EXHIBIT 4.1

                           MOTORSPORTS EMPORIUM, INC.
                      2007 CONSULTANTS RETAINER STOCK PLAN

1.  INTRODUCTION.  This Plan shall be known as the "Motorsports  Emporium,  Inc.
2007  Consultants  Retainer Stock Plan," and is  hereinafter  referred to as the
"Plan." The purposes of this Plan are to enable  Motorsports  Emporium,  Inc., a
Nevada corporation ("Company"),  to promote the interests of the Company and its
stockholders by attracting and retaining  "Consultants" (as defined in Paragraph
2,  below)  capable of  furthering  the future  success  of the  Company  and by
aligning  their  economic  interests  more closely  with those of the  Company's
stockholders,  by paying  their  retainers  or fees in the form of shares of the
Company's common stock, par value $.001 per share ("Common Stock").

2. DEFINITIONS. The following terms shall have the meanings set forth below:

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

     "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

     "Code" means the Internal  Revenue Code of 1986, as amended,  and the rules
and regulations  thereunder.  References to any provision of the Code or rule or
regulation  thereunder  shall be deemed to  include  any  amended  or  successor
provision, rule or regulation.

     "Committee"  means the committee that  administers this Plan, as more fully
defined in Paragraph 13 hereof.

     "Common Stock" has the meaning set forth in Paragraph 1 hereof.

     "Company" has the meaning set forth in Paragraph 1 hereof.

     "Consultants"  means  Company's  consultants and advisors only if: (i) they
are natural  persons;  (ii) they provide bona fide services to the Company;  and
(iii) the services 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.

     "Deferral Election" has the meaning set forth in Paragraph 6 hereof.

     "Deferred  Stock  Account"  means a bookkeeping  account  maintained by the
Company for a Participant  representing the Participant's interest in the shares
credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.

     "Delivery Date" has the meaning set forth in Paragraph 6 hereof.

     "Director" means an individual who is a member of the Board of Directors of
the Company.

     "Dividend  Equivalent" for a given dividend or other  distribution  means a
number of shares of the  Common  Stock  having a Fair  Market  Value,  as of the
record date for such dividend or distribution, equal to the amount of cash, plus
the Fair  Market  Value on the date of  distribution  of any  property,  that is
distributed  with  respect to one share of the  Common  Stock  pursuant  to such
dividend  or  distribution;  such  Fair  Market  Value to be  determined  by the
Committee in good faith.
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     "Effective Date" has the meaning set forth in Paragraph 3 hereof.

     "Exchange Act" has the meaning set forth in Paragraph 12(d) hereof.

     "Fair Market Value" means the mean between the highest and lowest  reported
sales prices of the Common Stock on the New York Stock  Exchange  Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which the Common  Stock is listed or on The Nasdaq Stock  Market,  or, if not so
listed on any other  national  securities  exchange or The Nasdaq Stock  Market,
then the  average  of the bid price of the  Common  Stock  during  the last five
trading days on the OTC Bulletin  Board  immediately  preceding the last trading
day  prior to the date with  respect  to which  the Fair  Market  Value is to be
determined.  If the  Common  Stock is not then  publicly  traded,  then the Fair
Market  Value of the Common  Stock  shall be the book value of the  Company  per
share as determined on the last day of March, June, September or December in any
year closest to the date when the  determination  is to be made. For the purpose
of determining book value hereunder, book value shall be determined by adding as
of the  applicable  date called for herein the capital,  surplus,  and undivided
profits of the  Company,  and after having  deducted  any  reserves  theretofore
established;  the sum of these items shall be divided by the number of shares of
the Common Stock  outstanding  as of said date,  and the quotient  thus obtained
shall represent the book value of each share of the Common Stock of the Company.

     "Participant" has the meaning set forth in Paragraph 4 hereof.

     "Payment  Time"  means  the time  when a Stock  Retainer  is  payable  to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral Election).

     "Stock Retainer" has the meaning set forth in Paragraph 5 hereof.

