  shall be subject to all  applicable  federal,  foreign  and state laws,
rules and  regulations,  and to such approvals by any regulatory or governmental
agency as may, in the opinion of counsel for the Company, be required, and shall
also be subject to all  applicable  rules and  regulations of any stock exchange
upon which the Common  Stock of the Company  may then be listed.  At the time of
exercise  of any Option,  the  Company  may require the  optionee to execute any
documents  or take any action  which may then be  necessary  to comply  with the
Securities  Act of 1933,  as  amended  ("Securities  Act"),  and the  rules  and
regulations  promulgated  thereunder,  or any other applicable  federal or state
laws regulating the sale and issuance of securities,  and the Company may, if it
deems  necessary,  include  provisions in the stock option  agreements to assure
such  compliance.  The Company may, from time to time,  change its  requirements
with respect to enforcing  compliance  with federal and state  securities  laws,
including the request for and enforcement of letters of investment intent,  such
requirements  to be  determined  by the Company in its  judgment as necessary to
assure  compliance  with said laws. Such changes may be made with respect to any
particular  Option or stock issued upon exercise  thereof.  Without limiting the
generality of the  foregoing,  if the Common Stock  issuable upon exercise of an
Option  granted under the Plan is not registered  under the Securities  Act, the
Company at the time of exercise may require that the  registered  owner  execute
and  deliver  an  investment  representation  agreement  to the  Company in form
acceptable to the Company and its counsel, and the Company may place a legend on
the certificate  evidencing such Common Stock  restricting the transfer thereof,
which legend shall be substantially as follows:

         THE SHARES OF COMMON  STOCK  REPRESENTED  BY THIS  CERTIFICATE
         HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN
         ACQUIRED FOR THE PRIVATE  INVESTMENT  OF THE HOLDER HEREOF AND
         MAY NOT BE OFFERED,  SOLD OR  TRANSFERRED  UNTIL  EITHER (i) A
         REGISTRATION  STATEMENT  UNDER  SUCH  SECURITIES  ACT OR  SUCH
         APPLICABLE  STATE  SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE
         WITH REGARD  THERETO,  OR (ii) THE COMPANY SHALL HAVE RECEIVED
         AN  OPINION  OF  COUNSEL  ACCEPTABLE  TO THE  COMPANY  AND ITS
         COUNSEL THAT  REGISTRATION  UNDER SUCH  SECURITIES ACT OR SUCH
         APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
         WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.




                                       14
<PAGE>

         (i) Additional  Provisions.  The Option Agreement  authorized under the
Plan shall contain such other  provisions as the Committee shall deem advisable,
including, without limitation, restrictions upon the exercise of the Option. Any
such Option  Agreement  with respect to an Incentive  Option shall  contain such
limitations and restrictions  upon the exercise of the Incentive Option as shall
be necessary  in order that the Option will be an  "Incentive  Stock  Option" as
defined in Section 422 of the Code.


         9. Medium and Time of Payment.  The purchase price of the shares of the
Common  Stock as to which the Option  shall be  exercised  shall be paid in full
either (i) in cash at the time of exercise of the Option,  (ii) by  tendering to
the Company shares of the Company's  Common Stock having a fair market value (as
of the date of  receipt of such  shares by the  Company)  equal to the  purchase
price for the number of shares of Common  Stock  purchased,  or (iii)  partly in
cash and partly in shares of the  Company's  Common  Stock valued at fair market
value as of the date of receipt of such shares by the Company.  Cash payment for
the shares of the Common Stock purchased upon exercise of the Option shall be in
the form of either a cashier's check,  certified check or money order.  Personal
checks may be submitted, but will not be considered as payment for the shares of
the Common Stock  purchased  and no  certificate  for such shares will be issued



                                       15
<PAGE>

until the personal check clears in normal banking channels.  If a personal check
is not paid upon presentment by the Company,  then the attempted exercise of the
Option will be null and void.  In the event the optionee  tenders  shares of the
Company's Common Stock in full or partial payment for the shares being purchased
pursuant  to the  Option,  the  shares  of  Common  Stock so  tendered  shall be
accompanied by fully executed stock powers endorsed in favor of the Company with
the  signature  on such stock power  being  guaranteed.  If an optionee  tenders
shares,  such  optionee  assumes  sole  and  full  responsibility  for  the  tax
consequences, if any, to such optionee arising therefrom, including the possible
application of Code Section 424(c), or its successor Code section, which negates
any  nonrecognition  of income rule with respect to such transferred  shares, if
such  transferred  shares have not been held for the minimum  statutory  holding
period to receive preferential tax treatment.

