UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EXPRESSO EXPRESS, INC.
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(Exact name of registrant as specified in its charter)

Texas
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(State or other jurisdiction of incorporation or organization)

76-0676168
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(I.R.S. Employer Identification No.)

618 Cardiff, Irvine, CA 92606
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(Address of Principal Executive Offices) (Zip Code)

2001 STOCK INCENTIVE PLAN
-----------------------------
(Full title of the plan)

Jennifer Baker - President
618 Cardiff, Irvine, CA 92606
(949) 862-5842
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(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

- ----------------------------------------------------------------------------------------

Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Aggregate Offering Registration
Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------
$0.0001 par value 2,000,000 $0.0001897 $379.40 $1.00
Common Stock
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Totals 2,000,000 $0.0001897 $379.40 $1.00
- ----------------------------------------------------------------------------------------

(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.

(2) Calculated solely for the purpose of this offering under Rule
457(h)(1) of the Securities Act of 1933, as amended, on the
basis of the book value of such securities computed as of the
latest practicable date prior to the date of filing the
registration statement.

PROSPECTUS

EXPRESSO EXPRESS, INC.
618 Cardiff, Irvine, CA 92606
(949) 862-5842

(2,000,000 SHARES OF COMMON STOCK)

This Prospectus relates to the offer and sale by EXPRESSO
EXPRESS, INC. ("EXPRESSO") a Texas corporation (the "Company") of
shares of its Common Stock, $0.0001 par value (the "Common Stock")
pursuant to its 2001 STOCK INCENTIVE PLAN. The Company is
registering hereunder and then issuing upon receipt of adequate
consideration therefore to its employees, officers, directors or
consultants shares of the Common Stock in consideration for
services rendered or to be rendered and payments made under the 2001
STOCK INCENTIVE PLAN.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is November 30, 2001.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

GENERAL PLAN INFORMATION

TITLE OF THE PLAN AND NAME OF THE REGISTRANT

The registrant, EXPRESSO EXPRESS, INC., whose principal offices are
located at 618 Cardiff, Irvine, CA 92606, shall offer its securities
pursuant to its 2001 STOCK INCENTIVE PLAN.

GENERAL NATURE AND PURPOSES OF THE PLAN

The purpose of the Expresso Express, Inc. 2001 Stock Incentive Plan
(hereinafter referred to as the "Plan") is to assist in attracting
and retaining highly competent key employees, non-employee directors
and consultants and to act as an incentive in motivating key
employees, non-employee directors, legal counsel and consultants of
Expresso Express, Inc. and its Subsidiaries (as defined below) to
achieve long-term corporate objectives.

The Plan has been approved by the Board of Directors (hereinafter
referred to as the "Board") of Expresso Express, Inc. (hereinafter
referred to as the "Company"), to be effective as of October 03,
2001 (the "Effective Date"). The Plan is intended to be a broad
based plan which all employees of the Company are eligible for, and
grants to be made to management personnel and members of the board
of directors shall not exceed 50% of the total number of shares
issuable under the Plan. Therefore the Plan does not require
shareholder approval pursuant to applicable rules and regulations
of the NASDAQ Stock Market. The Plan shall remain in effect until
terminated by action of the Board. A copy of the 2001 STOCK
INCENTIVE PLAN has been filed as an exhibit to this
Registration Statement.

The Board shall have complete power and authority to amend
the Plan at any time without the authorization or approval of the
Company's stockholders, unless the amendment (i) materially
increases the benefits accruing to Participants under the Plan,
(ii) materially increases the aggregate number of securities that
may be issued under the Plan or (iii) materially modifies the
requirements as to eligibility for participation in the Plan, but
in each case only to the extent then required by the Code or
applicable law, or deemed necessary or advisable by the Board.
No termination or amendment of the Plan may, without the consent
of the Participant to whom any Award shall theretofore have been
granted under the Plan, materially adversely affect the right of
such individual under such Award.

The Board shall have the right and the power to terminate the
Plan at any time. No Award shall be granted under the Plan after
the termination of the Plan, but the termination of the Plan
shall not have any other effect and any Award outstanding at the
time of the termination of the Plan may be exercised after
termination of the Plan at any time prior to the expiration date
of such Award to the same extent such Award would have been
exercisable had the Plan not been terminated.

ERISA

The Plan IS NOT subject to any provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").

ADDITIONAL INFORMATION

This Prospectus is not part of any Registration Statement which
was filed and been effective under the Securities Act of 1933
as amended (the Act) and does not contain all of the
information set forth in the Registration Statement, certain
portions of which have seen offered pursuant to the rules
and regulations promulgated by the U.S. Securities and
Exchange Commission (the "Commission") under the Securities Act.
The statements in this Prospectus as to the contents of any
contracts or other documents filed as an exhibit to either the
Registration Statement or other filings of the Company with the
Commission are qualified in their entirety by the reference
thereto. A copy of any document or part thereof incorporated by
reference in this Prospectus but not delivered herewith will be
furnished without charge upon written or oral request. Requests
should be addressed to: EXPRESSO EXPRESS, INC., 92 Corporate Park,
Ste. C #273, Irvine, CA 92606-5106, telephone (949) 862-5842.

The Company is subject to the reporting requirements of the
Exchange Act and in accordance therewith files reports and
other information with the Commission. These reports as well
as the proxy statements, information statements and other
information filed by the Company under the Exchange Act
may be reviewed and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street
N.C. Washington D.C. 20549. Copies may be obtained at
the prescribed rates.

No person has been authorized to give any information
or to make any representation, other than those contained
in this Prospectus, and if given or made, such other
information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not
constitute an offer or a solicitation by anyone in any
state in which such is not authorized or in which the person
making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation.

Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication
that there has not been a change in the affairs of the
Company since the date hereof.

PLAN ADMINISTRATION

The Plan shall be administered by a committee of the Board
(the "Committee") comprised of at least one person. The
Committee shall have exclusive and final authority in each
determination, interpretation or other action affecting the Plan
and its Participants. The Committee shall have the sole
discretionary authority to interpret the Plan, to establish and
modify administrative rules for the Plan, to impose such
conditions and restrictions on Awards as it determines
appropriate, and to take such steps in connection with the Plan
and Awards granted hereunder as it may deem necessary or
advisable. The Committee may, subject to compliance with
applicable legal requirements, with respect to Participants who
are not subject to Section 16(b) of the Exchange Act, delegate
such of its powers and authority under the Plan as it deems
appropriate to designated officers or employees of the Company.
In addition, the Board may exercise any of the authority
conferred upon the Committee hereunder. In the event of any such
delegation of authority or exercise of authority by the Board,
references in the Plan to the Committee shall be deemed to refer
to the delegate of the Committee or the Board, as the case may
be.

