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                                                                     EXHIBIT 4.1

                           2002 ISEMPLOYMENT.COM, INC.
                              STOCK INCENTIVE PLAN

1.       PURPOSE OF THE PLAN

         The purpose of the Plan is to aid the Company and its Affiliates in
         recruiting and retaining key employees, directors or consultants of
         outstanding ability and to motivate such employees, directors or
         consultants to exert their best efforts on behalf of the Company and
         its Affiliates by providing incentives through the granting of Awards.
         The Company expects that it will benefit from the added interest which
         such key employees, directors or consultants will have in the welfare
         of the Company as a result of their proprietary interest in the
         Company's success.

2.       DEFINITIONS

         The following capitalized terms used in the Plan have the respective
         meanings set forth in this Section:

         a.   ACT: The Securities Exchange Act of 1934, as amended, or any
              successor thereto.
         b.   AFFILIATE: With respect to the Company, any entity determined by
              the Committee to be directly or indirectly controlling, controlled
              by, or under common control with, the Company or any other entity
              designated by the Committee in which the Company or an Affiliate
              has an interest.
         c.   AWARD: An Option or Other Stock-Based Award granted pursuant to
              the Plan.
         d.   BENEFICIAL OWNER: A "beneficial owner", as such term is defined in
              Rule 13d-3 under the Act (or any successor rule thereto).
         e.   BOARD: The Board of Directors of the Company.
         f.   CHANGE IN CONTROL: The occurrence of any of the following events:
              i.   any Person (other than the Company, any trustee or other
                   fiduciary holding securities under an employee benefit plan
                   of the Company, or any company owned, directly or indirectly,
                   by the shareholders of the Company in substantially the same
                   proportions as their ownership of stock of the Company),
                   becomes the Beneficial Owner, directly or indirectly, of
                   securities of the Company, representing 50% or more of the
                   combined voting power of the Company's then-outstanding
                   securities;
              ii.  during any period of twenty-four consecutive months (not
                   including any period prior to the Effective Date),
                   individuals who at the beginning of such period constitute
                   the Board, and any new director (other than (A) a director
                   nominated by a Person who has entered into an agreement with
                   the Company to effect a transaction described in Sections
                   2(f)(i), (iii) or (iv) of the Plan or (B) a director
                   nominated by any Person (including the Company) who publicly
                   announces an intention to take or to consider taking actions

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                   (including, but not limited to, an actual or threatened proxy
                   contest) which if consummated would constitute a Change in
                   Control) whose election by the Board or nomination for
                   election by the Company's shareholders was approved by a vote
                   of at least two-thirds (2/3) of the directors then still in
                   office who either were directors at the beginning of the
                   period or whose election or nomination for election was
                   previously so approved, cease for any reason to constitute at
                   least a majority thereof;
              iii. the consummation of any transaction or series of transactions
                   resulting in a merger or consolidation, in which the Company
                   is involved, other than a merger or consolidation which would
                   result in the shareholders of the Company immediately prior
                   thereto continuing to own (either by remaining outstanding or
                   by being converted into voting securities of the surviving
                   entity) more than 50% of the combined voting power of the
                   voting securities of the Company or such surviving entity (or
                   the parent of the Company or such surviving entity)
                   outstanding immediately after such merger or consolidation;
                   or
              iv.  the consummation of any transaction or series of transactions
                   resulting in the complete liquidation of the Company or the
                   sale or disposition by the Company of all or substantially
                   all of the Company's assets, other than a liquidation of the
                   Company into a wholly-owned subsidiary.

         g.   CODE: The Internal Revenue Code of 1986, as amended, or any
              successor thereto.
         h.   COMMITTEE: The Stock Option Committee of the Board.
         i.   COMPANY: ISEmployment.com, Inc., a Wyoming corporation.
         j.   EFFECTIVE DATE: The date the Board approves the Plan, or such
              later date as is designated by the Board.
         k.   FAIR MARKET VALUE: On a given date, (i) if there should be a
              public market for the Shares on such date, the arithmetic mean of
              the high and low prices of the Shares as reported on such date on
              the Composite Tape of the principal national securities exchange
              on which such Shares are listed or admitted to trading, or, if the
              Shares are not listed or admitted on any national securities
              exchange, the arithmetic mean of the per Share closing bid price
              and per Share closing asked price on such date as quoted on the
              OTC Bulletin Board (the "OTCBB"), National Association of
              Securities Dealers Automated Quotation System (or such market in

