EXHIBIT 4.1

                           IBIZ TECHNOLOGY CORPORATION

                            2003 STOCK INCENTIVE PLAN

                                   ARTICLE I.

                        PURPOSE AND ADOPTION OF THE PLAN

         1.1. Purpose. The purpose of the IBIZ Technology Corporation 2003 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 October
29, 2003. 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 22,000,000 shares of common
stock of the Company, par values $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.


IN WITNESS WHEREOF, this Plan has been executed as of the 29th day of October
2003.

                                   IBIZ TECHNOLOGY CORP.





                                    By: /s/  Kenneth W. Schilling
                                    -----------------------------
                                    Kenneth W. Schilling, President