SECURITIES TO BE OFFERED

The total number of shares initially authorized to be issued
under the Plan shall be 2,000,000 shares of Common Stock upon
effectiveness of this registration Statement. The number of
shares available for issuance under the Plan shall be subject to
adjustment in accordance with Section 9.7 of the Expresso Express,
Inc. 2001 Stock Incentive Plan. The shares to be offered under
the Plan shall be authorized and unissued shares of Common Stock,
or issued shares of Common Stock which will have been reacquired
by the Company.

EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

Participants in the Plan shall be such key employees,
consultants, legal counsel and non-employee directors of the
Company and its Subsidiaries, whether or not members of the Board,
as the Committee, in its sole discretion, may designate from time
to time. The Committee's designation of a Participant in any year
shall not require the Committee to designate such person to
receive Awards in any other year. The designation of a Participant
to receive an Award under one portion of the Plan does not require
the Committee to include such Participant under other portions of
the Plan. The Committee shall consider such factors, as it deems
pertinent in selecting Participants and in determining the types
and amounts of their respective Awards. Subject to adjustment in
accordance with Section 9.7 of the Expresso Express, Inc. 2001
Stock Incentive Plan. , during any fiscal year no Participant
shall be granted Awards in respect of more than 500,000 shares of
Common Stock.

PURCHASE OF SECURITIES PURSUANT TO THE PLAN

Regarding any options to purchase shares or stock of acquired
companies, the following policy shall be in force: After any
merger in which the Company or a Subsidiary shall be a surviving
corporation, the Committee may grant substituted options under
the provisions of the Plan, pursuant to Section 424 of the Code,
replacing old options granted under a plan of another party to
the merger whose shares of stock subject to the old options may
no longer be issued following the merger. The manner of application
of the foregoing provisions to such options and any appropriate
adjustments shall be determined by the Committee in its sole
discretion. Any such adjustments may provide for the elimination of
any fractional shares which might otherwise become subject to any
Options.

RESALE RESTRICTIONS

With regards to Restricted Share Awards , none of the Restricted
Shares may be sold, assigned, pledged, hypothecated or transferred
without Registration under the Securities Act of 1933 as amended or
exemption there from. It is anticipated that at the time of
issuance the Company will have in effect a Registration Statement
on Form S-8 or such other comparable form such that the Restricted
Shares will be registered for resale upon issuance.

Upon expiration or earlier termination of the forfeiture period
without a forfeiture and the satisfaction of or release from any
other conditions prescribed by the Committee, or at such earlier
time as provided under the provisions of Section 7.3 of the Expresso
Express, Inc. 2001 Stock Incentive Plan., the restrictions applicable
to the Restricted Shares shall lapse. As promptly as administratively
feasible thereafter, subject to the requirements of Section 9.5 of
the Expresso Express, Inc. 2001 Stock Incentive Plan, the Company
shall deliver to the Participant or, in case of the Participant's
death, to the Participant's Beneficiary, one or more share certificates
for the appropriate number of shares of Common Stock, free of all such
restrictions, except for any restrictions that may be imposed by law.

TAX EFFECTS OF PLAN PARTICIPATION

The Expresso Express, Inc. 2001 Stock Incentive Plan is not a
qualified plan under Section 401(a) of the Internal Revenue Code.

The Company shall be entitled, if the Committee deems it necessary
or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding or other tax
required by law to be withheld or paid by the Company with respect
to any amount payable and/or shares issuable under such
Participant's Award and the Company may defer payment of cash or
issuance of shares upon exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for any
such tax. The amount of such withholding or tax payment shall be
determined by the Committee and shall be payable by the Participant
at such time as the Committee determines in accordance with the
following rules:

(a) The Participant shall have the right to elect to meet his or
her withholding requirement (i) by having withheld from such Award
at the appropriate time that number of shares of Common Stock,
rounded up to the next whole share, the Fair Market Value of which
is equal to the amount of withholding taxes due, (ii) by direct
payment to the Company in cash of the amount of any taxes required
to be withheld with respect to such Award or (iii) by a combination
of withholding such shares and paying cash.

(b) The Committee shall have the discretion as to any Award to
cause the Company to pay to tax authorities for the benefit of the
applicable Participant, or to reimburse such Participant for, the
individual taxes which are due on the grant, exercise or vesting of
any Award or the lapse of any restriction on any Award (whether by
reason of such Participant's filing of an election under Section 83
(b) of the Code or otherwise), including, but not limited to, Federal
income tax, state income tax, local income tax and excise tax under
Section 4999 of the Code, as well as for any such taxes as may be
imposed upon such tax payment or reimbursement.

(c) In the case of Participants who are subject to Section 16 of
the Exchange Act, the Committee may impose such limitations and
restrictions as it deems necessary or appropriate with respect to
the delivery or withholding of shares of Common Stock to meet tax
withholding obligations.

INVESTMENT OF FUNDS

Not Applicable

WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST

Unless otherwise provided below or in Section 8.3 of the Expresso
Express, Inc. 2001 Stock Incentive Plan., in the case of a
Participant's Termination of Employment prior to the end of an
Award Period, the Participant will not have earned any Performance
Awards for that Award Period.

If a Participant's Termination of Employment is because of
Retirement prior to the end of an Award Period, the Participant
will not be paid any Performance Award, unless the Committee, in
its sole and exclusive discretion, determines that an Award should
be paid. In such a case, the Participant shall be entitled to
receive a pro-rata portion of his or her Award as determined under
subsection (d) of Section 8.2 of the Expresso Express, Inc. 2001
Stock Incentive Plan.

If a Participant's Termination of Employment is due to death
or to disability (as determined in the sole and exclusive
discretion of the Committee) prior to the end of an Award Period,
the Participant or the Participant's personal representative
shall be entitled to receive a pro-rata share of his or her Award
as determined under subsection (d) of Section 8.2 of the Expresso
Express, Inc. 2001 Stock Incentive Plan.

The amount of any payment to be made to a participant whose
employment is terminated by Retirement, death or disability
(under the circumstances described in subsections (b) and (c))
will be the amount determined by multiplying (i) the amount of the
Performance Award that would have been earned through the end of
the Award Period had such employment not been terminated by (ii)
a fraction, the numerator of which is the number of whole months
such Participant was employed during the Award Period, and the
denominator of which is the total number of months of the Award
Period. Any such payment made to a Participant whose employment
is terminated prior to the end of an Award Period shall be made at
the end of such Award Period, unless otherwise determined by the
Committee in its sole discretion. Any partial payment previously
made or credited to a deferred account for the benefit of a
Participant in accordance with Section 8.1 (d) of the Expresso
Express, Inc. 2001 Stock Incentive Plan, shall be subtracted from
the amount otherwise determined as payable as provided in
Section 8.2(d) of the Expresso Express, Inc. 2001 Stock
Incentive Plan.

Notwithstanding anything to the contrary in this Article VIII,
the Committee may, in its sole and exclusive discretion, determine
to pay all or any portion of a Performance Award to a Participant
who has terminated employment prior to the end of an Award Period
under certain circumstances (including the death, disability or
Retirement of the Participant or a material change in
circumstances arising after the Date of Grant), subject to such
terms and conditions as the Committee shall deem appropriate.