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              which such prices are regularly quoted) (the "NASDAQ"), or, if no
              sale of Shares shall have been reported on the Composite Tape of
              any national securities exchange or quoted on the OTCBB or NASDAQ
              on such date, then the immediately preceding date on which sales
              of the Shares have been so reported or quoted shall be used, and
              (ii) if there should not be a public market for the Shares on such
              date, the Fair Market Value shall be the value established by the
              Committee in good faith.
         l.   ISO: An Option that is also an incentive stock option granted
              pursuant to Section 6(d) of the Plan.
         m.   OTHER STOCK-BASED AWARDS: Awards granted pursuant to Section 7 of
              the Plan.
         n.   OPTION: A stock option granted pursuant to Section 6 of the Plan.
         o.   OPTION PRICE: The purchase price per Share of an Option, as
              determined pursuant to Section 6(a) of the Plan.
         p.   PARTICIPANT: An employee, director or consultant who is selected
              by the Committee to participate in the Plan.
         q.   PERSON: A "person", as such term is used for purposes of Section
              13(d) or 14(d) of the Act (or any successor section thereto).
         r.   PLAN: The 2002 ISEmployment.com, Inc. Stock Incentive Plan.
         s.   SHARES: Shares of common stock of the Company.
         t.   SUBSIDIARY: A subsidiary corporation, as defined in Section 424(f)
              of the Code (or any successor section thereto).

3.       SHARES SUBJECT TO THE PLAN

         The total number of Shares which may be issued under the Plan is
         1,000,000. The Shares may consist, in whole or in part, of unissued
         Shares or treasury Shares. If, after the effective date of the Plan,
         any Award is forfeited or otherwise terminates or is canceled without
         the delivery of Shares, Shares are surrendered or withheld from any
         Award to satisfy a Participant's income tax or other withholding
         obligations, or Shares owned by a Participant are tendered to pay the
         exercise price of any Award granted under the Plan, then the Shares
         covered by such forfeited, terminated or canceled Award or which are
         equal to the number of Shares surrendered, withheld or tendered shall
         again become available for transfer pursuant to Awards granted or to be
         granted under this Plan.

4.       ADMINISTRATION

         The Plan shall be administered by the Committee, which may delegate its
         duties and powers in whole or in part to (i) any subcommittee thereof
         consisting solely of at least two individuals who are intended to
         qualify as "non-employee directors" within the meaning of Rule 16b-3
         under the Act (or any successor rule thereto) and "outside directors"
         within the meaning of Section 162(m) of the Code (or any successor
         section thereto) or (ii) any officer(s) of the Company. Awards may, in
         the discretion of the Committee, be made under the Plan in assumption
         of, or in substitution for, outstanding awards previously granted by
         the Company or its affiliates or a company acquired by the Company or
         with which the Company combines. The number of Shares underlying such
         substitute awards shall not be counted against the aggregate number of
         Shares available for Awards under the Plan. The Committee is authorized
         to interpret the Plan and any Award agreements, to establish, amend and

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         rescind any rules and regulations relating to the Plan, and to make any
         other determinations that it deems necessary or desirable for the
         administration of the Plan. The Committee may correct any defect or
         supply any omission or reconcile any inconsistency in the Plan in the
         manner and to the extent the Committee deems necessary or desirable.
         The Committee may also determine whether, to what extent and under what
         circumstances (i) Awards may be settled or exercised in cash, Shares,
         other securities, other Awards or other property, or canceled,
         forfeited or suspended and the method or methods by which Awards may be
         settled, canceled, forfeited or suspended, and (ii) Shares, other
         securities, other Awards or other property and other amounts payable
         with respect to an Award shall be deferred either automatically or at
         the election of the holder thereof or of the Committee. Any decision of
         the Committee in the interpretation and administration of the Plan, as
         described herein, shall lie within its sole and absolute discretion and
         shall be final, conclusive and binding on all parties concerned
         (including, but not limited to, Participants and their beneficiaries or
         successors). The Committee shall have the full power and authority to
         establish the terms and conditions of any Award consistent with the
         provisions of the Plan and to waive any such terms and conditions at
         any time (including, without limitation, accelerating or waiving any
         vesting conditions). The Committee shall require payment of any amount
         it may determine to be necessary to withhold for federal, state, local
         or other taxes as a result of the exercise of an Award. Notwithstanding
         anything to the contrary contained herein, the Board may, in its sole
         discretion, at any time and from time to time, grant Awards or
         administer the Plan. In such event, the Board shall have all of the
         authority and responsibility granted to the Committee herein.

