EXHIBIT 10.1.1
RECIPIENT:               Cornerstone Alliance, LLC
GRANT DATE:              February 3, 2003
NUMBER OF SHARES:        200,000


                                BSP ONELINK, INC.
                           RESTRICTED STOCK AGREEMENT
                                       AND
                   CONSULTING SERVICES AGREEMENT MODIFICATION

  This RESTRICTED STOCK AGREEMENT AND CONSULTING SERVICES AGREEMENT MODIFICATION
(the "Agreement") is entered into as of February 3, 2003  (hereinafter  referred
to as the "Grant  Date")  between  BSP  ONELINK,  INC.,  a Delaware  corporation
(hereinafter called the "Company") and Cornerstone  Alliance,  LLC, (hereinafter
called "Recipient").

                                    RECITALS

     A. Since  September  12,  2002,  Company  has been  engaged in  substantial
management,  financial,  legal and  administrative  activities  relating  to the
development of the Company's core business and the business of Company's  wholly
owned subsidiary,  FS2 Limited,  transitioning to a fully reporting company with
the Securities and Exchange Commission, qualifying shares of the Company's stock
for trading under NASD rules, organizing the Company's management structures and
administrative systems, and increasing contacts with the financial community and
gaining credibility with potential sources for future investment in Company.

     B. Since  September 12, 2002,  Recipient and Company have been subject to a
Consulting  Services  Agreement (which agreement  superceded an earlier services
agreement  between  Recipient  and  Company's  subsidiary,   FS2  Limited)  (the
"Services  Agreement).  Recipient has assisted the Company and provided services
to the Company  during this period  under the Services  Agreement,  contributing
materially to the Company's  success,  deferring  the bulk of  remuneration  due
under the Services Agreement at personal financial risk.

<PAGE>

     C. Under the Services  Agreement,  Recipient  was  eligible to receive,  in
cash, an Annual  Incentive  Bonus for 2002 (as provided and defined in Section 2
of the Services Agreement and in Exhibit B to the Services  Agreement)  measured
by amounts of capital  invested  in Company  during  2002.  The  formulation  of
Recipient's  2002 Annual  Incentive Bonus was based upon  assumptions  regarding
public  trading of Company's  common stock which were not realized  during 2002.
Recipient has not received any portion of the 2002 Annual  Incentive  Bonus. The
Company desires to reward Recipient for services delivered to the Company in the
form of the Stock Grant  provided in this  Agreement  in lieu of the 2002 Annual
Incentive Bonus set forth in the Services Agreement, and Recipient is willing to
accept the Stock Grant upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE,  in consideration of the foregoing premises, and the mutual
covenants set forth in this  Agreement,  Company and  Recipient  agree with each
other as follows:

     1. Stock Grant.
     ---------------
     Upon Recipient's execution of this Agreement,  the Company's transfer agent
will issue to  Recipient  Two Hundred  Thousand  (200,000)  shares of Stock (the
"Recipient Stock "). For purposes of this Agreement, and for reporting to taxing
authorities,  the  Company  has  determined  that  the  value  of each  share of
Recipient  Stock  included  in this  Stock  Grant  is One  Dollar  ($1.00).  All
Recipient  Stock issued  hereunder  shall be deemed issued to Recipient as fully
paid and  non-assessable  shares,  and  Recipient  shall  have all  rights  of a
shareholder  with  respect  thereto,  including  the right to vote,  to  receive
dividends  (including stock dividends),  to participate in stock splits or other
recapitalizations,  and to exchange such shares in a merger,  consolidation,  or
other  reorganization  or exchange of Stock.  The Recipient Stock shall be fully
vested in Recipient  and shall not be subject to forfeiture  restrictions  or to
any restrictions other than those  restrictions  imposed under this Agreement or
under  applicable  securities  laws of the United States or any state or foreign
jurisdiction.  Recipient  hereby  acknowledges  that the Recipient  Stock issued
hereunder is acquired  for  investment  and not with a view to the  distribution
thereof,  and that  Recipient  does not intend to  subdivide  an interest in the
Recipient Stock with any other person.

