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                                                                     Exhibit 4.1


                             PREMIER AXIUM ASP, INC.
                         YEAR 2001 RESTRICTED SHARE PLAN


1.       Purpose.

         The purpose of this Year 2001 Restricted Share Plan (this "Plan") of
Premier Axium ASP, Inc., a Delaware corporation (the "Company"), is to attract
and retain employees (including officers), directors, and independent
contractors of the Company, or any Affiliate, as hereafter defined, which now
exists or hereafter is organized or acquired, and, in certain cases, to furnish
additional incentives to such persons to enhance the value of the Company over
the long term and to encourage them to acquire a proprietary interest in the
Company.

2.       Definitions.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         (a) "Affiliate" means any entity (whether or not incorporated)
controlling, controlled by or under common control with the Company, including a
Subsidiary.

         (b) "Board" means the Board of Directors of the Company.

         (c) "Change in Control" means any of the following: (i) the acquisition
in a single transaction or series of related transactions by any person or
entity not controlled by, under control of, under common control with, or
related to the Company's stockholders of more than 50% of the Company's then
outstanding Stock, (ii) the sale of all or substantially all of the Company's
assets, (iii) the merger of the Company with or into a corporation or other
entity that is not an Affiliate if the Company is not the surviving entity
following the consummation of such transaction and the stockholders of the
Company immediately prior to such transaction do not own a majority of the
voting equity interests of the surviving or resulting entity immediately
following the consummation of such transaction, or (iv) the sale of Stock in an
initial public offering.

         (d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         (e) "Committee" means a committee, consisting of at least three members
of the Board, which has been delegated the Board's authority to administer the
Plan.

         (f) "Company" means Premier Axium ASP, Inc., a corporation organized
under the laws of the State of Delaware, or any successor entity.

         (g) "Effective Date" means the date the Plan is adopted by the Board.

         (h) "Fair Market Value" means, with respect to Stock or other property,
the fair market value of such Stock or other property determined by such methods
or procedures as shall be established from time to time by the Board acting in
its sole discretion and in good faith.

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         (i) "Grant Agreement" shall mean a written agreement between the
Company and a Participant in respect of the grant of Restricted Stock pursuant
to this Plan and containing the Issue Date(s), Vesting Date(s) and in such form
and containing such terms and conditions and subject to such agreements or
understandings as the Committee shall from time to time approve.

         (j) "Issue Date" means the date established by the Committee on which
certificates representing shares of Restricted Stock shall be issued by the
Company pursuant to the terms of Section 6(b)(iv) hereof and, subject to the
limitations contained herein, the rights and ownership of the Restricted Stock
shall be considered owned by the Participant.

         (k) "Participant" means an employee (including officers), director or
independent contractor of, the Company or an Affiliate to whom Restricted Stock
is granted pursuant to the Plan, and upon his death the employee's successors,
heirs, executors and administrators, as the case may be.

         (l) "Plan" shall have the meaning assigned to such term in the preamble
above.

         (m) "Plan Securities" shall mean Restricted Stock and any and all
common stock and other capital stock of the Company, or rights to capital stock,
of the Company, including, without limitation, common stock, preferred stock,
convertible promissory notes, warrants, options or other rights convertible into
capital stock of the Company, issued in respect of other Restricted Securities.

         (n) "Restricted Stock" means a share of the common stock, par value
$0.001 per share, of the Company that is granted pursuant to the terms of
Section 6 hereof and that is subject to the restrictions set forth in Section
6(b)(ii) or 6(b)(iii) hereof for so long as such restrictions continue to apply
to such share.

         (o) "Subsidiary" means any corporation in which the Company, directly
or indirectly, owns stock possessing 50% or more of the total combined voting
power of all classes of stock of such corporation.

         (p) "Termination of Employment" shall mean a Participant's ceasing to
be employed or engaged as an employee (including officers), director or
independent contractor by the Company or any Affiliates or by a corporation
assuming Restricted Stock. The Committee may determine, in its sole discretion,
(i) whether any leave of absence constitutes a Termination of Employment for
purposes of the Plan, subject to applicable law, (ii) the effect, if any, of any
such leave of absence on Restricted Stock granted under the Plan, and (iii) when
a change in a non-employee's association with the Company or an Affiliate
constitutes a Termination of Employment for purposes of the Plan.