5.       LIMITATIONS

         No Award may be granted under the Plan after the tenth anniversary of
         the Effective Date, but Awards theretofore granted may extend beyond
         that date.

6.       TERMS AND CONDITIONS OF OPTIONS

         Options granted under the Plan shall be, as determined by the
         Committee, non-qualified or incentive stock options for federal income
         tax purposes, as evidenced by the related Award agreements, and shall
         be subject to the foregoing and the following terms and conditions and
         to such other terms and conditions, not inconsistent therewith, as the
         Committee shall determine:

         a.   OPTION PRICE. The Option Price per Share shall be determined by
              the Committee, but shall not be less than 100% of the Fair Market
              Value of the Shares on the date an Option is granted.
         b.   EXERCISABILITY. Options granted under the Plan shall be
              exercisable at such time and upon such terms and conditions as may
              be determined by the Committee, but in no event shall an Option be
              exercisable more than ten years after the date it is granted.

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         c.   EXERCISE OF OPTIONS. Except as otherwise provided in the Plan or
              in an Award agreement, an Option may be exercised for all, or from
              time to time any part, of the Shares for which it is then
              exercisable. For purposes of Section 6 of the Plan, the exercise
              date of an Option shall be the later of the date a notice of
              exercise is received by the Company and, if applicable, the date
              payment is received by the Company pursuant to clauses (i), (ii)
              or (iii) in the following sentence. The purchase price for the
              Shares as to which an Option is exercised shall be paid to the
              Company in full at the time of exercise at the election of the
              Participant (i) in cash or its equivalent (e.g., by check), (ii)
              to the extent permitted by the Committee, in Shares having a Fair
              Market Value equal to the aggregate Option Price for the Shares
              being purchased and satisfying such other requirements as may be
              imposed by the Committee; PROVIDED, that such Shares have been
              held by the Participant for no less than six months (or such other
              period as established from time to time by the Committee), (iii)
              partly in cash and, to the extent permitted by the Committee,
              partly in such Shares, (iv) through the delivery of irrevocable
              instruments to a broker to deliver promptly to the Company an
              amount equal to the aggregate option price for the shares being
              purchased or (v) through any other method specified by the
              Committee. Shares shall be delivered to the Participant promptly
              after the Participant has given written notice of exercise of the
              Option, paid in full for such Shares and, if applicable, has
              satisfied any other conditions imposed by the Committee pursuant
              to the Plan.
         d.   ISOS. If and when the shareholders of the Company approve this
              Plan, the Committee may grant Options under the Plan that are
              intended to be ISOs. Such ISOs shall comply with the requirements
              of Section 422 of the Code (or any successor section thereto). No
              ISO may be granted to any Participant who at the time of such
              grant, owns more than ten percent of the total combined voting
              power of all classes of stock of the Company or of any Subsidiary,
              unless (i) the Option Price for such ISO is at least 110% of the
              Fair Market Value of a Share on the date the ISO is granted and
              (ii) the date on which such ISO terminates is a date not later
              than the day preceding the fifth anniversary of the date on which
              the ISO is granted. Any Participant who disposes of Shares
              acquired upon the exercise of an ISO either (i) within two years
              after the date of grant of such ISO or (ii) within one year after
              the transfer of such Shares to the Participant, shall notify the
              Company of such disposition and of the amount realized upon such
              disposition.