     "Third Anniversary" has the meaning set forth in Paragraph 6 hereof.

3. EFFECTIVE DATE OF THE PLAN.  This Plan was adopted by the Board effective May
31, 2007 ("Effective Date").

4. ELIGIBILITY.  Each individual who is a non-employee Director or Consultant on
the Effective Date and each  individual  who becomes a non-employee  Director or
Consultant  thereafter  during  the term of this  Plan,  shall be a  participant
("Participant") in this Plan, in each case during such period as such individual
remains a  non-employee  Director  or  Consultant  and is not an employee of the
Company or any of its  subsidiaries.  Each credit of shares of the Common  Stock
pursuant to this Plan shall be evidenced by a written  agreement  duly  executed
and  delivered  by or on behalf of the  Company  and a  Participant,  if such an
agreement is required by the Company to assure  compliance  with all  applicable
laws and regulations.

5.  GRANTS  OF  SHARES.   Commencing  on  the  Effective  Date,  the  amount  of
compensation  for services to  non-employee  Directors or  Consultants  shall be
payable in shares of the Common Stock ("Stock Retainer")  pursuant to this Plan.
The deemed  issuance  price of shares of the Common Stock  subject to each Stock
Retainer  shall  not be less than 85  percent  of the Fair  Market  Value of the
Common  Stock  on the date of the  grant.  In the  case of any  person  who owns
securities  possessing more than ten percent of the combined voting power of all
classes of  securities  of the issuer or its parent or  subsidiaries  possessing
voting power, the deemed issuance price of shares of the Common Stock subject to
each Stock  Retainer  shall be at least 100 percent of the Fair Market  Value of
the Common Stock on the date of the grant.

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6. DEFERRAL OPTION. From and after the Effective Date, a Participant may make an
election ("Deferral Election") on an annual basis to defer delivery of the Stock
Retainer  specifying which one of the following ways the Stock Retainer is to be
delivered  (a) on the date which is three  years  after the  Effective  Date for
which it was  originally  payable  ("Third  Anniversary"),  (b) on the date upon
which the  Participant  ceases to be a  Director  or  Consultant  for any reason
("Departure Date") or (c) in three equal annual  installments  commencing on the
Departure Date ("Third  Anniversary" and "Departure Date" each being referred to
herein as a "Delivery Date").  Such Deferral Election shall remain in effect for
each Subsequent Year unless changed,  provided that, any Deferral  Election with
respect to a  particular  Year may not be changed  less than six months prior to
the  beginning  of such  Year,  and  provided,  further,  that no more  than one
Deferral Election or change thereof may be made in any Year.

Any Deferral  Election  and any change or  revocation  thereof  shall be made by
delivering  written  notice  thereof to the  Committee  no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with respect to the Year beginning on the Effective Date, any Deferral  Election
or  revocation  thereof must be delivered no later than the close of business on
the 30th day after the Effective Date.

7. DEFERRED STOCK ACCOUNTS.  The Company shall maintain a Deferred Stock Account
for each  Participant who makes a Deferral  Election to which shall be credited,
as of the  applicable  Payment  Time,  the number of shares of the Common  Stock
payable pursuant to the Stock Retainer to which the Deferral  Election  relates.
So long as any amounts in such Deferred Stock Account have not been delivered to
the Participant  under Paragraph 8 hereof,  each Deferred Stock Account shall be
credited as of the payment date for any dividend paid or other distribution made
with  respect to the Common  Stock,  with a number of shares of the Common Stock
equal to (a) the number of shares of the  Common  Stock  shown in such  Deferred
Stock Account on the record date for such dividend or distribution multiplied by
(b) the Dividend Equivalent for such dividend or distribution.