         10.  Rights as a  Shareholder.  The  holder of an Option  shall have no
rights as a shareholder  with respect to the shares  covered by the Option until
the due  exercise  of the Option and the date of  issuance  of one or more stock
certificates  to such holder for such shares.  No  adjustment  shall be made for
dividends  (ordinary  or  extraordinary,  whether in cash,  securities  or other
property) or distributions or other rights for which the record date is prior to
the date such stock  certificate  is issued,  except as  provided  in Section 12
hereof.


         11. Optionee's  Agreement to Serve.  Each employee  receiving an Option
shall,  as one of the terms of the Option  Agreement,  agree that such  employee
will remain in the employ of the Company or Subsidiary  for a period of at least
one (1) year  from  the  date on which  the  Option  shall  be  granted  to such
employee,  and that such  employee  will,  during such  employment,  devote such
employee's time, energy, and skill to the service of the Company or a Subsidiary
as may be required by the management thereof, subject to vacations, sick leaves,
and military absences. Such employment, subject to the provisions of any written
contract between the Company or a Subsidiary and such employee,  shall be at the
pleasure of the Board of Directors of the Company or a  Subsidiary,  and at such
compensation  as the Company or a Subsidiary  shall  reasonably  determine.  Any
termination of such employee's  employment  during the period which the employee
has agreed pursuant to the foregoing  provisions of this Section 11 to remain in



                                       16
<PAGE>

employment  that is either for cause or  voluntary  on the part of the  employee
shall be deemed a violation by the employee of such employee's agreement. In the
event of such  violation,  any Option or Options held by such  employee,  to the
extent not theretofore  exercised,  shall forthwith terminate,  unless otherwise
determined by the Committee.  Notwithstanding the preceding,  neither the action
of the Company in establishing  the Plan nor any action taken by the Company,  a
Subsidiary or the Committee  under the  provisions  hereof shall be construed as
granting the optionee the right to be retained in the employ of the Company or a
Subsidiary, or to limit or restrict the right of the Company or a Subsidiary, as
applicable,  to  terminate  the  employment  of any employee of the Company or a
Subsidiary, with or without cause.

         12. Adjustments on Changes in Capitalization.


         (a)  Changes in  Capitalization.  The number of shares of Common  Stock
covered  by the Plan,  the  number of shares  of Common  Stock  covered  by each
outstanding  Option and the exercise  price per share thereof  specified in each
such Option  shall be  proportionately  adjusted for any increase or decrease in
the number of issued  shares of Common  Stock of the  Company  resulting  from a
subdivision or  consolidation  of shares or the payment of a stock dividend (but
only on the Common  Stock) or any other  increase  or  decrease in the number of
shares effected  without receipt of  consideration by the Company after the date
the Option is granted,  so that upon exercise of the Option,  the optionee shall



                                       17
<PAGE>

receive  the same  number of shares the  optionee  would have  received  had the
optionee been the holder of all shares  subject to such  optionee's  outstanding
Option  immediately  before the  effective  date of such change in the number of
issued shares of the Common Stock of the Company.

         (b)  Reorganization,  Dissolution  or  Liquidation.  A  dissolution  or
liquidation of the Company or a merger or  consolidation in which the Company is
not the surviving  corporation shall cause each outstanding  Option to terminate
as of a date to be fixed by the Committee (which date shall be as of or prior to
the  effective  date  of any  such  dissolution  or  liquidation  or  merger  or
consolidation); provided, that not less than thirty (30) days' written notice of
the date so fixed as such termination date shall be given to each optionee,  and
each optionee  shall, in such event,  have the right,  during the said period of
thirty (30) days preceding such  termination  date, to exercise such  optionee's
Option in whole or in part in the manner herein set forth.

         (c) Change in Par Value.  In the event of a change in the Common  Stock
of the Company as presently constituted,  which change is limited to a change of
all of its authorized  shares with par value into the same number of shares with
a different par value or without par value, the shares resulting from any change
shall be deemed to be the Common Stock within the meaning of the Plan.


         (d) Notice of Adjustments. To the extent that the adjustments set forth
in the foregoing  paragraphs of this Section 12 relate to stock or securities of
the Company,  such  adjustments,  if any, shall be made by the Committee,  whose
determination in that respect shall be final,  binding and conclusive,  provided
that each Incentive  Option granted  pursuant to this Plan shall not be adjusted
in a manner that causes the  Incentive  Option to fail to continue to qualify as
an "Incentive  Stock Option"  within the meaning of Section 422 of the Code. The
Company  shall give timely notice of any  adjustments  made to each holder of an
Option under this Plan and such  adjustments  shall be effective  and binding on
the optionee.