7.       OTHER STOCK-BASED AWARDS

         The Committee, in its sole discretion, may grant Awards of Shares,
         Awards of restricted Shares and Awards that are valued in whole or in
         part by reference to, or are otherwise based on the Fair Market Value
         of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards
         shall be in such form, and dependent on such conditions, as the
         Committee shall determine, including, without limitation, the right to
         receive one or more Shares (or the equivalent cash value of such
         Shares) upon the completion of a specified period of service, the

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         occurrence of an event and/or the attainment of performance objectives.
         Other Stock-Based Awards may be granted alone or in addition to any
         other Awards granted under the Plan or may be granted in satisfaction
         of awards granted pursuant to other plans of the Company. Subject to
         the provisions of the Plan, the Committee shall determine to whom and
         when Other Stock-Based Awards will be made, the number of Shares to be
         awarded under (or otherwise related to) such Other Stock-Based Awards;
         whether such Other Stock-Based Awards shall be settled in cash, Shares
         or a combination of cash and Shares; and all other terms and conditions
         of such Awards (including, without limitation, the vesting provisions
         thereof and provisions ensuring that all Shares so awarded and issued
         shall be fully paid and non- assessable).

8.       ADJUSTMENTS UPON CERTAIN EVENTS

         Notwithstanding any other provisions in the Plan to the contrary, the
         following provisions shall apply to all Awards granted under the Plan:

         a.   GENERALLY. In the event of any change in the outstanding Shares
              after the Effective Date by reason of any Share dividend or split,
              reorganization, recapitalization, merger, consolidation, spin-off,
              combination, combination or transaction or exchange of Shares or
              other corporate exchange, or any distribution to shareholders of
              Shares other than regular cash dividends or any transaction
              similar to the foregoing, the Committee in its sole discretion and
              without liability to any person may make such substitution or
              adjustment, if any, as it deems to be equitable, as to (i) the
              number or kind of Shares or other securities issued or reserved
              for issuance pursuant to the Plan or pursuant to outstanding
              Awards, (ii) the maximum number of Shares for which Options may be
              granted during a calendar year to any Participant, (iii) the
              Option Price and/or (iv) any other affected terms of such Awards.
         b.   CHANGE IN CONTROL. Except as otherwise provided in an Award
              agreement, in the event of a Change in Control, the Committee in
              its sole discretion and without liability to any person may take
              such actions, if any, as it deems necessary or desirable with
              respect to any Award (including, without limitation, (i) the
              acceleration of an Award, (ii) the payment of a cash amount in
              exchange for the cancellation of an Award and/or (iii) the
              requiring of the issuance of substitute Awards that will
              substantially preserve the value, rights and benefits of any
              affected Awards previously granted hereunder) as of the date of
              the consummation of the Change in Control.

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9.       NO RIGHT TO EMPLOYMENT OR AWARDS

         The granting of an Award under the Plan shall impose no obligation on
         the Company or any Subsidiary to continue the employment or service or
         consulting relationship of a Participant and shall not lessen or affect
         the Company's or Subsidiary's right to terminate the employment or
         service or consulting relationship of such Participant. No Participant
         or other Person shall have any claim to be granted any Award, and there
         is no obligation for uniformity of treatment of Participants, or
         holders or beneficiaries of Awards. The terms and conditions of Awards
         and the Committee's determinations and interpretations with respect
         thereto need not be the same with respect to each Participant (whether
         or not such Participants are similarly situated). No Participant shall
         have any rights to dividends or other rights of a stockholder with
         respect to Shares subject to an Award until the Shares have been
         delivered to the Participant.

10.      SUCCESSORS AND ASSIGNS

         The Plan shall be binding on all successors and assigns of the Company
         and a Participant, including without limitation, the estate of such
         Participant and the executor, administrator or trustee of such estate,
         or any receiver or trustee in bankruptcy or representative of the
         Participant's creditors.

11.      NONTRANSFERABILITY OF AWARDS

         Unless otherwise determined by the Committee, an Award shall not be
         transferable or assignable by the Participant otherwise than by will or
         by the laws of descent and distribution. An Award exercisable after the
         death of a Participant may be exercised by the legatees, personal
         representatives or distributees of the Participant. The Committee may
         (but is not required to) permit a Participant to transfer any Option
         which is not an ISO to one or more of the Participant's immediate
         family members or to trusts established entirely for the benefit of the
         Participant and/or one or more of such Participant's immediate family
         members. For purposes of the Plan, (i) the term "immediate family"
         shall mean the Participant's spouse and issue (including adopted and
         step children) and (ii) the phrase "immediate family members or to
         trusts established entirely for the benefit of the Participant and/or
         one or more of such Participant's immediate family members" shall be
         further limited, if necessary, so that neither the transfer of a
         nonqualified stock option to such immediate family member or trust, nor
         the ability of a Participant to make such a transfer shall have adverse
         consequences to the Company or the Participant by reason of Section
         162(m) of the Code.

