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                                                                     EXHIBIT 4.1

                     NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                               RETAINER STOCK PLAN

                        COLLECTIBLE CONCEPTS GROUP, INC.

1. Introduction. This plan shall be known as the "Amended and Restated
Collectible Concepts Group, Inc. Non-Employee Directors and Consultants Retainer
Stock Plan" and is hereinafter referred to as the "Plan". The purposes of the
Plan are to enable Collectible Concepts Group, Inc., a Delaware corporation
("Company"), to promote the interests of the Company and its shareholders by
attracting and retaining non-employee Directors and Consultants capable of
furthering the future success of the Company and by aligning their economic
interests more closely with those of the Company's shareholders, by paying their
retainer or fees in the form of shares of the Company's common stock, par value
one tenth of one cent ($0.001) per share ("Common Stock").

2. Definitions. The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d) of the Securities
Exchange Act of 1934.

"Code" means the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder. References to any provision of the Code or rule or
regulation thereunder shall be deemed to include any amended or successor
provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more fully defined
in Section 13. "Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the Company
for a Participant representing the Participant's interest in the shares credited
to such Deferred Stock Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors of the
Company.

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"Dividend Equivalent" for a given dividend or other distribution means a number
of shares of Common Stock having a Fair Market Value, as of the record date for
such dividend or distribution, equal to the amount of cash, plus the fair market
value on the date of distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such dividend or distribution;
such fair market value to be determined by the Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest reported sales
prices of the Common Stock on the NYSE Composite Tape or, if not listed on such
exchange, on any other national securities exchange on which the Common Stock is
listed or on NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a Participant
pursuant to Section 5 (without regard to the effect of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3. Effective Date of the Plan. The Plan shall be effective as of July 17, 2001
("Effective Date"), provided that it is approved by the Board.

4. Eligibility. Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant thereafter during
the term of the Plan, shall be a participant ("Participant") in the Plan, in
each case during such period as such individual remains a Director or Consultant
and is not an employee of the Company or any of its subsidiaries. Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a written
agreement duly executed and delivered by or on behalf of the Company and a
Participant, if such an agreement is required by the Company to assure
compliance with all applicable laws and regulations.

5. Grants of Shares. Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of Common Stock
("Stock Retainer") pursuant to this Plan at the deemed issuance price of one
tenth of one cent ($0.001) per Share.

6. Deferral Option. From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer delivery of the
Stock Retainer

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specifying which one of the following way the Stock Retainer is to be delivered:
(a) on the date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon which the
Participant ceases to be a Director or Consultant for any reason ("Departure
Date") or (c) in five equal annual installments commencing on the Departure Date
("Third Anniversary" and "Departure Date" each being referred to herein as a
"Delivery Date"). Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral Election with
respect to a particular Year may not be changed less than six (6) months prior
to the beginning of such Year and provided, further, that no more than one
Deferral Election or change thereof may be made in any Year. Any Deferral
Election and any change or revocation thereof shall be made by delivering
written notice thereof to the Committee no later than six (6) months prior to
the beginning of the Year in which it is to be effected; provided that, with
respect to the Year beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of business on the
thirtieth (30th) day after the Effective Date.

7. Deferred Stock Accounts. The Company shall maintain a Deferred Stock Account
for each Participant who makes a Deferral Election to which shall be credited,
as of the applicable Payment Time, the number of shares of Common Stock payable
pursuant to the Stock Retainer to which the Deferral Election relates. So long
as any amounts in such Deferred Stock Account have not been delivered to the
Participant under Section 8, each Deferred Stock Account shall be credited as of
the payment date for any dividend paid or other distribution made with respect
to the Common Stock, with a number of shares of Common Stock equal to (a) the
number of shares of Common Stock shown in such Deferred Stock Account on the
record date for such dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.