8. DELIVERY OF SHARES.

     (a) The  shares  of the  Common  Stock in a  Participant's  Deferred  Stock
     Account  with respect to any Stock  Retainer for which a Deferral  Election
     has been made (together with dividends attributable to such shares credited
     to such Deferred Stock Account) shall be delivered in accordance  with this
     Paragraph 8 as soon as  practicable  after the  applicable  Delivery  Date.
     Except with respect to a Deferral  Election pursuant to Paragraph 6 hereof,
     or other agreement  between the parties,  such shares shall be delivered at
     one time;  provided  that, if the number of shares so delivered  includes a
     fractional  share, such number shall be rounded to the nearest whole number
     of shares. If the Participant has in effect a Deferral Election pursuant to
     Paragraph 6 hereof,  then such  shares  shall be  delivered  in three equal
     annual  installments  (together with dividends  attributable to such shares
     credited to such Deferred Stock Account),  with the first such  installment
     being  delivered on the first  anniversary of the Delivery  Date;  provided
     that, if in order to equalize such  installments,  fractional  shares would
     have to be delivered,  such  installments  shall be adjusted by rounding to
     the nearest whole share.  If any such shares are to be delivered  after the
     Participant has died or become legally incompetent, they shall be delivered
     to the  Participant's  estate  or legal  guardian,  as the case may be,  in
     accordance with the foregoing;  provided that, if the Participant dies with
     a Deferral Election pursuant to Paragraph 6 hereof in effect, the Committee
     shall deliver all remaining  undelivered shares to the Participant's estate
     immediately.  References to a  Participant  in this Plan shall be deemed to
     refer to the Participant's estate or legal guardian, where appropriate.

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     (b) The Company may, but shall not be required to,  create a grantor  trust
     or utilize an existing grantor trust (in either case, "Trust") to assist it
     in  accumulating  the shares of the  Common  Stock  needed to  fulfill  its
     obligations  under this  Paragraph 8. However,  Participants  shall have no
     beneficial or other interest in the Trust and the assets thereof, and their
     rights  under  this Plan  shall be as  general  creditors  of the  Company,
     unaffected  by the  existence  or  nonexistence  of the Trust,  except that
     deliveries of Stock Retainers to Participants  from the Trust shall, to the
     extent thereof,  be treated as satisfying the Company's  obligations  under
     this Paragraph 8.

9. SHARE  CERTIFICATES;  Voting and Other Rights.  The  certificates  for shares
delivered to a Participant  pursuant to Paragraph 8 above shall be issued in the
name of the  Participant,  and from and  after  the  date of such  issuance  the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,   and  the  Participant  shall  receive  all  dividends  and  other
distributions paid or made with respect thereto.

10. GENERAL RESTRICTIONS.

     (a)  Notwithstanding  any other  provision of this Plan or agreements  made
     pursuant thereto, the Company shall not be required to issue or deliver any
     certificate or certificates  for shares of the Common Stock under this Plan
     prior to fulfillment of all of the following conditions:

          (i) Listing or approval for listing upon  official  notice of issuance
          of such  shares on the New York Stock  Exchange,  Inc.,  or such other
          securities  exchange  as may at the  time be a market  for the  Common
          Stock or the quotation of such shares on the OTC Bulletin Board;

          (ii) Any registration or other  qualification of such shares under any
          state or federal law or  regulation,  or the  maintaining in effect of
          any such  registration  or other  qualification  which  the  Committee
          shall, upon the advice of counsel, deem necessary or advisable; and

          (iii)Obtaining any other consent,  approval,  or permit from any state
               or federal  governmental  agency which the Committee shall, after
               receiving  the advice of counsel,  determine  to be  necessary or
               advisable.

     (b) Nothing  contained in this Plan shall prevent the Company from adopting
     other or additional compensation arrangements for the Participants.

11.  SHARES  AVAILABLE.  Subject to  Paragraph 12 below,  the maximum  number of
shares of the Common Stock which may in the aggregate be paid as Stock Retainers
pursuant to this Plan is 2,900,000.  Shares of the Common Stock  issuable  under
this Plan may be taken  from  treasury  shares of the  Company,  authorized  but
unissued shares of the Company or purchased on the open market.

