Exhibit 4.1

                    PARADISE MUSIC & ENTERTAINMENT, INC. 2001
                       CONSULTANT STOCK COMPENSATION PLAN

I.    PURPOSE OF THE PLAN.

      The purpose of this Plan is to further the growth of PARADISE MUSIC &
ENTERTAINMENT, INC. (the "Company") by allowing it to compensate consultants who
have provided bona fide services to the Company through the award of Common
Stock of the Company.

II.   DEFINITIONS.

      Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:

      1.    "Award" means any grant of (i) Common Stock or (ii) options or
            warrants to purchase Common Stock made under this Plan.

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

      3.    "Code" means the Internal Revenue Code of 1986, as amended.

      4.    "Common Stock" means the common stock, par value $0.01 per share, of
            the Company.

      5.    "Date of Grant" means the day the Board of Directors authorized the
            grant of an Award or such later date as may be specified by the
            Board of Directors as the date a particular Award will become
            effective.

      6.    "Consultant" means any person or entity (i) who has rendered or will
            render bona fide services to the Company, and (ii) who, in the
            opinion of the Board of Directors, is in a position to make, or who
            has previously made, a significant contribution to the success of
            the Company.

      7.    "Subsidiary" means any corporation that is a subsidiary of the
            Company as that term is defined in Section 424(f) of the Code.

III.  EFFECTIVE DATE OF THE PLAN.

      The effective date of this Plan is August 24, 2001.

IV.   ADMINISTRATION OF THE PLAN.

      The Board of Directors will be responsible for the administration of this
Plan, and will grant Awards under this Plan. Subject to the express provisions
of this Plan and applicable law, the Board of Directors shall have full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations that it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for


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any act or omission in connection with the administration of this Plan unless it
resulted from the member's willful misconduct.

V.    STOCK SUBJECT TO THE PLAN.

      The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 5,000,000. The Board of Directors may increase the
maximum number of shares of Common Stock as to which Awards may be granted at
such time as it deems advisable.

VI.   PERSONS ELIGIBLE TO RECEIVE AWARDS.

      Awards may be granted only to Consultants who are natural persons or, in
the case of Consultants who are not natural persons, to the person or persons
who provided services to the Company on behalf of the Consultant; provided,
however, that no Award may be granted to any Consultant or person who has
provided, or who is to provide, capital raising services or services intended to
assist in the promotion or maintenance of a market for the Company's securities.

VII.  GRANTS OF AWARDS.

      Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Consultants Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Consultant will relate, and the terms and conditions upon which an Award
may be issued (including, without limitation, the date of exercisability,
exercise price and term of any Award that constitutes an option or warrant to
purchase Common Stock). No grant will be made if, in the judgment of the Board
of Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and
regulations promulgated thereunder.

VIII. DELIVERY OF STOCK CERTIFICATES.

      As promptly as practicable after authorizing the grant of an Award, the
Company shall deliver to the person who is the recipient of the Award a
certificate or certificates, registered in that person's name, representing the
number of shares of Common Stock that were granted. If applicable, each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction that was not registered under the
Act, and may be sold or transferred only in a transaction that is registered
under the Act or is exempt from the registration requirements of the Act.

IX.   RIGHT TO CONTINUED ENGAGEMENT.

      Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.

X.    LAWS AND REGULATIONS.

      The obligation of the Company to sell and deliver shares of Common Stock
on the grant of an Award under this Plan shall be subject to the condition that
counsel for the Company be satisfied that the sale and delivery thereof will not
violate the Act or any other applicable laws, rules or regulations.

XI.   TERMINATION OF THE PLAN.


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      The Board of Directors may suspend or terminate this Plan at any time or
from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.

XII.  DELIVERY OF PLAN.

      A copy of this Plan shall be delivered to all participants, together with
a copy of the resolution or resolutions of the Board of Directors authorizing
the granting of the Award and establishing the terms, if any, of participation.


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