Exhibit
      4.1

    


    


    INVICTA
      GROUP INC.

    


    FISCAL
      2005 AMENDED AND RESTATED EQUITY COMPENSATION PLAN.

    


     

    


    INVICTA
      GROUP INC., a Nevada corporation (the "Company"), this 6th
      day of
      October, 2005, hereby adopts Fiscal 2005 Amended and Restated Equity
      Compensation Plan (the "Plan"), originally adopted on January 7, 2005. Under
      the
      Plan, the Company may issue shares of the Company's common stock or grant
      options to acquire the Company's common stock, par value $0.0001 (the "Stock"),
      from time to time to consultants or advisors of the Company or its subsidiaries,
      all on the terms and conditions set forth herein. In addition, at the discretion
      of the Board of Directors, Shares may from time to time be granted under this
      Plan to other individuals, including consultants or advisors, who contribute
      to
      the success of the Company or its subsidiaries, provided that bona fide services
      shall be rendered by consultants and advisors, and such services must not be
      in
      connection with the offer or sale of securities in a capital-raising
      transaction.

    


    1.        
      Purpose
      of the Plan.

    


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

    


    2.        
      Administration
      of this Plan.

    


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

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

    


    3.        
      Shares
      of Stock Subject to this Plan.

    


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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7.        
      Exercise
      Price.

    


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

    


    8.        
      Payment
      of Exercise Price.

     

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

    


    9.        
      Dilution
      or Other Adjustment.

    


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

    


    10.       
      Options
      to Foreign Nationals.

     

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

    


    11.      
      Listing
      and Registration of Shares.

    


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

    


    12.      
      Expiration
      and Termination of this Plan.

    


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

    


    13.      
      Amendment
      of this Plan.

    


    This
      Plan
      may not be amended more than once during any six month period, other than to
      comport with changes in the Code or the Employee Retirement Income Security
      Act
      or the rules and regulations promulgated thereunder. The Plan Administrators
      may
      modify and amend this Plan in any respect; provided, however, that to the extent
      such amendment or modification would cause this Plan to no longer comply with
      the applicable provisions of the Code governing incentive stock options as
      they
      may be amended from time to time, such amendment or modification shall also
      be
      approved by the shareholders of the Company.

    


    


    ATTEST:

    


    /s/
      William G. Forhan

    William
      G. Forhan

    President,
      Co-Chairman
      and CEO 

     

     

    
      
        
        

      

      
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