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FORM OF RESTRICTED STOCK AWARD AGREEMENT
Exhibit 4.1

                        RESTRICTED STOCK AWARD AGREEMENT


         THIS  AGREEMENT is made and entered into as of November 17, 2003 by and
between DOMINIX, INC., a Delaware corporation ("DOMINIX"),  and ___________ (the
"Recipient").

          WHEREAS,  DOMINIX  and  Recipient  have agreed  that  Recipient  shall
continue to provide valuable services to DOMINIX pursuant to, and DOMINIX wishes
to  create a further  incentive  for  Recipient  to  continue  to  provide  such
services;

         AND  WHEREAS,  DOMINIX  presently  does not have the cash  resources or
authorized shares of common stock to use to pay for such services;

          NOW,  THEREFORE,   in  consideration  of  their  mutual  promises  and
undertakings, DOMINIX and Recipient mutually agree as follows:

          1. In consideration  for Recipient's  agreement to continue to provide
services to DOMINIX (which  services  shall 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  DOMINIX'  securities)  as of
November (the "Grant Date"), is hereby granted  ___________ shares of restricted
DOMINIX common stock, $0.001 par value (the "Restricted  Stock"), The Restricted
Shares shall be issued and delivered to the Recipient  within five business days
after DOMINIX amends its certificate of  incorporation to permit the issuance of
the granted shares (the "Issuance  Date").  All the Restricted  Stock shall vest
immediately and the  restrictions  applicable to such shares of Restricted Stock
under the Securities Act of 1933, as amended shall be lifted, in compliance with
Rule 144 thereunder  utilizing the date of this Agreement and the beginning date
of the holding period for such Restricted Shares.

          2.  Recipient  shall be solely  responsible  for any and all  federal,
state, and local taxes which may be imposed on him as a result of his receipt of
the Restricted Stock

          3. In the  event  of any  change  (such as  recapitalization,  merger,
consolidation,  stock  dividend,  or  otherwise)  in the  character or amount of
DOMINIX  Corporation common stock, $0.001 par value, prior to the Issuance Date,
(a) the  number  of  shares  of  Restricted  Stock to which  Recipient  shall be
entitled  shall be the same as if he had  actually  owned the  Restricted  Stock
without  restriction at the time of such change,  and (b) the amount of the cash
to be paid to Recipient  shall be the amount of dividends paid on the Restricted
Stock following such change in the number of shares of Restricted Stock.

          4. The Restricted Stock shall be registered prior to the Issuance Date
under Form S-8 or a successor form thereto, or if such form is not available, on
any form for available to DOMINIX, the sale of securities to the Recipient.

          5.  Nothing in this  Agreement  shall be  interpreted  or construed to
create  a  contract  of  employment  between  DOMINIX  and the  Recipient.  This
Agreement  is intended  solely to provide  Recipient  an  incentive  to continue
providing services to DOMINIX under existing agreements for such services.





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         The maximum number of shares (subject to adjustment as aforesaid) which
may be issued under the corporation's plan is 100,000,000.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                    DOMINIX, INC.


                                    --------------------------------
                                    By: Andrew J. Schenker,
                                    President and Sole Director

                                    (This  Agreement  shall  be  filed  with the
                                    minutes of meetings of Dominix directors and
                                    shall be deemed  sufficient  consent  to the
                                    issuance of the Restricted Stock)

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Recipient





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