EX-4.1

                     EMPLOYEE STOCK INCENTIVE PLAN

                         LARGO VISTA GROUP, LTD.
                      EMPLOYEE STOCK INCENTIVE PLAN

     1.  GENERAL PROVISIONS

     1.1  Purpose.

     The Stock Incentive Plan (the "Plan") is intended to allow
designated officers, employees  and certain non-employees (all of whom are
sometimes collectively referred to herein as "Employees") Largo Vista Group,
Ltd., a Nevada corporation ("Largo Vista") and its Subsidiaries (as that term
is defined below) which it may have from time to time (Largo Vista and
such Subsidiaries are referred to herein as the "Company") to receive
certain options ("Stock Options") to purchase  Largo Vista common stock, one
tenth of one cent ($0.001) par value ("Common Stock"), and to receive grants of
Common Stock subject to certain restrictions ("Awards").  As used in this
Plan, the term "Subsidiary" shall mean each corporation which is a "subsidiary
corporation" of Largo Vista 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 Employees with equity-based compensation incentives
to make significant and extraordinary contributions to the long-term growth and
performance of the Company, and to attract and retain 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
Largo Vista (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  Largo Vista Bylaws and of Nevada 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 the Plan:  to
approve the Employees nominated by the management of the Company to be granted
Awards or Stock Options; to determine the number of Awards or Stock Options to
be granted to an Employee; 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; to remove or adjust any
restrictions and conditions upon Awards or Stock Options; 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 to
adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of the Plan.  All interpretations
and constructions of the 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 of the Company, 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 or her estate or heirs may suffer
as a result of his or her responsibilities, obligations or duties in connection
with the 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 the Plan or any
Award or Stock Option granted pursuant to the Plan.

     1.3  Eligibility and Participation.

     Employees eligible under the 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 Employees
to whom Stock Options or Awards 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 Common Stock that may be issued
pursuant to the Plan shall be Ten Million (10,000,000) subject to adjustment
pursuant tothe provisions of paragraph 4.1.  If shares of Common Stock awarded
or issued under the 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 the Plan.  If a Stock Option expires, terminates
or is cancelled for any reason without having been exercised in full, the
shares of Common Stock not purchased thereunder shall again be available for
purposes of the 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 such Employees nominated by the management of the Company as the
Committee, in its discretion, may determine.   Stock Options granted under the
Plan shall constitute "incentive stock options" within the meaning of Section
422 of the Code, if so designated by the Committee on the date of grant.  The
Committee shall also have the discretion to 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 one hundred thousand dollars ($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 such Employee employment by the Company without "Cause" or by
the Employee for "Good Reason," as such terms are defined in paragraph 3.1
hereof.  The holder of a Stock Option shall not be entitled to the privileges
of stock ownership as to any shares of Common Stock not actually issued to
such holder.

     2.2  Purchase Price.

     The purchase price ("Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall be fifty percent (50%) of
the fair market value of the Common Stock on the date of exercise.  For an
employee holding greater than ten percent (10%) of the total voting power of
all stock of the Company, either Common or Preferred, the Exercise Price of an
incentive stock option shall be at least one hundred and ten percent (110%) of
the fair market value of the Common Stock on the date of the grant of the
option.

     2.3  Option Period.

     The Stock Option period (the "Term") shall commence on the date of
grant of the Stock Option and shall be ten (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 Exchange Act exempts persons normally subject to
the reporting requirements of Section 16(a) of the Exchange Act ("Section 16
Reporting Persons") pursuant to a qualified employee stock option plan from the
normal requirement of not selling until at least six (6) 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 paragraph 2.4.2.
Payment may be made (i) in cash, (ii) by cashier's or certified check, (iii) by
surrender of previously owned shares of the Company's Common Stock valued
pursuant to paragraph 2.2 (if the Committee authorizes payment in stock in its
discretion), (iv) by withholding from the Option Shares which would otherwise
beissuable 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, (v) by cashless exercise as
established by Largo Vista or (vi) 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.

     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 (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.  The Company will use reasonable efforts to maintain the effectiveness
of a Registration Statement under the Securities Act 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.

     2.5  Continuous Employment.

      Except as provided in paragraph 2.7 below, an Employee may not
exercise a Stock Option unless from the date of grant to the date of exercise
such Employee remains continuously in the employ of the Company.  For
purposes of this paragraph 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 such Employee is on leave of
absence with the consent of the Company, provided that such leave of absence
shall not exceed three (3) months and that such Employee returns to the employ
of the Company at the expiration of such leave of absence.  If such Employee
fails to return to the employ of the Company at the expiration of such leave of
absence, such 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 such Employee is a member of the Armed Forces of the United States,
provided that such Employee returns to the employ of the Company within ninety
(90) days (or such longer period as may be prescribed by law) from the date
such Employee first becomes entitled to discharge.  If an Employee does not
return to the employ of the Company within ninety (90) days (or such longer
period as may be prescribed by law) from the date such Employee first becomes
entitled to discharge, such Employee's employment with the Company shall be
deemed to have terminated as of the date such 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 the 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 such Employee or by such 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 such Employee shall terminate
as of the date of such termination of employment and shall not be exercisable
thereafter.