12.      AMENDMENTS OR TERMINATION

         The Committee may amend, alter or discontinue the Plan, but no
         amendment, alteration or discontinuation shall be made which, without
         the consent of a Participant, would materially diminish any of the
         rights of the Participant under any Award theretofore granted to such

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         Participant under the Plan; PROVIDED, HOWEVER, that the Committee may
         amend the Plan in such manner as it deems necessary to permit the
         granting of Awards meeting the requirements of the Code or other
         applicable laws and, PROVIDED, FURTHER, that any action of the
         Committee that alters or affects the tax treatment of any Award shall
         not be considered to materially diminish any of the rights of a
         Participant.

13.      INTERNATIONAL PARTICIPANTS

         With respect to Participants who reside or work outside the United
         States of America and who are not (and who are not expected to be)
         "covered employees" within the meaning of Section 162(m) of the Code,
         the Committee may, in its sole discretion, amend the terms of the Plan
         or Awards with respect to such Participants in order to conform such
         terms with the requirements of local law.

14.      RIGHT OF RECAPTURE

         To the extent provided in the Award agreement, if at any time within
         six months after the date on which a Participant exercises an Option or
         stock appreciation right, or on which restricted stock vests, or which
         is the maturity date of restricted stock units, or on which income is
         realized by a Participant in connection with any Other Stock-Based
         Award (each of which events is a "REALIZATION EVENT"), the Participant
         engages in certain activity specified in such Participant's Award
         agreement (which is determined in the discretion of the Committee to
         have occurred), then any gain realized by the Participant from the
         realization event shall be paid by the Participant to the Company upon
         notice from the Company. Such gain shall be determined on a gross
         basis, without reduction for any taxes incurred, as of the date of the
         realization event, without regard to any subsequent change in the Fair
         Market Value of the Shares. The Company shall have the right to offset
         such gain against any amounts otherwise owed to the Participant by the
         Company (whether as wages, vacation pay, or pursuant to any benefit
         plan or other compensatory arrangement).

15.      CONSENT

         If the Committee shall at any time determine that any consent (as
         hereinafter defined) is necessary or desirable as a condition of, or in
         connection with, the granting of any Award, the delivery of Shares or
         the delivery of any cash, securities or other property under the Plan,
         or the taking of any other action thereunder (each such action being
         hereinafter referred to as a "plan action"), then such plan action
         shall not be taken, in whole or in part, unless and until such consent
         shall have been effected or obtained to the full satisfaction of the
         Committee. The Committee may direct that any certificate evidencing

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         Shares delivered pursuant to the Plan shall bear a legend setting forth
         such restrictions on transferability as the Committee may determine to
         be necessary or desirable, and may advise the transfer agent to place a
         stop order against any legended shares. The term "consent" as used
         herein with respect to any plan action includes (a) any and all
         listings, registrations or qualifications in respect thereof upon any
         securities exchange or under any federal, state, or local law, or law,
         rule or regulation of a jurisdiction outside the United States, (b) any
         and all written agreements and representations by the Participant with
         respect to the disposition of Shares, or with respect to any other
         matter, which the Committee may deem necessary or desirable to comply
         with the terms of any such listing, registration or qualification or to
         obtain an exemption from the requirement that any such listing,
         qualification or registration be made, (c) any and all other consents,
         clearances and approvals in respect of a plan action by any
         governmental or other regulatory body or any stock exchange or
         self-regulatory agency and (d) any and all consents or authorizations
         required to comply with, or required to be obtained under, applicable
         local law or otherwise required by the Committee. Nothing herein shall
         require the Company to list, register or qualify the Shares on any
         securities exchange.

16.      CHOICE OF LAW

         The Plan shall be governed by and construed in accordance with the laws
         of the State of Wyoming without regard to conflicts of laws.

17.      EFFECTIVENESS OF THE PLAN
         The Plan shall be effective as of the Effective Date.


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