Exhibit 4.1

                           IBIZ TECHNOLOGY CORPORATION

                            2005 STOCK INCENTIVE PLAN

                                   ARTICLE I.

                        PURPOSE AND ADOPTION OF THE PLAN

      1.1.  Purpose.  The purpose of the IBIZ Technology  Corporation 2005 Stock
Incentive  Plan  (hereinafter  referred  to  as  the  "Plan")  is to  assist  in
attracting,   retaining  and   compensating   highly  competent  key  employees,
non-employee  directors and consultants and to act as an incentive in motivating
selected  key  employees,   non-employee   directors  and  consultants  of  IBIZ
Technology Corporation to achieve long-term corporate objectives,  as well as to
reduce debts of the Company through the issuance of Common Stock rather than the
payment of cash.

      1.2.  Adoption  and  Term.  The  Plan has been  approved  by the  Board of
Directors   (hereinafter   referred  to  as  the  "Board")  of  IBIZ  Technology
Corporation (hereinafter referred to as the "Company"), effective as of June 13,
2005. The Plan shall remain in effect until terminated by action of the Board.

                                   ARTICLE II.

                                     SHARES

      2.1.  Number of Shares  Issuable.  The  total  number of shares  initially
authorized  to be issued  under the Plan shall be  441,710,438  shares of common
stock of the Company, par value $0.001 per share ("Common Stock").

                                  ARTICLE III.

                                  PARTICIPATION

      3.1.  Eligible  Participants.  Participants  in the Plan shall be such key
employees,  consultants, and non-employee directors of the Company as the Board,
in its sole discretion, may designate from time to time. The Board's issuance of
Common  Stock to a  participant  in any year  shall  not  require  the  Board to
designate such person to receive Common Stock in any other year. The Board shall
consider  such factors as it deems  pertinent in selecting  participants  and in
determining the amount of Common Stock to be issued.