                                       18
<PAGE>

         (e) Effect  Upon  Holder of Option.  Except as  hereinbefore  expressly
provided  in this  Section  12, the holder of an Option  shall have no rights by
reason of any  subdivision or  consolidation  of shares of stock of any class or
the  payment of any stock  dividend  or any other  increase  or  decrease in the
number  of  shares  of  stock  of  any  class  by  reason  of  any  dissolution,
liquidation, merger, reorganization,  or consolidation, or spin-off of assets or
stock of another corporation. Any issue by the Company of shares of stock of any
class, or securities  convertible  into shares of stock of any class,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of  shares  of  Common  Stock  subject  to the  Option.  Without
limiting the  generality  of the  foregoing,  no  adjustment  shall be made with
respect to the number or price of shares subject to any Option granted hereunder
upon the occurrence of any of the following events:

         (1) The grant or exercise of any other  options which may be granted or
exercised  under any  qualified or  nonqualified  stock option plan or under any
other  employee  benefit plan of the  Company,  whether or not such options were
outstanding on the date of grant of the Option or thereafter granted;

         (2) The sale of any shares of Common Stock in the Company's  initial or
any subsequent public offering,  including, without limitation, shares sold upon
the  exercise  of  any  overallotment  option  granted  to  the  underwriter  in
connection with such offering;






                                       19
<PAGE>

         (3) The issuance,  sale or exercise of any warrants to purchase  shares
of Common Stock,  whether or not such warrants were  outstanding  on the date of
grant of the Option or thereafter issued;

         (4)  The  issuance  or  sale  of  rights,  promissory  notes  or  other
securities  convertible into shares of Common Stock in accordance with the terms
of such securities ("Convertible  Securities"),  whether or not such Convertible
Securities  were  outstanding  on the  date  of  grant  of the  Option  or  were
thereafter issued or sold;

         (5) The issuance or sale of Common Stock upon conversion or exchange of
any Convertible Securities,  whether or not any adjustment in the purchase price
was made or  required to be made upon the  issuance or sale of such  Convertible
Securities and whether or not such  Convertible  Securities were  outstanding on
the date of grant of the Option or were thereafter issued or sold; or

         (6) Upon any  amendment  to or  change  in the  terms of any  rights or
warrants to subscribe  for or purchase,  or options for the purchase of,  Common
Stock or Convertible  Securities or in the terms of any Convertible  Securities,
including,  but not limited to, any extension of any expiration date of any such
right,  warrant or option, any change in any exercise or purchase price provided
for in any such right,  warrant or option,  any  extension  of any date  through
which any Convertible Securities are convertible into or exchangeable for Common
Stock  or any  change  in the  rate at  which  any  Convertible  Securities  are
convertible into or exchangeable for Common Stock.


         (f)  Right of  Company  to Make  Adjustments.  The  grant of an  Option
pursuant  to the Plan  shall  not  affect  in any way the  right or power of the
Company to make adjustments,  reclassifications,  reorganizations, or changes of



                                       20
<PAGE>

its capital or business  structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or assets.

         13. Investment Purpose.  Each Option under the Plan shall be granted on
the condition that the purchase of the shares of stock  thereunder  shall be for
investment  purposes,  and not with a view to resale or distribution;  provided,
however,  that in the  event the  shares of stock  subject  to such  Option  are
registered  under the  Securities Act or in the event a resale of such shares of
stock without such registration  would otherwise be permissible,  such condition
shall be inoperative if in the opinion of counsel for the Company such condition
is  not  required  under  the  Securities  Act  or  any  other  applicable  law,
regulation, or rule of any governmental agency.

         14. No Obligation to Exercise  Option.  The granting of an Option shall
impose no obligation upon the optionee to exercise such Option.

         15.  Modification,  Extension  and Renewal of  Options.  Subject to the
terms and conditions  and within the  limitations of the Plan, the Committee and
the Board of Directors may modify,  extend or renew outstanding  Options granted
under the Plan,  or accept the surrender of  outstanding  Options (to the extent
not theretofore exercised).  Notwithstanding the foregoing,  the Company may not
modify any  outstanding  Options  so as to specify a lower  price nor accept the
surrender of  outstanding  Options and  authorize the granting of new Options in
substitution  therefor specifying a lower price.  Further, no modification of an
Option shall, without the consent of the optionee, alter or impair any rights or
obligations under any Option theretofore granted under the Plan.