12. ADJUSTMENTS; CHANGE OF CONTROL.

     (a) In the event  that there is, at any time  after the Board  adopts  this
     Plan,  any  change  in  corporate  capitalization,  such as a stock  split,
     combination of shares,  exchange of shares,  warrants or rights offering to
     purchase  the  Common  Stock  at a  price  below  its  Fair  Market  Value,
     reclassification,  or recapitalization or a corporate transaction,  such as
     any merger, consolidation, separation, including a spin-off, stock dividend
     or other  extraordinary  distribution  of stock or property of the Company,

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     any  reorganization  (whether or not such  reorganization  comes within the
     definition  of such  term in  Section  368 of the Code) or any  partial  or
     complete   liquidation   of  the   Company   (each  of  the   foregoing   a
     "Transaction"),  in  each  case  other  than  any  such  Transaction  which
     constitutes a Change of Control (as defined below),  (i) the Deferred Stock
     Accounts  shall not be credited with the amount and kind of shares or other
     property which would have been received by a holder of the number of shares
     of the Common Stock held in such Deferred  Stock Account had such shares of
     the  Common  Stock been  outstanding  as of the  effectiveness  of any such
     Transaction,  (ii) the number and kind of shares or other property  subject
     to this Plan  shall  also not be  appropriately  adjusted  to  reflect  the
     effectiveness  of any such  Transaction,  and (iii) the Committee  will not
     adjust  any other  relevant  provisions  of this Plan to  reflect  any such
     Transaction.

     (b) If the  shares of the  Common  Stock  credited  to the  Deferred  Stock
     Accounts are  converted  pursuant to  Paragraph  12(a) into another form of
     property,  references  in this Plan to the  Common  Stock  shall be deemed,
     where appropriate, to refer to such other form of property, with such other
     modifications  as may be  required  for this Plan to operate in  accordance
     with its  purposes.  Without  limiting  the  generality  of the  foregoing,
     references to delivery of certificates for shares of the Common Stock shall
     be deemed to refer to delivery of cash and the  incidents  of  ownership of
     any other property held in the Deferred Stock Accounts.

     (c) In lieu of the adjustment contemplated by Paragraph 12(a), in the event
     of a Change of Control, the following shall occur on the date of the Change
     of Control:  (i) the shares of the Common Stock held in each  Participant's
     Deferred  Stock Account shall be deemed to be issued and  outstanding as of
     the Change of Control;  (ii) the Company  shall  forthwith  deliver to each
     Participant  who has a  Deferred  Stock  Account  all of the  shares of the
     Common  Stock or any other  property  held in such  Participant's  Deferred
     Stock Account; and (iii) this Plan shall be terminated.

     (d) For  purposes of this Plan,  "Change of Control"  shall mean any of the
     following events:

          (i) The  acquisition  by any  individual,  entity or group [within the
          meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
          of  1934,  as  amended  ("Exchange  Act")]  ("Person")  of  beneficial
          ownership  (within  the  meaning of Rule 13d-3  promulgated  under the
          Exchange Act) of 40 percent or more of (1) the then outstanding shares
          of the  Common  Stock  of the  Company  ("Outstanding  Company  Common
          Stock"),  or (2) the combined voting power of then outstanding  voting
          securities of the Company  entitled to vote  generally in the election
          of directors  ("Outstanding  Company  Voting  Securities");  provided,
          however, that the following acquisitions shall not constitute a Change
          of Control:  (A) any acquisition  directly from the Company (excluding
          an  acquisition  by virtue of the exercise of a  conversion  privilege
          unless the security  being so converted was itself  acquired  directly
          from  the  Company),  (B)  any  acquisition  by the  Company,  (C) any
          acquisition by any employee  benefit plan (or related trust) sponsored
          or  maintained  by the Company or any  corporation  controlled  by the
          Company  or (D)  any  acquisition  by any  corporation  pursuant  to a
          reorganization,   merger  or   consolidation,   if,   following   such
          reorganization,  merger or consolidation,  the conditions described in
          clauses (A), (B) and (C) of paragraph  (iii) of this  Paragraph  12(d)
          are satisfied; or

