Exhibit 4.1

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

1.    GENERAL PROVISIONS.

      1.1 PURPOSE.  This September  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,
no 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.


<PAGE>

      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 Five  Hundred  Million
(500,000,000),  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.


                                       2

<PAGE>

      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.


                                       3
<PAGE>


      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.


                                       4
<PAGE>

      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.


                                       5
<PAGE>

            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.

      "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.


                                       6
<PAGE>

      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,  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.


                                       7
<PAGE>

            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:

            (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.


                                       8
<PAGE>

      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).


                                       9
<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  September
21,  2004.  No Stock  Options  or Awards  may be  granted  under this Plan after
September 21, 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;

            (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;


                                       10
<PAGE>

            (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 September
21, 2004.


                                    AXIA GROUP, INC.

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


                                       11