                                       21
<PAGE>

         16.  Effective Date of the Plan. The Plan shall become effective on the
date of execution hereof, which date is the date the Board of Directors approved
and adopted the Plan ("Effective Date"); provided,  however, if the Shareholders
of the Company  shall not have  approved the Plan by the  requisite  vote of the
Shareholders  within twelve (12) months after the Effective  Date, then the Plan
shall  terminate  and all  Options  theretofore  granted  under  the Plan  shall
terminate and be null and void.

         17.  Termination  of the Plan.  This  Plan  shall  terminate  as of the
expiration  of ten (10) years from the  Effective  Date.  Options may be granted
under this Plan at any time and from time to time prior to its termination.  Any
Option outstanding under the Plan at the time of its termination shall remain in
effect until the Option shall have been exercised or shall have expired.


         18.  Amendment of the Plan.  The Plan may be  terminated at any time by
the Board of Directors of the  Company.  The Board of Directors  may at any time
and from time to time without  obtaining the approval of the Shareholders of the
Company or a Subsidiary, modify or amend the Plan (including such form of Option
Agreement as hereinabove  mentioned) in such respects as it shall deem advisable
in order that the Incentive  Options  granted under the Plan shall be "Incentive
Stock Options" as defined in Section 422 of the Code or to conform to any change
in the law, or in any other  respect  which  shall not  change:  (a) the maximum
number of shares  for which  Options  may be granted  under the Plan,  except as
provided in Section 12 hereof;  or (b) the periods  during which  Options may be
granted or exercised;  or (c) the provisions  relating to the  determination  of
persons to whom Options  shall be granted and the number of shares to be covered
by such Options;  or (d) the provisions  relating to adjustments to be made upon





                                       22
<PAGE>

changes in  capitalization.  The termination or any modification or amendment of
the Plan shall not,  without the consent of the person to whom any Option  shall
theretofore  have been  granted,  affect that  person's  rights  under an Option
theretofore  granted to such person. With the consent of the person to whom such
Option was  granted,  an  outstanding  Option may be  modified or amended by the
Committee  in such manner as it may deem  appropriate  and  consistent  with the
requirements and purpose of this Plan applicable to the grant of a new Option on
the date of modification or amendment.

         19.  Withholding.  Whenever an optionee  shall  recognize  compensation
income as a result of the  exercise of any Option  granted  under the Plan,  the
optionee  shall remit in cash to the Company or Subsidiary the minimum amount of
federal  income and  employment  tax  withholding,  if any, which the Company or
Subsidiary is required to remit to the United States Internal Revenue Service in
accordance with the then current provisions of the Code. The full amount of such
withholding  shall be paid by the  optionee  simultaneously  with  the  award or
exercise of an Option, as applicable.


         20.  Indemnification of Committee.  In addition to such other rights of
indemnification  as they may have as Directors  or as members of the  Committee,
the members of the Committee  shall be  indemnified  by the Company  against the
reasonable  expenses,   including  attorneys'  fees,  actually  and  necessarily
incurred in connection with the defense of any action,  suit or proceedings,  or
in  connection  with any appeal  therein,  to which they or any of them may be a
party by reason of any action  taken or  failure  to act under or in  connection
with the Plan or any Option granted thereunder,  and against all amounts paid by
them in settlement  thereof (provided such settlement is approved by independent
legal  counsel  selected by the  Company) or paid by them in  satisfaction  of a
judgment in any such action,  suit or proceeding,  except in relation to matters



                                       23
<PAGE>

as to which it shall be adjudged in such action,  suit or  proceeding  that such
Committee  member is liable for gross  negligence  or wilful  misconduct  in the
performance  of  his  duties;   provided  that  within  sixty  (60)  days  after
institution of any such action,  suit or proceeding a Committee  member shall in
writing  offer the Company the  opportunity,  at its own expense,  to pursue and
defend the same.


         21. Application of Funds. The proceeds received by the Company from the
sale of Common  Stock  pursuant to Options  granted  hereunder  will be used for
general corporate purposes.


         22.  Governing  Law.  This Plan shall be governed by and  construed  in
accordance with the laws of the  jurisdiction of  incorporation  of the Company.


         EXECUTED effective this 18th day of February, 2005. SOYO GROUP, INC.



                                                              By:
                                                                 Ming Chok, CEO


ATTEST:










                                       24