Exhibit 4.1

                              110 MEDIA GROUP, INC.
                       NONQUALIFIED STOCK OPTION AGREEMENT


      This Stock Option Agreement is made by and between 110 Media Group,  Inc.,
a corporation  formed under the laws of the State of Delaware  (the  "Company"),
and the  individual  ("Optionee")  specified on the attached  Notice of Grant of
Stock Options and Option Agreement (the "Notice").

                                   WITNESSETH:

      WHEREAS, the Optionee is a valued employee of the Company; and

      WHEREAS,  the Company considers it desirable and in its best interest that
the Optionee be provided an inducement  to acquire an ownership  interest in the
Company  and an  additional  incentive  to advance  the  interest of the Company
through the grant of an option to purchase  shares of the $.001 par value common
stock of the Company  pursuant to the  provisions of the  Company's  2003 Equity
Incentive Plan (the "Plan").

      NOW,  THEREFORE,  in consideration of the premises contained herein and in
the Plan, it is agreed as follows:

      (1) Grant of Option.  Subject to the terms and conditions contained herein
and in the Plan, the Company hereby grants the Optionee the right, privilege and
option (the "Option") to purchase the number of shares specified in the attached
Notice of the $.001 par value  common  stock of the Company at a price per share
specified  in the attached  Notice,  the fair market value of each such share on
the date of grant.  The future  value of such  shares is  unknown  and cannot be
predicted with  certainty.  If such shares do not increase in value,  the Option
will have no value.

      (2) Term and  Vesting of Option.  The term of the Option  shall be for the
period  set forth on the  Notice,  but in no event for more than ten (10)  years
("Term")  from  the  date  of this  Agreement  and,  subject  to the  terms  and
provisions  hereof and the Plan, the Option shall vest and Optionee may exercise
the Option in  accordance  with the vesting  schedule  specified in the attached
Notice  and  within  the Term.  Subject  to the  foregoing,  the  Option  may be
exercised  in whole or in part with  respect to all or any portion of the shares
to which it relates.

      (3) Method of Exercise.  The Option shall be exercised by the  transmittal
of written  notice  thereof to the Company at its  principal  place of business.
Such notice  shall  specify the number of shares  which the  Optionee  elects to
purchase, shall be signed by the Optionee and shall be accompanied by payment of
the purchase  price for the shares which the Optionee  elects to purchase.  Such
payment  may be made in whole or in part  (i) in cash or (ii) by  authorizing  a
Company-approved  third party to sell the shares (or a sufficient portion of the
shares)  acquired  upon  exercise  of the  Option  and  remit to the  Company  a
sufficient portion of the sale proceeds to pay the entire purchase price and any
tax  withholding  resulting  from such  exercise.  The Company may  instruct the
broker to deposit  the entire sale  proceeds  into a Company  owned  account for
further  distribution to the Optionee,  net of the entire purchase price and any
tax withholding resulting from such exercise.

      (4)  Termination of Option.  The Option shall terminate on the earliest to
occur of the following:



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            (a)   The expiration  date set forth on the Notice or ten (10) years
                  from the date of this Agreement.

            (b)   Three (3)  months  after  the  termination  of the  Optionee's
                  employment  with the Company,  unless such  termination is the
                  result of disability, death or retirement.

            (c)   In the case of termination as a result of disability or death,
                  one (1) year after the date of such termination.

            (d)   In the case of  termination  as a  result  of  retirement  (as
                  determined  by the  administrator  of  the  Plan  in its  sole
                  discretion),   five  (5)   years   after   the  date  of  such
                  termination.

      (5) Plan;  Restrictions.  In all respects  this  Agreement  and the Option
granted  herein shall be subject to the terms and  provisions  of the Plan which
has been, or is being,  provided,  or otherwise made available,  to the Optionee
and is incorporated herein by reference. Accordingly, the rights of the Optionee
under this  Agreement  and the shares of common  stock of the Company  which the
Optionee may purchase hereunder are subject to certain restrictions as set forth
in the Plan.

      (6) Rights Prior to Exercise of Option.  The Optionee shall have no rights
as a stockholder with respect to the shares of stock subject to the Option until
the exercise of his rights  hereunder  and the issuance and delivery to Optionee
of a certificate or certificates evidencing such shares.