Except as provided in Section 7.1(c) of the Expresso Express,
Inc. 2001 Stock Incentive Plan, in the case of Restricted
Shares, a Participant's rights and interest under the Plan may
not be assigned or transferred other than by will or the laws
of descent and distribution and, during the lifetime of a
Participant, only the Participant personally (or the
Participant's personal representative) may exercise rights under
the Plan. The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under
the Plan following the death of the Participant.

FORFEITURES AND PENALTIES

With regards to any awards of Restricted shares, the following
holds true:

Subject to Sections 7.2(b) and 7.3 of the Expresso Express,
Inc. 2001 Stock Incentive Plan, Restricted Shares shall be
forfeited and returned to the Company and all rights of the
Participant with respect to such Restricted Shares shall
terminate unless the Participant continues in the service of
the Company or a Subsidiary as an employee until the expiration
of the forfeiture period for such Restricted Shares and satisfies
any and all other conditions set forth in the Award Agreement.
The Committee shall determine the forfeiture period (which may,
but need not, lapse in installments) and any other terms and
conditions applicable with respect to any Restricted Share
Award.

Notwithstanding anything contained in this Article VII to the
contrary, the Committee may, in its sole discretion, waive the
forfeiture period and any other conditions set forth in any Award
Agreement under appropriate circumstances (including the death,
disability or Retirement of the Participant or a material change
in circumstances arising after the date of an Award) and subject
to such terms and conditions (including forfeiture of a
proportionate number of the Restricted Shares) as the Committee
shall deem appropriate.

CHARGES AND DEDUCTIONS AND LEINS THEREFOR

Not Applicable

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION

A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus
or any document required to be delivered pursuant to Rule 428(b)
under the Securities Act will be furnished without charge upon
written or oral request. Requests should be addressed to: EXPRESSO
EXPRESS, INC., 92 Corporate Park, Ste. C #273, Irvine, CA 92606-5106,
telephone (949) 862-5842.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by EXPRESSO EXPRESS, INC. (the
"Company") under the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated herein by reference:

(a) The Company's latest Form 8-K/A Amended Current
Report, filed with the SEC on November 20, 2001.

(b) The Company's Form 8-K/A Amended Current Report,
filed with the SEC on November 08, 2001.

(d) The Company's 10QSB Quarterly Report, filed with
the SEC on October 02, 2001.

(e) The Company's 10QSB Quarterly Report, filed with
the SEC on July 31, 2001.

(f) The description of the Company's Common Stock
contained in the Company's Registration Statement
filed on May 08, 2001 with the SEC under the
Exchange Act and subsequent amendments and reports
filed to update such description.

(g) All other reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Exchange Act
since November 20, 2001; and

All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the
filing of such documents.

Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained in a subsequently filed document which is also
incorporated by reference herein modified or superseded such
statement.

Item 4. DESCRIPTION OF SECURITIES

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Bylaws of the Registrant provide for indemnification to the
fullest extent allowed under the Texas Business Corporations Act.
Generally,under this Act, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than action
by or any right of the corporation, by reason of the fact that
such person was a director, officer, employee or agent of the
corporation, against expenses, including reasonable attorney's
fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the
indemnified person shall have had no reason to believe the conduct
committed was unlawful. It is the position of the Securities and
Exchange Commission that indemnification against liabilities for
violations of the federal securities laws, rules and regulations
is against public policy.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8. EXHIBITS

Exhibit Number Description

4.1 2001 Stock Incentive Plan*

4.2 Stock Grant Agreement*

5.0 Opinion of William Stocker, Esq.
Re Legality of the Securities
Registered*

15.0 Not Applicable

23.0 Consent of William Stocker, Esq.
Special Counsel to the
Registrant, filed as part
of Exhibit 5 hereof*

24.0 Not Applicable

99.0 Not Applicable

*Filed herewith

Item 9. UNDERTAKINGS

The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Company pursuant to
the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other that the payment by the Company of expenses incurred or
paid by a director, officer, or controlling person of
the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or
controlling person of the Company in the successful defense of
that action suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement or
amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irvine, State of
California, on the 30th day of November, 2001.

EXPRESSO EXPRESS, INC.

By: /s/ Jennifer Baker
Jennifer Baker, President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Dated
--------- ----- -----

By: /s/ Jennifer Baker Director November 30, 2001
Jennifer Baker

By: /s/ Simon Gaunt Director November 30, 2001
Simon Gaunt

EXHIBIT INDEX

EXHIBIT 4.1

EXPRESSO EXPRESS, INC. 2001 STOCK INCENTIVE PLAN

ARTICLE 1.

PURPOSE AND ADOPTION OF THE PLAN

1.1. Purpose. The purpose of the Expresso Express, Inc. 2001 Stock
Incentive Plan (hereinafter referred to as the "Plan") is to assist
in attracting and retaining highly competent key employees,
non-employee directors and consultants and to act as an incentive
in motivating key employees, non-employee directors, legal counsel
and consultants of Expresso Express, Inc. and its Subsidiaries (as
defined below)to achieve long-term corporate objectives.

1.2. Adoption and Term. The Plan has been approved by the Board of
Directors (hereinafter referred to as the "Board") of Expresso
Express, Inc. (hereinafter referred to as the "Company"), to be
effective as of October 03, 2001 (the "Effective Date"). The Plan
is intended to be a broad based plan which all employees of the
Company are eligible for, and grants to be made to management
personnel and members of the board of directors shall not exceed
50% of the total number of shares issuable under the Plan.
Therefore the Plan does not require shareholder approval pursuant
to applicable rules and regulations of the NASDAQ Stock Market.
The Plan shall remain in effect until terminated by action of the
Board.

ARTICLE II.

DEFINITIONS

For the purposes of this Plan, capitalized terms shall have the
following meanings:

2. 1. Award means any grant to a Participant of one or more of a
combination of Restricted Shares described in Article VII and
Performance Awards described in Article VIII.

2.2. Award Agreement means a written agreement between the
Company and a Participant or a written notice from the Company to
a Participant specifically setting forth the terms and conditions
of an Award granted under the Plan.

2.3. Award Period means, with respect to an Award, the period of
time set forth in the Award Agreement during which specified target
performance goals must be achieved or other conditions set forth in
the Award Agreement must be satisfied.

2.4. Beneficiary means an individual, trust or estate who or which,
by a written designation of the Participant filed with the Company
or by operation of law, succeeds to the rights and obligations of
the Participant under the Plan and an Award Agreement upon the
Participant's death.