         (q) "Vesting Date" means the date established by the Committee on which
a share of Restricted Stock shall vest and no longer be subject to forfeiture as
provided for in Section 6(b)(ii).


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3.       Administration.

         The Plan shall be administered by the Committee which shall consist of
a committee of not less than three Members of the Board appointed by the Board,
or in the absence of such Committee, by the Board. The Committee shall have full
power to construe and interpret the Plan, to establish rules for its
administration and to grant shares of Restricted Stock. The Committee may
establish rules setting forth terms and conditions for a specified group of
shares of Restricted Stock under the plan. The Committee may act by a majority
vote of those present at a meeting assuming a quorum is present at such meeting
(a quorum being a majority of the members of such Committee) or by the unanimous
written consent of all of its members. All actions taken and decisions made by
the Board or the Committee pursuant to the Plan shall be binding and conclusive
on all persons interested in the Plan.

4.       Eligibility.

         Shares of Restricted Stock may be granted in the discretion of the
Committee to employees (including officers), directors and independent
contractors of the Company and its present or future Affiliates. In determining
the persons to whom shares of Restricted Stock shall be granted and the number
of shares of Restricted Stock granted, the Committee shall take into account
such factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.

5.       Stock Subject to the Plan.

         The maximum number of shares of Stock reserved for the grant of
Restricted Stock under the Plan shall be one hundred seventy five million shares
of Stock, subject to adjustment as provided herein. Such shares may, in whole or
in part, be authorized, but unissued, shares or shares that shall have been or
may be reacquired by the Company or otherwise. If any shares subject to a grant
of Restricted Stock are forfeited, cancelled, exchanged or surrendered or if a
grant of Restricted Stock otherwise terminates or expires, the shares of Stock
with respect to such grant shall, to the extent of any such forfeiture,
cancellation, exchange, surrender, termination or expiration, again be available
for future grants under the Plan.

         In the event that the Committee shall determine, in it sole discretion,
that any dividend or other distribution (whether in the form of cash, Stock, or
other property), recapitalization, stock split, reverse split, any
reorganization, merger, consolidation, spin-off, combination, repurchase, share
exchange, license arrangement, strategic alliance or other similar corporate
transaction or event, affects the Stock such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights of any Participants
under the Plan, then the Committee shall make such equitable changes or
adjustments as it deems necessary or appropriate to either or both of (i) the
number and kind of securities which may thereafter be issued in connection with
grants, and (ii) the ability of any Participant to exchange Restricted Stock and
the terms of such exchange.

6.       Restricted Stock.

         (a) General. Each grant of shares of Restricted Stock shall be
evidenced by a Grant Agreement.


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         (b) Shares of Restricted Stock. Each grant of shares of Restricted
Stock shall comply with and be subject to the following terms and conditions:

                           (i) Issue Date and Vesting Date. At the time of a
         grant of shares of Restricted Stock, the Committee shall establish an
         Issue Date or Issue Dates and a Vesting Date or Vesting Dates with
         respect to such shares. The Committee may divide such shares into
         classes and assign a different Issue Date and/or a different Vesting
         Date for each class. Except as provided in Sections 6(b)(iv) and
         6(b)(vi) hereof, upon the occurrence of the Issue Date with respect to
         a share of Restricted Stock, a share of Restricted Stock shall be
         issued in accordance with Section 6(b)(iv) hereof. Provided that all
         conditions to the vesting of a share of Restricted Stock imposed
         pursuant to Section 6(b)(ii) hereof are satisfied, and except as
         provided in Sections 6(b)(iii) and 6(b)(vi) hereof, upon the occurrence
         of a Vesting Date with respect to a share of Restricted Stock, such
         share shall vest and the restrictions of Section 6(b)(iii) and Section
         6(b)(vi) hereof shall cease to apply to such share.