     2. Release of Rights to 2002 Annual Incentive Bonus.
     ----------------------------------------------------
     Recipient  hereby  agrees  and  acknowledges  that  Recipient  shall not be
entitled to claim or receive any  portion of a 2002  Annual  Incentive  Bonus as
provided in Exhibit B to the Services  Agreement and, upon issuance of the Stock
Grant under this Agreement,  irrevocably releases Company from any obligation to
pay further  compensation  or benefits to Recipient,  whether in cash,  Stock or
other form, measured by amounts invested in the Company during the 2002 calendar
year and which are the subject of the 2002  portion of Exhibit B of the Services
Agreement. The foregoing sentence is not intended to affect the Annual Incentive
Bonus that may be  determined  for any year other than 2002 or the amount of any
other compensation or benefit provided in the Services Agreement.

     3. Stock Certificate Restrictive Legends.
     -----------------------------------------
     Stock certificates  evidencing the Recipient Stock shall bear the following
restrictive legend:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
         SOLD,  TRANSFERRED,  PLEDGED,  HYPOTHECATED OR OTHERWISE DISPOSED OF IN
         ABSENCE OF (I) A N EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH SECURITY
         UNDER  SAID  ACT OR  (II) AN  OPINION  OF  COMPANY  COUNSEL  THAT  SUCH
         REGISTRATION IS NOT REQUIRED.

                                        2
<PAGE>

     4.   Representations,   Warranties,   Covenants,   and  Acknowledgments  of
     ---------------------------------------------------------------------------
Recipient.
----------
     Recipient hereby represents,  warrants, covenants,  acknowledges and agrees
that:

     4.1 No Registration.
     --------------------
     Recipient  must bear the  economic  risk of  investment  for an  indefinite
period of time,  because the sale to  Recipient of the  Recipient  Stock has not
been registered under the Securities Act of 1933 (the "Act"),  and the Recipient
Stock cannot be  transferred  by Recipient  unless such  transfer is  registered
under the Act or an exemption from such  registration is available.  The Company
has made no binding agreements, covenants or undertakings whatsoever to register
the transfer of any of the  Recipient  Stock under the Act. The Company has made
no  representations,  warranties,  or  covenants  whatsoever  as to whether  any
exemption from the Act,  including  without  limitation any exemption under Rule
701 or for limited sales in routine brokers'  transactions pursuant to Rule 144,
will be available;  if the exemption under Rule 144 is available at all, it will
not be  available  until at least one year  after  receipt by  Recipient  of the
Recipient Stock and not then unless:  (i) a public trading market then exists in
the Stock;  (ii) adequate  information  as to the Company's  financial and other
affairs and  operations  is then  available  to the public;  and (iii) all other
terms and conditions of Rule 144 have been satisfied.

     4.2 Public Trading.
     -------------------
     The Company's  securities are currently  publicly traded in limited numbers
only,  and the Company has made no  representation,  covenant or agreement to or
with  Recipient as to there will  continue to be a public  market for any of its
securities.

     4.3 Tax Advice.
     ---------------
     The Company has made no warranties  or  representations  to Recipient  with
respect to the income tax consequences of the transactions  contemplated by this
Agreement,  and  Recipient  is in no  manner  relying  on  the  Company  or  its
representatives for an assessment of such tax consequences.

     4.4 Purchase For Recipient's Own Account.
     -----------------------------------------
     Recipient  represents  that Recipient is accepting the Recipient  Stock for
his or her own account  and not for sale or with a view to sale or  distribution
of the Recipient Stock.

     4.5 Business Experience.
     ------------------------
     Recipient  is capable  of  evaluating  the merits and risks of  Recipient's
investment in the Company evidenced by the Recipient Stock.

     4.6 Relation of Company.
     ------------------------
     Recipient  is  presently  a service  provider  of the  Company  and in such
capacity has become personally  familiar with the business,  affairs,  financial
conditions,  and  results  of  operations  of the  Company.  There  have been no
representations or warranties by the Company or any other person or entity, upon
which Recipient is relying in connection with the  transactions  contemplated by
this Agreement, which are not fully set forth in this Agreement.