2.5. Board means the Board of Directors of the Company.

2.6. Change in Control means, and shall be deemed to have occurred
upon the occurrence of, any one of the following events:

(a) The acquisition in one or more transactions by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a "Person") of beneficial ownership (within
the meaning of Rule l3d-3 promulgated under the Exchange Act) of
shares or other securities (as defined in Section 3(a)(10) of the
Exchange Act) representing 30% or more of either (I) the Outstanding
Common Stock or (ii) the Company Voting Securities; provided,
however, that a Change in Control as defined in this clause (a)
shall not be deemed to occur in connection with any acquisition by
the Company, an employee benefit plan of the Company or any Person
who immediately prior to the Effective Date is a holder of
Outstanding Common Stock or Company Voting Securities (a "Current
Stockholder") so long as such acquisition does not result
in any Person other than the Company, such employee benefit
plan or such Current Stockholder beneficially owning shares or
securities representing 30% or more of either the Outstanding
Common Stock or Company Voting Securities; or

(b) Any election has occurred of persons as directors of the
Company that causes two-thirds or more of the Board to consist of
persons other than (i) persons who, were members of the Board on
the Effective Date and (ii) persons who were nominated by the
Board for election as members of the Board at a time when at least
two-thirds of the Board consisted of persons who were members of
the Board on the Effective Date; provided, however, that any person
nominated for election by the Board when at least two-thirds of
the members of the Board are persons described in subclause (i)
or (ii) and persons who were themselves previously nominated in
accordance with this clause (b) shall, for this purpose, be
deemed to have been nominated by a Board composed of persons
described in subclause (ii); or

(c) Approval by the stockholders of the Company of a
reorganization, merger, consolidation or similar transaction
(a "Reorganization Transaction"), in each case, unless,
immediately following such Reorganization Transaction, more
than 50% of, respectively, the outstanding shares of common
stock (or similar equity security) of the corporation or other
entity resulting from or surviving such Reorganization
Transaction and the combined voting power of the securities
of such corporation or other entity entitled to vote generally
in the election of directors, is then beneficially owned, directly
or indirectly, by the individuals and entities who were the
respective beneficial owners of the Outstanding Common Stock and
the Company Voting Securities immediately prior to such
Reorganization Transaction in substantially the same proportions
as their ownership of the Outstanding Common Stock and Company
Voting Securities immediately prior to such Reorganization
Transaction; or

(d) Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or
other disposition of all or substantially all of the assets of the
Company to a corporation or other entity, unless, with respect to
such corporation or other entity, immediately following such sale
or other disposition more than 50% of, respectively, the
outstanding shares of common stock (or similar equity security)
of such corporation or other entity and the combined voting power
of the securities of such corporation or other entity entitled
to vote generally in the election of directors, is then
beneficially owned, directly or indirectly, by the individuals
and entities who were the respective beneficial owners of the
Outstanding Common Stock and the Company Voting Securities
immediately prior to such sale or disposition in substantially
the same proportions as their ownership of the Outstanding
Common Stock and Company Voting Securities immediately prior to
such sale or disposition.

2.7 Code means the Internal Revenue Code of 1986, as amended.
References to a section of the Code include that section and any
comparable section or sections of any future legislation that
amends, supplements or supersedes said section.

2.8 Committee means the committee established in accordance with
Section 3.1.

2. 9. Company means Expresso Express, Inc., a Texas Corporation,
and its successors.

2.10 Common Stock means Common Stock of the Company, par value
$0.0001 per share.

2.11. Company Voting Securities means the combined voting power
of all outstanding securities of the Company entitled to, vote
generally in the election of directors of the Company.

2.12. Date of Grant means the date designated by the Committee as
the date as of which it grants an Award, which shall not be
earlier than the date on which the Committee approves the granting
of such Award.

2.13. Effective Date shall have the meaning given to such term in
Section 1.2.

2.14. Exchange Act means the Securities Exchange Act of 1934, as
amended.

2.15. Merger means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar
effect involving the Company.

2.16. Non-Employee Director means a member of the Board who (i) is
not currently an officer or otherwise employed by the Company or a
parent or a subsidiary of the Company, (ii) does not receive
compensation directly or indirectly from the Company or a parent or
a subsidiary of the Company for services rendered as a consultant or
in any capacity other than as a director, except for an amount for
which disclosure would not be required pursuant to Item 404(a) of
Regulation S-K, (iii) does not possess an interest in any other
transaction for which disclosure would be required pursuant to
Item 404(a) of Regulation S-K, and (iv) is not engaged in a business
relationship for which disclosure would be required pursuant to Item
35*.0025404(b) of Regulation S-K.

2.17. Outstanding Common Stock means, at any time, the issued and
outstanding shares of Common Stock.

2.18. Participant means a person designated to receive an Award
under the Plan in accordance with Section 5. 1.

2.19. Performance Awards means Awards granted in accordance with
Article VIII.

2.20. Plan means the Expresso Express, Inc., 2001 Stock Incentive
Plan as described herein, as the same may be amended from time to
time.

2.21 Restricted Shares means Common Stock subject to restrictions
imposed in connection with Awards granted under Article VII.

2.22. Retirement means early or normal retirement under a pension
plan or arrangement of the Company or one of its Subsidiaries in
which the Participant participates.

2.23. Subsidiary means a subsidiary of the Company within the
meaning of Section 424(f)of the Code.

2.24. Termination of Employment means the voluntary or involuntary
termination of a Participant's employment with the Company or a
Subsidiary for any reason, including death, disability, retirement
or as the result of the divestiture of the Participant's employer
or any similar transaction in which the Participant's employer
ceases to be the Company or one of its Subsidiaries. Whether entering
military or other government service shall constitute Termination of
Employment, or whether a Termination of Employment shall occur as a
result of disability, shall be determined in each case by the
Committee in its sole discretion. In the case of a consultant who is
not an employee of the Company or a Subsidiary, Termination of
Employment shall mean voluntary or involuntary termination of the
consulting relationship for any reason. In the case of a
Non-Employee Director, Termination of Employment shall mean voluntary
or involuntary termination, non-election, removal or other act which
results in such Non-Employee Director no longer serving in such
capacity.

ARTICLE III.

ADMINISTRATION

3.1. Committee. The Plan shall be administered by a committee of
the Board (the "Committee") comprised of at least one person. The
Committee shall have exclusive and final authority in each
determination, interpretation or other action affecting the Plan and
its Participants. The Committee shall have the sole discretionary
authority to interpret the Plan, to establish and modify
administrative rules for the Plan, to impose such conditions and
restrictions on Awards as it determines appropriate, and to take
such steps in connection with the Plan and Awards granted hereunder
as it may deem necessary or advisable. The Committee may, subject
to compliance with applicable legal requirements, with respect to
Participants who are not subject to Section 16(b) of the Exchange
Act, delegate such of its powers and authority under the Plan as
it deems appropriate to designated officers or employees of the
Company. In addition, the Board may exercise any of the authority
conferred upon the Committee hereunder. In the event of any such
delegation of authority or exercise of authority by the Board,
references in the Plan to the Committee shall be deemed to refer
to the delegate of the Committee or the Board, as the case may be.

ARTICLE IV.

