EXHIBIT 4.1

                                   CBCOM, INC.
                     STOCK COMPENSATION PLAN FOR CONSULTANTS
                               DATED MARCH 8, 2002


         NOW,  THEREFORE,  BE IT RESOLVED,  that the Board of  Directors  hereby
adopts and establishes a Stock  Compensation  Plan for  Consultants  pursuant to
which the  Company  may issue  shares of its  Common  Stock to  consultants  and
advisors in payment for services  rendered to the Company on the following terms
and conditions:

1.       The  number of shares of Common  Stock  subject  to the Plan  shall not
         exceed 500,000  shares,  subject to adjustment to reflect stock splits,
         combinations, recapitalizations and the like.

2.       The Plan shall be administered by the Board of Directors or a committee
         of two or more  directors  appointed  by the  Board.  The  Board or the
         committee  shall  from  time to time,  in its  discretion,  select  the
         persons eligible to receive shares under the Plan, determine the amount
         and value of the shares to be issued,  and  interpret  and construe the
         Plan.  Shares  issued under the Plan may be subject to such other terms
         and conditions,  such as vesting or performance  criteria, as the Board
         or the committee shall  determine.  Such terms and conditions  shall be
         set forth in an  agreement  entered  into  between  the Company and the
         consultant or advisor.

3.       The  persons  who may  participate  in the  Plan and  receive  stock as
         compensation  shall be  consultants or advisors of the Company who are:
         (k) natural  persons;  (ii) provide bona fide  services to the Company;
         and (iii)  provide  services to the Company that are not in  connection
         with the offer or sale of securities in a capital  raising  transaction
         and do not directly or indirectly  promote or maintain a market for the
         Company's securities.

4.       No  shares  may be issued  pursuant  to the Plan to any  consultant  or
         advisor  except  upon a  resolution  adopted by the Board or  committee
         stating  the value of the  services  rendered  to the  company  by such
         consultant or advisor and finding that such value  represents  full and
         adequate  consideration  for the shares  being  issued.  In making such
         determination,  the Board or the committee  shall consider  (among such
         other factors as it deems  relevant in light of the specific  nature of
         the services  rendered) the contributions,  responsibilities  and other
         compensation of, and the value of services  rendered to the Company and
         the market  value,  book value or other  measure of value of the Common
         Stock. No shares of Common Stock may be issued for  consideration  less
         than the par value thereof.

5.       The Board of  Directors  may, at any time,  suspend,  amend,  modify or
         terminate the Plan and may, with the consent of the participant,  amend
         or modify the terms and  conditions of any issuances of stock under the
         Plan.




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6.       The Plan and the  issuance  of shares  thereunder  are  subject to such
         additional  requirements  as the Board or the  Committee  may impose to
         assure, or facilitate  compliance with all applicable federal and state
         laws, rules and regulations (including, without limitation,  securities
         laws) and to such  approvals by any regulatory or  governmental  agency
         which may be necessary or advisable in connection therewith.

7.       The Plan and  agreements  entered  into  pursuant  to the Plan shall be
         governed by and construed in  accordance  with the laws of the State of
         Delaware.















































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