Exhibit 4.4

                           TREASURY INTERNATIONAL INC.
                     STOCK COMPENSATION PLAN FOR CONSULTANTS
                               DATED JUNE 27, 2001

         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  1,000,000  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:  (i)
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.

         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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