4.1. Number of Shares Issuable. The total number of shares
initially authorized to be issued under the Plan shall be 2,000,000
shares of Common Stock. The number of shares available for issuance
under the Plan shall be subject to adjustment in accordance with
Section 9.7. The shares to be offered under the Plan shall be
authorized and unissued shares of Common Stock, or issued shares of
Common Stock which will have been reacquired by the Company.

ARTICLE V.

PARTICIPATION

5.1. Eligible Participants. Participants in the Plan shall be
such key employees, consultants, legal counsel and non- employee
directors of the Company and its Subsidiaries, whether or not
members of the Board, as the Committee, in its sole discretion,
may designate from time to time. The Committee's designation of a
Participant in any year shall not require the Committee to
designate such person to receive Awards in any other year. The
designation of a Participant to receive an Award under one portion
of the Plan does not require the Committee to include such
Participant under other portions of the Plan. The Committee shall
consider such factors, as it deems pertinent in selecting
Participants and in determining the types and amounts of their
respective Awards. Subject to adjustment in accordance with
Section 9.7, during any fiscal year no Participant shall be granted
Awards in respect of more than 500,000 shares of Common Stock.

ARTICLE VI.

INTENTIONALLY LEFT BLANK

ARTICLE VII.

RESTRICTED SHARES

7.1. Restricted Share Awards. The Committee may grant to any
Participant an Award of such number of shares of Common Stock on
such terms, conditions and restrictions, whether based on
performance standards, periods of service, retention by the
Participant of ownership of purchased or designated shares of
Common Stock or other criteria, as the Committee shall establish.
It is not a criteria of the Plan that the Restricted Shares be
issued pursuant to any specific criteria. With respect to
performance-based Awards of Restricted Shares intended to qualify
for deductibility under Section 162(m) of the Code, performance
targets will include specified levels of one or more of operating
income, return or investment, return on stockholders' equity,
earnings before interest, taxes, depreciation and amortization
and/or earnings per share. The terms of any RestrictedShare Award
granted under this Plan shall be set forth in an Award Agreement
which shall contain provisions determined by the Committee and not
inconsistent with this Plan.

(a) Issuance of Restricted Shares. As soon as practicable after
the Date of Grant of a Restricted Share Award by the Committee,
the Company shall cause to be transferred on the books of the
Company or its agent, shares of Common Stock, registered on behalf
of the Participant, evidencing the Restricted Shares covered by the
Award, subject to forfeiture to the Company as of the Date of Grant
if an Award Agreement with respect to the Restricted Shares covered
by the Award is not duly executed by the Participant and timely
returned to the Company. All shares of Common Stock covered by
Awards under this Article VII shall be subject to the restrictions,
terms and conditions contained in the Plan and the applicable Award
Agreements entered into by the appropriate Participants. Until the
lapse or release of all restrictions applicable to an Award of
Restricted Shares the share certificates representing such
Restricted Shares may be held in custody by the Company, its
designee, or, if the certificates bear a restrictive legend, by the
Participant. Upon the lapse or release of all restrictions with
respect to an Award as described in Section 7.1 (d), one or more
share certificates, registered in the name of the Participant,
for an appropriate number of shares as provided in Section 7.1 (d),
free of any restrictions set forth in the Plan and the related
Award Agreement (however subject to any restrictions that may be
imposed by law) shall be delivered to the Participant.

(b) Stockholder Rights. Beginning on the Date of Grant of a
Restricted Share Award and subject to execution of the related
Award Agreement as provided in Section 7.1 (a), and except as
otherwise provided in such Award Agreement, the Participant shall
become a stockholder of the Company with respect to all shares
subject to the Award Agreement and shall have all of the rights
of a stockholder, including, but not limited to, the right to
vote such shares and the right to receive dividends; provided,
however, that any shares of Common Stock distributed as a
dividend or otherwise with respect to any Restricted Shares
as to which the restrictions have not yet lapsed, shall be
subject to the same restrictions as such Restricted Shares
and held or restricted as provided in Section 7.1 (a).

(c) Registration of Shares. None of the Restricted Shares may
be sold, assigned, pledged, hypothecated or transferred without
Registration under the Securities Act of 1933 as amended or
exemption there from. It is anticipated that at the time of
issuance the Company will have in effect a Registration
Statement on Form S-8 or such other comparable form such that
the Restricted Shares will be registered for resale upon
issuance.

(d) Delivery of Shares Upon Vesting. Upon expiration or earlier
termination of the forfeiture period without a forfeiture and the
satisfaction of or release from any other conditions prescribed
by the Committee, or at such earlier time as provided under the
provisions of Section 7.3, the restrictions applicable to the
Restricted Shares shall lapse. As promptly as administratively
feasible thereafter, subject to the requirements of Section 9.5,
the Company shall deliver to the Participant or, in case of the
Participant's death, to the Participant's Beneficiary, one or more
share certificates for the appropriate number of shares of Common
Stock, free of all such restrictions, except for any restrictions
that may be imposed by law.

7.2. Terms of Restricted Shares.

(a) Forfeiture of Restricted Shares. Subject to Sections 7.2(b)
and 7.3, Restricted Shares shall be forfeited and returned to the
Company and all rights of the Participant with respect to such
Restricted Shares shall terminate unless the Participant continues
in the service of the Company or a Subsidiary as an employee until
the expiration of the forfeiture period for such Restricted Shares
and satisfies any and all other conditions set forth in the Award
Agreement. The Committee shall determine the forfeiture period
(which may, but need not, lapse in installments) and any other
terms and conditions applicable with respect to any Restricted
Share Award.

(b) Waiver of Forfeiture Period. Notwithstanding anything
contained in this Article VII to the contrary, the Committee may,
in its sole discretion, waive the forfeiture period and any other
conditions set forth in any Award Agreement under appropriate
circumstances (including the death, disability or Retirement of the
Participant or a material change in circumstances arising after the
date of an Award) and subject to such terms and conditions
(including forfeiture of a proportionate number of the Restricted
Shares) as the Committee shall deem appropriate.

7.3. Change in Control. Unless otherwise provided by the Committee
in the applicable Award Agreement, in the event of a Change in Control,
all restrictions applicable to the Restricted Share Award shall
terminate fully and the Participant shall immediately have the right
to the delivery of share certificates for such shares in accordance
with Section 7.1 (d).

ARTICLE VIII.

PERFORMANCE AWARDS

8.1. Performance Awards.

(a) Award Periods and Calculations of Potential Incentive
Amounts. The Committee may grant Performance Awards to
Participants. A Performance Award shall consist of the right to
receive a payment (measured by the Fair Market Value of a specified
number of shares of Common Stock, increases in such Fair Market
Value during the Award Period and/or a fixed cash amount) contingent
upon the extent to which certain predetermined performance
targets have been met during an Award Period. Performance Awards
may be made in conjunction with, or in addition to, Restricted Share
Awards made under Article VII. The Award Period shall be two or more
fiscal or calendar years as determined by the Committee. The
Committee, in its discretion and under such terms as it deems
appropriate, may permit newly eligible employees, such as those who
are promoted or newly hired, to receive Performance Awards after an
Award Period has commenced.

