RECIPIENT:              Cornerstone Alliance, LLC
GRANT DATE:             February 3, 2003
                                                                  EXHIBIT 10.1.1
                                                                  --------------
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Consulting  Services  Agreement (which agreement  superceded an earlier services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.

     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.
Similarly,  under the Services Agreement  Recipient is to be eligible to receive
an Annual Incentive Bonus for 2003, the terms of which have not been determined.
The Company  desires to reward  Recipient for services  delivered to the Company
during  2002 and during  2003 in the form of the Stock  Grant  provided  in this
Agreement in lieu of any 2002 Annual  Incentive Bonus and 2003 Annual  Incentive
Bonus as set forth in, or pursuant to, the Services Agreement,  and Recipient is
willing to accept the Stock Grant upon the terms and conditions  hereinafter set
forth.

<PAGE>

     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 and 2003 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  or any 2003 Annual  Incentive
Bonus required to be provided under the Services  Agreement,  and, upon issuance
of the Stock Grant under this Agreement,  irrevocably  releases Company from any
obligation to pay: (i) 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,  and (ii) any amount,  whether in cash,  Stock or
other form,  with respect to the 2003 Annual  Incentive Bonus under 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 2003 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:

<PAGE>

                  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.

     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.

<PAGE>

     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:

     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:   /s/  David J. Bolton
                                      ------------------------------------------
                                        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