8. Delivery of Shares. (a) The shares of Common Stock in a Participant's
Deferred Stock Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to such shares
credited to such Deferred Stock Account) shall be delivered in accordance with
this Section 8 as soon as practicable after the applicable Delivery Date. Except
with respect to a Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time; provided that,
if the number of shares so delivered includes a fractional share, such number
shall be rounded to the nearest whole number of shares. If the Participant has
in effect a Deferral Election pursuant to Section 6(c), then such shares shall
be delivered in five equal annual installments (together with dividends
attributable to such shares credited to such Deferred Stock Account), with the
first such installment being delivered on the first anniversary of the Delivery
Date; provided that, if in order to equalize such installments, fractional
shares would have to be delivered, such installments shall be adjusted by
rounding to the nearest whole share. If any such shares are to be delivered
after the Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing; provided that, if the Participant dies with a
Deferral Election pursuant to Section 6(c) in effect, the Committee shall
deliver all remaining undelivered shares to the

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Participant's estate immediately. References to a Participant in this Plan shall
be deemed to refer to the Participant's estate or legal guardian, where
appropriate. (b) The Company may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, "Trust") to assist
it in accumulating the shares of Common Stock needed to fulfill its obligations
under this Section 8. However, Participants shall have no beneficial or other
interest in the Trust and the assets thereof, and their rights under the Plan
shall be as general creditors of the Company, unaffected by the existence or
nonexistence of the Trust, except that deliveries of Stock Retainers to
Participants from the Trust shall, to the extent thereof, be treated as
satisfying the Company's obligations under this Section 8.

9. Share Certificates; Voting and Other Rights. The certificates for shares
delivered to a Participant pursuant to Section 8 above shall be issued in the
name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with respect to
Common Stock for all such shares issued in his or her name, including the right
to vote the shares, and the Participant shall receive all dividends and other
distributions paid or made with respect thereto.

10. General Restrictions. (a) Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be required to issue or
deliver any certificate or certificates for shares of Common Stock under the
Plan prior to fulfillment of all of the following conditions: (i) Listing or
approval for listing upon official notice of issuance of such shares on the New
York Stock Exchange, Inc., or such other securities exchange as may at the time
be a market for the Common Stock; (ii) Any registration or other qualification
of such shares under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which the Committee
shall, upon the advice of counsel, deem necessary or advisable; and (iii)
Obtaining any other consent, approval, or permit from any state or federal
governmental agency which the Committee shall, after receiving the advice of
counsel, determine to be necessary or advisable. (b) Nothing contained in the
Plan shall prevent the Company from adopting other or additional compensation
arrangements for the Participants.

11. Shares Available. Subject to Section 12 below, the maximum number of shares
of Common Stock which may in the aggregate be paid as Stock Retainers pursuant
to the Plan is 100 million (100,000,000). Shares of Common Stock issuable under
the Plan may be taken from treasury shares of the Company or purchased on the
open market.

12. Adjustments; Change of Control. (a) In the event that there is, at any time
after the Board adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares, warrants or rights
offering to purchase Common Stock at a price below its fair market value,
reclassification, or recapitalization, or a corporate transaction, such as any
merger, consolidation, separation, including a spin-off, or other extraordinary
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such