(b) Performance Targets. The performance targets may include such
goals related to the performance of the Company and/or the
performance of a Participant as may be established by the Committee
in its discretion. In the case of Performance Awards intended to
qualify for deductibility under Section 162(m) of the Code, the
targets will include specified levels of one or more of operating
income, return on investment, return on stockholders' equity,
earnings before interest, taxes, depreciation and amortization
and/or earnings per share. The performance targets established by
the Committee may vary for different Award Periods and need not be
the same for each Participant receiving a Performance Award in an
Award Period. Except to the extent inconsistent with the
performance-based compensation exception under Section 162(m)
of the Code, in the case of Performance Awards granted to employees
to whom such section is applicable, the Committee, in its discretion,
but only under extraordinary circumstances as determined by the
Committee, may change any prior determination of performance targets
for any Award Period at any time prior to the final determination
of the value of a related Performance Award when events or
transactions occur to cause such performance targets to be an
inappropriate measure of achievement.

(c) Earning Performance Awards. The Committee, on or as soon as
practicable after the Date of Grant, shall prescribe a formula
to determine the percentage of the applicable Performance Award
to be earned based upon the degree of attainment of performance
targets.

(d) Payment of Earned Performance Awards. Payments of earned
Performance Awards shall be made in cash or shares of Common
Stock or a combination of cash and shares of Common Stock, in
the discretion of the Committee. The Committee, in its sole
discretion, may provide such terms and conditions with respect
to the payment of earned Performance Awards, as it may deem
desirable.

8.2. Terms of Performance Awards.

(a) Termination of Employment. Unless otherwise provided
below or in Section 8.3, in the case of a Participant's
Termination of Employment prior to the end of an Award Period,
the Participant will not have earned any Performance Awards
for that Award Period.

(b) Retirement. If a Participant's Termination of Employment
is because of Retirement prior to the end of an Award Period,
the Participant will not be paid any Performance Award, unless
the Committee, in its sole and exclusive discretion, determines
that an Award should be paid. In such a case, the Participant
shall be entitled to receive a pro-rata portion of his or her
Award as determined under subsection (d) of this Section 8.2.

(c) Death or Disability. If a Participant's Termination of
Employment is due to death or to disability (as determined in
the sole and exclusive discretion of the Committee) prior to
the end of an Award Period, the Participant or the
Participant's personal representative shall be entitled to
receive a pro-rata share of his or her Award as determined
under subsection (d) of this Section 8.2.

(d) Pro-Rata Payment. The amount of any payment to be made
to a participant whose employment is terminated by Retirement,
death or disability (under the circumstances described in
subsections (b) and (c)) will be the amount determined by
multiplying (i) the amount of the Performance Award that would
have been earned through the end of the Award Period had such
employment not been terminated by (ii) a fraction, the
numerator of which is the number of whole months such Participant
was employed during the Award Period, and the denominator of
which is the total number of months of the Award Period. Any
such payment made to a Participant whose employment is terminated
prior to the end of an Award Period shall be made at the end of
such Award Period, unless otherwise determined by the Committee
in its sole discretion. Any partial payment previously made or
credited to a deferred account for the benefit of a Participant
in accordance with Section 8. 1 (d) of the Plan shall be
subtracted from the amount otherwise determined as payable as
provided in this Section 8.2(d).

(e) Other Events. Notwithstanding anything to the contrary
in this Article VIII, the Committee may, in its sole and
exclusive discretion, determine to pay all or any portion of a
Performance Award to a Participant who has terminated employment
prior to the end of an Award Period under certain circumstances
(including the death, disability or Retirement of the Participant
or a material change in circumstances arising after the Date of
Grant), subject to such terms and conditions as the Committee
shall deem appropriate.

8.3. Change in Control. Unless otherwise provided by the
Committee in the applicable Award Agreement, in the event of a
Change in Control, all Performance Awards for all Award Periods
shall immediately become fully payable to all Participants and
shall be paid to Participants within thirty (30) days after
such Change in Control.

ARTICLE IX.

TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

9.1. Plan Provisions Control Award Terms. The terms of the Plan
shall govern all Awards granted under the Plan, and in no event
shall the Committee have the power to grant any Award under the
Plan the terms of which are contrary to any of the provisions of
the Plan. In the event any provision of any Award granted under
the Plan shall conflict with any term in the Plan as constituted
on the Date of Grant of such Award, the term in the Plan as
constituted on the Date of Grant of such Award shall control.
Except as provided in Section 9.3 and Section 9.7, the terms of
any Award granted under the Plan may not be changed after the
Date of Grant of such Award so as to materially decrease the value
of the Award without the express written approval of the holder.

9.2. Award Agreement. No person shall have any rights under any
Award granted under the Plan unless and until the Company and the
Participant to whom such Award shall have been granted shall have
executed and delivered an Award Agreement or the Participant
shall have received and acknowledged notice of the Award authorized
by the Committee expressly granting the Award to such person and
containing provisions setting forth the terms of the Award.

9.3. Modification of Award After Grant. No Award granted under the
Plan to a Participant may be modified (unless such modification
does not materially decrease the value of that Award) after its
Date of Grant except by express written agreement between the
Company and such Participant, provided that any such change (a)
may not be inconsistent with the terms of the Plan, and (b) shall
be approved by the Committee.

9.4. Limitation on Transfer. Except as provided in Section 7.1(c)
in the case of Restricted Shares, a Participant's rights and
interest under the Plan may not be assigned or transferred other
than by will or the laws of descent and distribution and, during
the lifetime of a Participant, only the Participant personally (or
the Participant's personal representative) may exercise rights
under the Plan. The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the
Plan following the death of the Participant.

9.5. Taxes. The Company shall be entitled, if the Committee deems
it necessary or desirable, to withhold (or secure payment from the
Participant in lieu of withholding) the amount of any withholding or
other tax required by law to be withheld or paid by the Company with
respect to any amount payable and/or shares issuable under such
Participant's Award and the Company may defer payment of cash or
issuance of shares upon exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for any
such tax. The amount of such withholding or tax payment shall be
determined by the Committee and shall be payable by the Participant
at such time as the Committee determines in accordance with the
following rules:

(b) The Committee shall have the discretion as to any Award to
cause the Company to pay to tax authorities for the benefit of the
applicable Participant, or to reimburse such Participant for, the
individual taxes which are due on the grant, exercise or vesting of
any Award or the lapse of any restriction on any Award (whether by
reason of such Participant's filing of an election under Section 83
(b) of the Code or otherwise), including, but not limited to,
Federal income tax, state income tax, local income tax and excise
tax under Section 4999 of the Code, as well as for any such taxes
as may be imposed upon such tax payment or reimbursement.