<PAGE>

     4.7 Access to Information.
     --------------------------
     Recipient  has had the  opportunity  to ask  questions  of,  and to receive
answers  from,  the Chief  Executive  Officer of the Company with respect to the
terms and conditions of the transactions contemplated hereby and with respect to
the business,  affairs,  financial conditions,  and results of operations of the
Company,  and has had the  opportunity  to  obtain  any  additional  information
necessary to verify any of such information to which Recipient has had access.

     4.8 Speculative Investment.
     ---------------------------
     Recipient's investment in the Company represented by the Recipient Stock is
highly  speculative in nature and is subject to a high degree of risk of loss in
whole or in part.  The  amount of such  investment  is within  Recipient's  risk
capital  means and is not so great in relation to  Recipient's  total  financial
resources  as would  jeopardize  the  personal  financial  needs of Recipient or
Recipient's family in the event such investment were lost in whole or in part.

     5. Withholding.
     ---------------
     Recipient shall make  satisfactory  arrangement with Company to provide for
payment, by Recipient,  of all applicable  federal,  state, and local income tax
withholding  requirements and social security tax withholding  requirements with
respect to the issuance of the Recipient Stock.  Unless  otherwise  specifically
agreed in writing by Recipient and Company, Company may utilize and apply salary
or other  compensation  otherwise  payable to Recipient  to satisfy  Recipient's
obligation under this Paragraph 4.

     6. Binding Effect.
     ------------------
     Subject to the  limitations  set forth in this  Agreement,  this  Agreement
shall  be  binding   upon,   and  inure  to  the  benefit  of,  the   executors,
administrators,  heirs,  legal  representatives,  successor  and  assigns of the
parties hereto.

     7. Damages.
     -----------
     Recipient  shall be  liable  to the  Company  for all  costs  and  damages,
including incidental and consequential damages,  resulting from a disposition of
shares of Recipient Stock which is not in conformity with the provisions of this
Agreement.

     8. Continuation of Service.
     ---------------------------
     Nothing in this Agreement shall confer upon Recipient any right to continue
in the service of the  Company,  or  interfere  in any way with the right of the
Company to terminate such  relationship at any time, with or without cause,  but
nothing contained herein shall affect any other contractual  rights of Recipient
under a contract or other  arrangement  between Recipient and Company or between
Recipient and FS2 Limited.

     9. Governing Law.
     -----------------
     This  agreement  shall be governed by and construed in accordance  with the
laws of the State of California  applicable to contracts entered into and wholly
to be performed within the State of California by California residents.

     10. Notices.
     ------------
     Any notice or other  paper  required  to be given or sent  pursuant  to the
terms of this Agreement shall be sufficiently  given or served  hereunder to any
party when  transmitted  by  registered  or  certified  mail,  postage  prepaid,
addressed to the party to be served as follows:

<PAGE>

     Company:      BSP Onelink, Inc.
                   One Market Plaza
                   Spear Street Tower
                   Suite 3600
                   San Francisco, CA 94102
                   Attention: F. William Guerin, CEO

     Recipient:    At  Recipient's  address as it appears  under  Recipient's
                   signature to this  Agreement,  or to such other address as
                   Recipient may specify in writing to Escrow Holder

Any party,  by written notice,  may designate  another address for notices to be
sent to it or him from time to time.

     11. Attorneys' Fees.
     --------------------
     If any legal action or  proceeding is brought for the  enforcement  of this
Agreement,   or   because   of  an   alleged   dispute,   breach,   default   or
misrepresentation   in  connection  with  this  Agreement,   the  successful  or
prevailing  party or parties  shall be entitled  to recover,  in addition to all
other  recovery  or relief  to which  such  party or  parties  may be  entitled,
reasonable  attorneys'  fees and costs connected with such action or proceeding,
including (but not limited to) such fees and costs  incurred in enforcement  and
appeal of any judgement rendered.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                 BSP Onelink, Inc., a Delaware corporation

                                 By:
                                     -------------------------------------------
                                     David J. Bolton, CFO


                                 Cornerstone Alliance, LLC, a California limited
                                 liability company


                                 F. William Guerin, Manager

                                 Recipient Address:
                                 38 Miller Avenue #125
                                 Mill Valley, CA  94941