                           (ii) Conditions to Vesting. At the time of the grant
         of shares of Restricted Stock, in the Grant Agreement awarding such
         Restricted Stock, the Committee may impose such restrictions or
         conditions, not inconsistent with the provisions hereof, to the vesting
         of such shares as it, in its absolute discretion, deems appropriate,
         which vesting restrictions shall apply to all Plan Securities in
         respect of such Restricted Stock.

                           (iii) Restrictions on Transfer Prior to Vesting.
         Except as otherwise agreed to in writing by the Company, and only on
         condition that any transferee agrees to be bound by the provisions of
         this Plan and any other terms and conditions applicable to the
         Participant and relevant Plan Securities, prior to the vesting in full
         of Plan Securities, no transfer or encumbrance of Plan Securities,
         whether voluntary or involuntary, by operation of law or otherwise,
         shall vest the transferee or purported lienholder with any interest or
         right in or with respect to such securities, but immediately upon any
         attempt to transfer or encumber such rights, such securities, and all
         of the rights related thereto, shall be forfeited by the Participant or
         other holder, and the transfer or encumbrance shall be of no force or
         effect.

                           (iv) Issuance of Certificates. Except as provided in
         Sections 6(b)(v) or 6(b)(vi) hereof, reasonably promptly after the
         Issue Date with respect to shares of Restricted Stock, the Company
         shall cause to be issued a stock certificate, registered in the name of
         the Participant to whom such shares were granted, evidencing such
         shares; provided, that the Company shall not cause to be issued such a
         stock certificate unless it has received a stock power duly endorsed in
         blank with respect to such shares. Each such stock certificate and any
         similar document representing unvested Plan Securities shall bear the
         following legend:

                           "The transferability of this certificate and the
                           securities represented hereby are subject to the
                           restrictions, terms and conditions (including
                           forfeiture provisions and restrictions against
                           transfer) contained in the Premier Axium ASP, Inc.
                           Year 2001 Restricted Share Plan (the "Plan") and a
                           Grant Agreement entered into between the registered
                           owner of such shares and Premier Axium ASP, Inc. A
                           copy of the Plan and Grant Agreement is on file in
                           the office of the Secretary of Premier Axium ASP,
                           Inc., Premier Axium ASP, Inc., 9025 Wilshire
                           Boulevard, Suite 400, Beverly Hills, California
                           90211."


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                           Such legend shall not be removed from the certificate
                           evidencing such shares until such shares vest
                           pursuant to the terms hereof.

                           (v) Consequences Upon Vesting. Upon the vesting of
         Plan Securities pursuant to the terms hereof, the restrictions of
         Section 6(b)(iii) and Section 6(b)(vi) hereof shall cease to apply to
         such Plan Securities. Reasonably promptly after a share of Restricted
         Stock vests pursuant to the terms hereof, the Company shall cause to be
         issued and delivered to the holder of such Plan Securities, a
         certificate evidencing such share, free of the legend set forth in
         Section 6(b)(iv)(A) hereof.

                           (vi) Effect of Termination of Employment. Plan
         Securities may become vested if the Participant is then in the employ
         or a director of, or then maintains an independent contractor
         relationship with, the Company or any Affiliate at the relevant Vesting
         Date, and provided that the Participant in respect of which the
         associated Restricted Stock was granted has continuously maintained any
         of such relationships since the date of grant of such Restricted Stock;
         provided that, the agreement granting the shares of Restricted Stock
         may contain provisions extending the vesting of associated Plan
         Securities, in the event of specified terminations, to a date specified
         in such Grant Agreement. Unless otherwise agreed in writing by or on
         behalf of the Company, upon any Termination of Employment of a
         Participant prior to the Vesting Date of the relevant Plan Securities,
         such Plan Securities issued in respect of such Participant shall be
         forfeit and the Company shall be entitled to execute the stock powers
         held by the custodian to transfer the forfeited restricted stock back
         to the Company, without requirement of notice to the affected
         Participant or any other action.