9.6. Surrender of Awards. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the
Committee and the Participant approve.

9.7 Adjustments to Reflect Capital Changes.

(a) Recapitalization. The number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such
shares, the number and kind of shares available for Awards
subsequently granted under the Plan and the maximum number of
shares in respect of which Awards can be made to any Participant
in any calendar year shall be appropriately adjusted to reflect any
stock dividend, stock split, combination or exchange of shares,
merger, consolidation or other change in capitalization with
a similar substantive effect upon the Plan or the Awards granted
under the Plan. The Committee shall have the power and sole
discretion to determine the amount of the adjustment to be made in
each case.

(b) Merger. After any Merger in which the Company is the surviving
corporation, each Participant shall, at no additional cost, be
entitled upon any exercise of an Option or receipt of any other Award
to receive (subject to any required action by stockholders), in lieu
of the number of shares of Common Stock receivable or exercisable
pursuant to such Award prior to such Merger, the number and class of
shares or other securities to which such Participant would have been
entitled pursuant to the terms of the Merger if, at the time of the
Merger, such Participant had been the holder of record of a number
of shares of Common Stock equal to the number of shares of
Common Stock receivable or exercisable pursuant to such Award.
Comparable rights shall accrue to each Participant in the event of
successive Mergers of the character described above. In the event
of a Merger in which the Company is not the surviving corporation,
the surviving, continuing, successor or purchasing corporation, as
the case may be (the "Acquiring Corporation), will either assume
the Company's rights and obligations under outstanding Award
Agreements or substitute awards in respect of the Acquiring
Corporation's stock for outstanding Awards, provided, however, that
if the Acquiring Corporation does not assume or substitute for such
outstanding Awards, the Board shall provide prior to the Merger that
any unexercisable and/or unvested portion of the outstanding Awards
shall be immediately exercisable and vested as of a date prior
to such merger or consolidation, as the Board so determines. The
exercise and/or vesting of any Award that was permissible solely by
reason of this Section 9.7(b) shall be conditioned upon the
consummation of the Merger. Any Options which are neither assumed
by the Acquiring Corporation not exercised as of the date of the
Merger shall terminate effective as of the effective date of the
Merger.

(c) Options to Purchase Shares or Stock of Acquired Companies.
After any merger in which the Company or a Subsidiary shall be a
surviving corporation, the Committee may grant substituted options
under the provisions of the Plan, pursuant to Section 424 of the
Code, replacing old options granted under a plan of another party
to the merger whose shares of stock subject to the old options may
no longer be issued following the merger. The manner of application
of the foregoing provisions to such options and any appropriate
adjustments shall be determined by the Committee in its sole
discretion. Any such adjustments may provide for the elimination of
any fractional shares which might otherwise become subject to any
Options.

9.8 No Right to Employment. No employee or other person shall
have any claim of right to be granted an Award under the Plan.
Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in the
employ of the Company or any of its Subsidiaries.

9.9. Awards Not Includable for Benefit Purposes. Payments
received by a Participant pursuant to the provisions of the Plan
shall not be included in the determination of benefits under any
pension, group insurance or other benefit plan applicable to the
Participant which is maintained by the Company or any of its
Subsidiaries, except as may be provided under the terms of such
plans or determined by the Board.

9.10. Governing Law. All determinations made and actions taken
pursuant to the Plan shall be governed by the laws of the State
of Texas and construed in accordance therewith.

9.11. No Strict Construction. No rule of strict construction
shall be implied against the Company, the Committee or any other
person in the interpretation of any of the terms of the Plan, any
Award granted under the Plan or any rule or procedure established
by the Committee.

9.12. Captions. The captions (i.e., all Section headings) used in
the Plan are for convenience only, do not constitute a part of the
Plan, and shall not be deemed to limit, characterize or affect in
any way any provisions of the Plan, and all provisions of the Plan
shall be construed as if no captions had been used in the Plan.

9.13. Severability. Whenever possible, each provision in the Plan
and every Award at any time granted under the Plan shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Plan or any Award at
any time granted under the Plan shall be held to be prohibited by
or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as
originally written to the fullest extent permitted by law and (b)
all other provisions of the Plan, such Award and every other Award
at any time granted under the Plan shall remain in full force and
effect.

9.14. Amendment and Termination.

(a) Amendment. The Board shall have complete power and authority
to amend the Plan at any time without the authorization or approval
of the Company's stockholders, unless the amendment (i) materially
increases the benefits accruing to Participants under the Plan,
(ii) materially increases the aggregate number of securities that
may be issued under the Plan or (iii) materially modifies the
requirements as to eligibility for participation in the Plan, but
in each case only to the extent then required by the Code or
applicable law, or deemed necessary or advisable by the Board. No
termination or amendment of the Plan may, without the consent of
the Participant to whom any Award shall theretofore have been
granted under the Plan, materially adversely affect the right of
such individual under such Award.

(b) Termination. The Board shall have the right and the power to
terminate the Plan at any time. No Award shall be granted under
the Plan after the termination of the Plan, but the termination
of the Plan shall not have any other effect and any Award
outstanding at the time of the termination of the Plan may be
exercised after termination of the Plan at any time prior to the
expiration date of such Award to the same extent such Award would
have been exercisable had the Plan not been terminated.

/s/ Jennifer Baker
Jennifer Baker, President

EXHIBIT 4.2

STOCK GRANT AGREEMENT

Pursuant to

Expresso Express, Inc.

2001 Stock Incentive Plan

This Stock Grant Agreement (the "Agreement"), dated ___________,
2001, is made by and between Expresso Express, Inc., a Texas
corporation (the "Company"), and ________________ (the "Grantee").

The Grantee is a _______________________________ of the Company.

For Grantee's service to the Company, the Compensation Committee
(the "Committee") of the Board of Directors has determined that it
is in the best interests of the Company to issue to the Grantee
restricted common stock of the Company as compensation for said
services that the Grantee has rendered and will continue to render
to the Company, on the terms and conditions set forth herein.

In consideration of the premises and the mutual agreements set
forth below, the parties hereto agree as follows:

1. Grant of Stock. Pursuant to the terms and conditions set forth
herein, the Company hereby grants and issues to the Grantee (the
"Grant") as of the date hereof (the "Grant Date"), up to an aggregate
of _________________________ shares (the "Shares") of common stock,
par value $.0001 per share, of the Company (the "Common Stock") as
hereinafter provided.

2. Non-transferability. Until the Shares hereunder shall vest in
accordance with Section 3 hereof, the Shares and any other rights
granted hereunder shall not be transferable or assignable by the
Grantee (whether by operation of law or otherwise) except by will
or the laws of descent and distribution or, if then permitted
under Rule 16b-3, pursuant to a qualified domestic relations order
as defined under the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.

3. Vesting of Shares. Subject to the other terms set forth herein,
the Shares will vest with the Grantee in full on __________, 2001.

4. Taxes. The Company or any Subsidiary or Affiliate is authorized
to withhold from any distribution of Shares amounts of withholding
and other taxes due in connection with any transaction involving
the Grant, and to take such other action as the Committee may deem
advisable to enable the Company or such Subsidiary or Affiliate and
the Grantee to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to the Grant, if any. This
authority shall include authority to withhold or receive Shares or
other property and to make cash payments in respect thereof in
satisfaction of the Grantee's tax obligations.