      (7)  Transferability.  Except as otherwise  provided in this Section,  the
Option  is not  transferable  other  than  by will or the  laws of  descent  and
distribution,  and the  Option may be  exercised,  during  the  lifetime  of the
Optionee, only by the Optionee.  However, the Optionee, with the approval of the
Committee, may transfer the Option for no consideration to or for the benefit of
the Optionee's Immediate Family (including,  without limitation,  to a trust for
the benefit of the  Optionee's  Immediate  Family or to a partnership or limited
liability company for one or more members of the Optionee's  Immediate  Family),
subject to such limits as the Committee may establish,  and the transferee shall
remain subject to all the terms and conditions applicable to the Option prior to
such  transfer.  The  forgoing  right to transfer  the Option shall apply to the
right to consent to amendments to this Agreement.  The term  "Immediate  Family"
shall mean the Optionee's  spouse,  parents,  children,  stepchildren,  adoptive
relationships,  sisters, bothers and grandchildren (and, for this purpose, shall
also include the Optionee).

      (8) Termination of the Plan; No Right to Future Grants; Extraordinary Item
of  Compensation.  By entering into the Notice and Stock Option  Agreement,  the
Optionee  acknowledges:  (i) that the Plan is discretionary in nature and may be
suspended or terminated  by the Company at any time;  (ii) that the grant of the
Option is a one-time  benefit  which does not  create any  contractual  or other
right to receive future grants of options, or benefits in lieu of options; (iii)
that all determinations with respect to any such future grants,  including,  but
not limited to, the times when  options  shall be granted,  the number of shares
subject to each option, the option price, and the time or times when each option
shall be exercisable,  will be at the sole discretion of the Company;  (iv) that
the Optionee's participation in the Plan is voluntary; (v) that the value of the
option is an  extraordinary  item of compensation  which is outside the scope of
the Optionee's employment contract, if any; and (vi) that the Option is not part
of normal or expected  compensation  for purposes of calculating  any severance,
resignation,  redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.



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<PAGE>

      (9) Data Privacy.  By entering into the Notice and Stock Option Agreement,
the Optionee:  (i) authorizes the Company and  Subsidiary,  and any agent of the
Company and Subsidiary  administering  the Plan or providing Plan  recordkeeping
services, to disclose to the Company or any of its subsidiaries such information
and  data as the  Company  or any  such  subsidiary  shall  request  in order to
facilitate the grant of options and the  administration of the Plan; (ii) waives
any data privacy rights he or she may have with respect to such information; and
(iii)  authorizes  the  Company  and  Subsidiary  to  store  and  transmit  such
information in electronic form.

      (10)   Applicable  Laws  and  Consent  to   Jurisdiction.   The  validity,
construction,  interpretation  and  enforceability  of this  Agreement  shall be
determined  and  governed  by the laws of the State of New York  without  giving
effect to the principles of conflicts of laws. For the purpose of litigating any
dispute  that  arises  under  this  Agreement,  the  parties  hereby  consent to
exclusive  jurisdiction  in the State of New York and agree that such litigation
shall be  conducted  in the courts of Suffolk  County,  New York or the  federal
courts of the United States for Suffolk County, New York.

      (11)  Severability.  The provisions of this Agreement are severable and if
any  one or  more  provisions  may be  determined  to be  illegal  or  otherwise
unenforceable,  in whole or in part, the remaining provisions, and any partially
unenforceable  provision to the extent  enforceable in any  jurisdiction,  shall
nevertheless be binding and enforceable.

      (13)  Waiver.  The waiver by the Company of a breach of any  provision  of
this  Agreement by Optionee shall not operate or be construed as a waiver of any
subsequent breach by Optionee.

      (14) Binding  Effect.  The provisions of this  Agreement  shall be binding
upon the parties  hereto,  their  successors  and  assigns,  including,  without
limitation,  the estate of the Optionee  and the  executors,  administrators  or
trustees  of  such  estate  and  any   receiver,   trustee  in   bankruptcy   or
representative of the creditors of the Optionee.

      (15) Construction.  This Agreement is subject to and shall be construed in
accordance  with the Plan,  the terms of which are  explicitly  made  applicable
hereto.  Unless otherwise  defined herein,  capitalized  terms in this Agreement
shall have the same  definitions  as set forth in the Plan.  In the event of any
conflict between the provisions  hereof and those of the Plan, the provisions of
the Plan shall govern.


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110 Media Group, Inc.                               Date



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Optionee                                            Date



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                        NOTICE OF GRANT OF STOCK OPTIONS



Name           No. of Options     Exercise Price     Expiration Date    Vesting





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