     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 paragraph
2.7.1 hereof, (a) all Stock Options to the extent then presently exercisable
by such Employee shall remain exercisable only for a period of ninety (90) days
after the date of such termination of employment (except that the ninety (90)
day period shall be extended to twelve (12) months if the Employee shall
die during such ninety (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 such Employee shall terminate as of
the date of such termination of employment and shall not be exercisable
thereafter.

     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 such Employee attains the
age of sixty-five (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 such 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 the Plan, the Committee shall have
full and complete authority, in its discretion, but subject to the express
provisions of this Plan, to (i) grant Awards pursuant to the Plan, (ii)
determine the number of shares of Common Stock subject to each Award ("Award
Shares"), (iii) 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 Common Stock, which may, in the Committee's discretion,
consist of the delivery of the Employee's promissory note meeting the
requirements of paragraph 2.4.1, (iv) establish and modify performance criteria
for Awards, and (v) make all of the determinations necessary or advisable with
respect to Awards under the Plan.  Each award under the Plan shall consist of a
grant of shares of 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 paragraph 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 forty percent (40%) or
more of the combined voting power of the Company's then outstanding securities,
or (b) on the date the shareholders 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
or her duties to the Company after he or she receives a demand from the Chief
Executive of the Company specifying the manner in which he or she has
Willfully and materially breached such duties, other than any such failure
resulting from Disability of the Employee or his or her 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 or
her 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 ninety
(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 or her executive status prior to the Change of Control or a substantive
change in the officer or officers to whom he or she reports from the officer or
officers to whom he or she 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's requiring the Employee to be based anywhere
outside a 35-mile radius from his or her 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 paragraph 4.12 of the Plan) from a
successor, or the failure of such successor to perform such Assumption
Agreement.

     3.2  Incentive Agreements.

     Each Award granted under the 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 the Plan and other such terms and conditions as the Committee may specify.

     3.3  Waiver of Restrictions.

     The Committee may modify or amend any Award under the Plan or
waive any restrictions or conditions applicable to such Awards; 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 or
her consent.

     3.4  Terms and Conditions of Awards.

     3.4.1  Upon receipt of an Award of shares of Common Stock under
the 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 shareholder with
respect to such shares, subject to the terms and conditions of the Plan and the
Award.

     3.4.2  Except as otherwise provided in this paragraph 3.4, no
shares of Common Stock received pursuant to the 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 Common Stock in violation of this paragraph 3.4.2 shall be
null and void.

    3.4.3  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 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.

     3.4.4  The Committee may require under such terms and conditions
as it deems appropriate or desirable that (i) the certificates for Common
Stock delivered under the Plan are to be held in custody by the Company or a
Person or institution designated by the Company until the Restriction Period
expires, (ii) such certificates shall bear a legend referring to the
restrictions on the Common Stock pursuant to the Plan, and (iii) 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 the 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 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 (5%) 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 (i) upon exercise of the Stock Option, the Employee
shall receive the number and class of shares such Employee would have
received had such Employee been the holder of the number of shares of 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 (ii) upon the lapse of restrictions of the Award Shares, the Employee shall
receive the number and class of shares such 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.

     4.1.2  Upon a reorganization, merger or consolidation of the
Company with one or more corporations as a result of which Largo Vista is not
the surviving corporation or in which Largo Vista 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 shareholders of more than ten percent (10%) 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 ("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:  (i) by
requiring the Employee to tender a cash payment to the Company, (ii) by
withholding from the Employee's salary, (iii) 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 paragraph 2.2) as of the date the
withholding tax obligation arises in an amount which is equal to the Employee's
Tax Liability or (iv) 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 (iii) 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 ("Withholding Election") made
by such Employee at least six months in advance of the withholding of Options
Shares or Award Shares, or (ii) on a day within a ten-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.

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  Amendments and Termination.

     The Board of Directors may at any time suspend, amend or terminate
this Plan.  No amendment, except as provided in paragraph 2.8, or
modification of this Plan may be adopted, except subject to stockholder
approval, which would:  (a) materially increase the benefits accruing to
Employees under this Plan, (b)materially increase the number of securities
which may be issued under this Plan (except for adjustments pursuant to
paragraph 4.1 hereof), or (c) materially modify the requirements as to
eligibility for participation in the 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
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  No Obligation to Continue Employment.

     This Plan and grants 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.

     4.8  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, such Employee shall forfeit all rights and
benefits under this Plan.

     4.9  Term of Plan.

     This Plan was adopted by the Board effective November 1, 2001.  No
Stock Options or Awards may be granted under this Plan after October 31,
2011.

     4.10  Governing Law.

     This Plan shall be construed in accordance with, and governed by,
the laws of the State of Nevada.

     4.11  Approval.

     No Stock Option shall be exercisable, or Award granted, unless and
until the Directors of the Company have approved this Plan and all other
legal requirements have been fully complied with.

     4.12  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 Common Stock awarded to them under the 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;

     (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 paragraph 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession then under
consideration.

     4.13  Compliance With Rule 16b-3.

     Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any provision of the
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.

     IN WITNESS WHEREOF, this Plan has been executed effective as of
the 9th day of November 2001.

Largo Vista Group, Ltd.


By: /s/  Daniel J. Mendez
Daniel J. Mendez, President