5. Termination of Employment. Upon termination of Grantee's
employment for any reason, including the breach by the Grantee of
the employment agreement among the Grantee and the Company or its
subsidiaries, if any, any Shares not already vested in accordance
with Section 3 hereof, shall be subject to immediate forfeiture in
all respects and Grantee shall have no right or claim to any such
unvested Shares.

6. Adjustments. In the event that the Committee shall determine,
in its sole discretion, that any dividend or other distribution
(whether in the form of cash, shares of Common Stock or other
property), recapitalization, stock split, reverse split, any
reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange, license arrangement, strategic alliance
or other similar corporate transaction or event affects the Shares
such that an adjustment is appropriate to prevent dilution or
enlargement of the rights of the Grantee, then the Committee
shall make such equitable changes or adjustments as it deems
necessary or appropriate to any or all of the number and kind of
Shares which may thereafter be issued in connection herewith.

7. No Rights as Stockholder. The Grantee shall have no rights as
a stockholder with respect to any Shares subject to the Grant
prior to the date on which such Shares shall vest in accordance
with Section 3 hereof.

8. Representations of the Company.

a. Organization and Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Texas.

b. Corporate Power. The Company has all necessary corporate power
and authority to execute, deliver and perform this Agreement and
the transactions contemplated hereby, and has all requisite
corporate power and authority to issue the Shares hereunder and
to carry out the transactions contemplated hereby.

c. Shares. Upon issuance, the Shares will be duly authorized,
validly issued, fully paid and nonassessable, and issued in
accordance with applicable laws.

9. Representations of the Grantee.

a. Authority. The Grantee has duly executed and delivered this
Agreement to the Company, and its obligations hereunder are the
legal, valid and binding obligations of the Grantee and are
enforceable in accordance with their terms.

b. Restriction on Transfer; Risk of Forfeiture. The Grantee hereby
acknowledges and agrees that the Shares have not been registered
under the Securities Act of 1933, as amended (the "Act"), or
qualified with the securities regulatory agency of any state and
may not be resold or otherwise disposed of unless registered under
the Act or qualified with the securities regulatory agency of any
state which has jurisdiction over any such transfer or unless an
exemption from such registration or qualification is available.
The Grantee will transfer the Shares only in accordance with the
applicable requirements of all federal and state securities laws.
The Grantee acknowledges that the certificate(s) evidencing the
Shares will bear a legend regarding restriction on transfer. The
Grantee further acknowledges that the Shares are subject to a
substantial risk of forfeiture as set forth in Section 5 hereof.

c. Investment. The Grantee is receiving the Shares for its own
account, for investment purposes only, and not for the account of
any other person, and not with a view to, or for offer or sale in
connection with, any distribution, assignment or resale to others
or to fractionalization in whole or in part.

10. No Rights to Continued Employment. Nothing in the Grant or
this Agreement shall confer upon the Grantee the right to continue
in service or be entitled to any remuneration or benefits not set
forth in this Agreement or to interfere with or limit in any way
the right of the Company or any Subsidiary or Affiliate to
terminate the Grantee's service as an officer ofthe Company or
any Subsidiary or Affiliate.

11. Compliance with Legal and Exchange Requirements. The granting,
issuance and delivery of the Shares pursuant to the terms of this
Agreement and the other obligations of the Company hereunder shall
be subject to all applicable federal and state laws, rules and
regulations, and to such approvals by any regulatory or
governmental agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of Shares
hereunder until completion of such stock exchange listing or
registration or qualification of such Shares or other required
action under any state, federal or foreign law, rule or regulation
as the Company may consider appropriate, and may require the
Grantee to make such representations and furnish such information
as it may consider appropriate in connection with the issuance or
delivery of Shares in compliance with applicable laws, rules and
regulations.

12. Change in Control Provisions. In the event of a Change in
Control, as defined in the 2001 Stock Incentive Plan (the"Plan"),
the Shares shall become fully vested, whether or not theretofore
vested as forth herein, as more fully described within the Plan.

13. Notices. All notices or any other communications hereunder
shall be in writing and delivered personally or by registered or
certified mail or overnight courier, addressed, if to the
Company, to Expresso Express, Inc., 92 Corporate Park, Ste.
C #273, Irvine, CA 92606-5106, Attention: Secretary; and if to
the Grantee, at the address set forth on the signature page
hereof, subject to the right of either party to designate at any
time hereafter in writing some other address.

14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California
and Texas without giving effect to the conflict of laws
principles thereof.

15. No Assignment. Neither this Agreement nor any of the rights
or obligations of the Grantee hereunder may be transferred or
assigned by the Grantee except as set forth in paragraph 2 hereof.

16. Benefits. This Agreement shall be binding upon and inure to
the benefit of the parties hereto. This Agreement is for the sole
benefit of the parties hereto and not for the benefit of any other
party.

17. Severability. If any provision of this Agreement shall be
determined to be illegal and unenforceable by any court of law,
the remaining provisions shall be severable and enforceable in
accordance with their terms.

18. Amendments. No modification, amendment or waiver or any
provision of this Agreement shall be effective unless it is in
writing and signed by the parties hereto.

19. Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by the Chief Executive Officer, and Grantee has executed
this Agreement, both as of the day and year first above written.

Expresso Express, Inc.

By:________________________________________________
Simon Gaunt Secretary

GRANTEE

By:_________________________________________________
Name in print: _____________________________________
Address: ___________________________________________

EXHIBITS 5.0/23.0

LAW OFFICES OF
William Stocker
phone (949) 487-7295 34190 Sepulveda Avenue Suite 200 fax (949) 487-7285
Capistrano Beach CA 92624

November 30, 2001

To the President and the
Board of Directors
Expresso Express, Inc.
618 Cardiff
Irvine CA 92606

re: Opinion of Special Counsel

Dear President & Board of Directors:

You have requested my Opinion in connection with the filing of a 1933
Act Registration on Form S-8 of 2,000,000 shares of common stock to be
registered thereby to underlie that certain 2001 Stock Incentive Plan.
The Issuer's Common Stock is Registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934.

It is my opinion that the securities proposed to be issued may be
validly and properly issued and that such an issuance would be lawful
in all respects. The 2001 Stock Incentive Plan Agreement is not a
qualified plan of any kind or sort and is not qualified for any
special tax treatment under State or Federal Law. If and when issued,
the securities would be and must be treated as the equivalent of cash
paid and received back as the purchase of securities. The Securities
would be issued in compensation for services as provided in the Plan.

It is accordingly my opinion that the issuance requested is entitled
to registration on Form S-8.

I understand and consent to the use of this Opinion in connection
with your proposed filing of a 1933 Registration Statement on Form
S-8.

Very Truly Yours,
/s/ William Stocker
William Stocker
special securities counsel