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term in Section 368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other than any
such Transaction which constitutes a Change of Control (as defined below), (i)
the Deferred Stock Accounts shall be credited with the amount and kind of shares
or other property which would have been received by a holder of the number of
shares of Common Stock held in such Deferred Stock Account had such shares of
Common Stock been outstanding as of the effectiveness of any such Transaction,
(ii) the number and kind of shares or other property subject to the Plan shall
likewise be appropriately adjusted to reflect the effectiveness of any such
Transaction and (iii) the Committee shall appropriately adjust any other
relevant provisions of the Plan and any such modification by the Committee shall
be binding and conclusive on all persons. (b) If the shares of Common Stock
credited to the Deferred Stock Accounts are converted pursuant to Section 12(a)
into another form of property, references in the Plan to the Common Stock shall
be deemed, where appropriate, to refer to such other form of property, with such
other modifications as may be required for the Plan to operate in accordance
with its purposes. Without limiting the generality of the foregoing, references
to delivery of certificates for shares of Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts. (c) In lieu of the adjustment contemplated by
Section 12(a), in the event of a Change of Control, the following shall occur on
the date of the Change of Control: (i) the shares of Common Stock held in each
Participant's Deferred Stock Account shall be deemed to be issued and
outstanding as of the Change of Control; (ii) the Company shall forthwith
deliver to each Participant who has a Deferred Stock Account all of the shares
of Common Stock or any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated. (d) For purposes of this Plan,
Change of Control shall mean any of the following events: (i) The acquisition by
any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (a) the then
outstanding shares of common stock of the Company ("Outstanding Company Common
Stock") or (b) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors ("Outstanding Company Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change of Control: (a) any
acquisition directly from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege unless the security being so converted was
itself acquired directly from the Company), (b) any acquisition by the Company,
(c) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (d)
any acquisition by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii) of this
Section 12(d) are satisfied; or (ii) Individuals who, as of the date hereof,
constitute the Board of the Company (as of the date hereof, "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's shareholders,

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was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or (iii) Approval by the shareholders of the Company of a reorganization,
merger, binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more than
sixty percent (60%) of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange or consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no Person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization, merger, binding
share exchange or consolidation and any Person beneficially owning, immediately
prior to such reorganization, merger, binding share exchange or consolidation,
directly or indirectly, twenty percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (c) at least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger, binding share
exchange or consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization, merger,
binding share exchange or consolidation; or (iv) Approval by the shareholders of
the Company of (a) a complete liquidation or dissolution of the Company or (b)
the sale or other disposition of all or substantially all of the assets of the
Company, other than to a corporation, with respect to which following such sale
or other disposition, (x) more than sixty percent (60%) of, respectively, the
then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and

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Outstanding Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, (y) no Person
(excluding the Company and any employee benefit plan (or related trust) of the
Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, twenty percent
(20%) or more of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (z) at least a majority of the
members of the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or action
of the Board providing for such sale or other disposition of assets of the
Company.

13. Administration; Amendment and Termination. (a) The Plan shall be
administered by a committee consisting of three members who shall be the current
directors of the Company or senior executive officers or other directors who are
not Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and interpret the
Plan, to establish, amend and rescind rules and regulations relating to the
Plan, and to take all such actions and make all such determinations in
connection with the Plan as it may deem necessary or desirable. (b) The Board
may from time to time make such amendments to the Plan, including to preserve or
come within any exemption from liability under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as it may deem proper and
in the best interest of the Company without further approval of the Company's
stockholders, provided that, to the extent required under Delaware law or to
qualify transactions under the Plan for exemption under Rule 16b- 3 promulgated
under the Exchange Act, no amendment to the Plan shall be adopted without
further approval of the Company's stockholders and, provided, further, that if
and to the extent required for the Plan to comply with Rule 16b-3 promulgated
under the Exchange Act, no amendment to the Plan shall be made more than once in
any six (6) month period that would change the amount, price or timing of the
grants of Common Stock hereunder other than to comport with changes in the
Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the regulations thereunder. (c) The Board
may terminate the Plan at any time by a vote of a majority of the members
thereof.

14. Miscellaneous. (a) Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the shareholders to remove
any Director. (b) The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Committee for the withholding
of any taxes required by law to be withheld with respect to the issuance or
delivery of such shares, including without limitation by the withholding of
shares that would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the Company by the
Participant.

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15. Governing Law. The Plan and all actions taken thereunder shall be governed
by and construed in accordance with the laws of the State of Pennsylvania.

IN WITNESS WHEREOF, this Plan has been executed as of the 17th day of July,
2001. Collectible Concepts Group, Inc.


By: /s/ Paul S. Lipschutz
Paul S. Lipschutz, President