7.       Change in Control Provisions.

         Upon a Change in Control, 67% of the shares of Restricted Stock granted
under the Plan shall, immediately prior to the Change in Control, become fully
vested in the Participant. The Board shall determine, in its sole discretion,
whether the remaining 33% of outstanding unvested shares of Restricted Stock
shall become fully vested. Nothing contained herein shall prevent the
substitution or grant of other stock by the Company after a Change in Control in
accordance with this Plan.

8.       General Provisions.

                  (a) Fair Market Value of Stock. In determining the Fair Market
Value of Stock for purposes of the Plan, the Board may rely on a valuation
report by an investment banking or valuation firm selected by the Board. In the
event the Stock becomes listed on any national stock exchange or quoted on the
national market quotations system, the Fair Market Value of the Stock shall, as
of any day, be the closing price for the immediately preceding trading day or,
if there were no such trades, last available trading price if within a
reasonable period of time.


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                  (b) Compliance with Legal and Exchange Requirements. This
Plan, the granting of shares of Restricted Stock thereunder, and the other
obligations of the Company under the Plan and any Agreement, shall be subject to
all applicable federal, state and foreign laws, rules and regulations, and to
such approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of shares of
Restricted Stock until completion of a stock exchange listing or registration or
qualification of such shares of Restricted Stock or other required action under
any state, federal or foreign law, rule or regulation as the Company may
consider appropriate, and may require any Participant and their successors and
assigns to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of shares of
Plan Securities in compliance with applicable laws, rules and regulations.

                  (c) No Right to Continued Employment, etc. Nothing in the Plan
or in any share of Restricted Stock granted or Agreement entered into pursuant
to the Plan shall confer upon any Participant the right to continue in the
employ of, or to continue as a director of or an independent contractor to, the
Company or any Affiliate, as the case may be, or to be entitled to any
remuneration or benefits not set forth in the Plan or such Agreement or to
interfere with or limit in any way the right of the Company or any such
Subsidiary or Affiliate to terminate such Participant's employment, directorship
or independent contractor relationship.

                  (d) Taxes. The Company or any Affiliate is authorized to
withhold from any share of Restricted Stock granted or any other payment or
grant to a Participant, amounts of withholding and other taxes due in connection
with any transaction involving a share of Restricted Stock, and to take such
other action as the Committee may deem advisable to enable the Company and a
Participant to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any share of Restricted Stock. This authority
shall include authority to withhold or receive Stock or other property and to
make cash payments in respect thereof in satisfaction of a Participant's tax
obligations as well as to report such transactions to the relevant tax
authorities.

                  (e) Amendment and Termination of the Plan. The Board may at
any time and from time to time alter, amend, suspend, or terminate the Plan in
whole or in part. Notwithstanding the foregoing, no amendment shall affect
adversely any of the rights of any Participant or such Participant's proper
successor or assign, without such Participant's or proper successor or assign's
consent, under any grant or shares of Restricted Stock theretofore granted under
the Plan.

                  (f) No Rights to Shares of Restricted Stock; No Stockholder
Rights. No person shall have any claim to be granted any share of Restricted
Stock under the Plan, and there is no obligation for uniformity of treatment
among Participants. Except as provided specifically herein, a Participant, (and
their successors and assigns) shall have no rights as a stockholder with respect
to any shares covered by the grant until the date of the issuance of a stock
certificate to such Participant for such shares.


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                  (g) Unfunded Status of Restricted Stock. The Plan is intended
to constitute an "unfunded" plan for incentive and deferred compensation.
Nothing contained in the Plan or any grant shares of Restricted Stock shall give
any such Participant any rights that are greater than those of a general
creditor of the Company.

                  (h) Governing Law. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State of
Nevada without giving effect to the conflict of laws principles thereof.

                  (i) Plan Termination. The Board may terminate the Plan at any
time. Unless terminated earlier by the Board, the Plan shall terminate ten years
after the Effective Date and no shares of Restricted Stock shall be granted
under the Plan after such date. Termination of the Plan under this Section 8(i)
will not affect the rights and obligations of any Participant or any successor
or assign with respect to grants of shares of Restricted Stock granted prior to
termination.