          (ii) Individuals  who, as of the date hereof,  constitute the Board of
          the Company (as of the date hereof  ("Incumbent  Board") cease for any
          reason to  constitute  at least a  majority  of the  Board;  provided,

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          however,  that any  individual  becoming a Director  subsequent to the
          date  hereof  whose  election,  or  nomination  for  election  by  the
          Company's stockholders,  was approved by a vote of at least a majority
          of  the  Directors  then  comprising  the  Incumbent  Board  shall  be
          considered  as though such  individual  were a member of the Incumbent
          Board,  but excluding,  for this purpose,  any such  individual  whose
          initial assumption of office occurs as a result of either an actual or
          threatened  election contest (as such terms are used in Rule 14a-11 of
          Regulation 14A promulgated  under the Exchange Act) or other actual or
          threatened  solicitation  of proxies or  consents by or on behalf of a
          Person other than the Board; or

          (iii) Approval by the stockholders of the Company of a reorganization,
          merger,  binding share exchange or  consolidation,  unless,  following
          such reorganization,  merger, binding share exchange or consolidation:
          (A) more than 60 percent of, respectively,  then outstanding shares of
          common stock of the  corporation  resulting from such  reorganization,
          merger,  binding  share  exchange or  consolidation  and the  combined
          voting power of then outstanding voting securities of such corporation
          entitled  to vote  generally  in the  election  of  directors  is then
          beneficially  owned,  directly or indirectly,  by all or substantially
          all of the  individuals  and entities who were the beneficial  owners,
          respectively,  of the Outstanding Company Common Stock and Outstanding
          Company Voting Securities  immediately  prior to such  reorganization,
          merger,  binding share exchange or consolidation in substantially  the
          same  proportions  as  their  ownership,  immediately  prior  to  such
          reorganization,  merger,  binding share exchange or consolidation,  of
          the Outstanding  Company Common Stock and  Outstanding  Company Voting
          Securities,  as the case may be, (B) no Person (excluding the Company,
          any employee  benefit  plan (or related  trust) of the Company or such
          corporation resulting from such reorganization,  merger, binding share
          exchange  or  consolidation  and  any  Person   beneficially   owning,
          immediately  prior  to  such  reorganization,  merger,  binding  share
          exchange or consolidation,  directly or indirectly, 20 percent or more
          of the Outstanding  Company Common Stock or Outstanding Company Voting
          Securities,  as the  case  may  be)  beneficially  owns,  directly  or
          indirectly,  20 percent  or more of,  respectively,  then  outstanding
          shares  of  common  stock  of  the  corporation  resulting  from  such
          reorganization, merger, binding share exchange or consolidation or the
          combined voting power of then  outstanding  voting  securities of such
          corporation  entitled to vote  generally in the election of directors,
          and (C) at least a majority of the  members of the board of  directors
          of the corporation resulting from such reorganization, merger, binding
          share exchange or consolidation were members of the Incumbent Board at
          the time of the execution of the initial agreement  providing for such
          reorganization, merger, binding share exchange or consolidation; or

          (iv)  Approval  by the  stockholders  of the Company of (1) a complete
          liquidation or  dissolution  of the Company,  or (2) the sale or other
          disposition of all or substantially  all of the assets of the Company,
          other than to a corporation, with respect to which following such sale
          or other disposition, (A) more than 60 percent of, respectively,  then
          outstanding  shares  of  common  stock  of  such  corporation  and the
          combined voting power of then  outstanding  voting  securities of such
          corporation entitled to vote generally in the election of directors is
          then   beneficially   owned,   directly  or  indirectly,   by  all  or
          substantially  all  of the  individuals  and  entities  who  were  the
          beneficial  owners,  respectively,  of the Outstanding  Company Common
          Stock and Outstanding  Company Voting Securities  immediately prior to
          such sale or other disposition in substantially the same proportion as

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          their ownership,  immediately prior to such sale or other disposition,
          of the Outstanding Company Common Stock and Outstanding Company Voting
          Securities,  as the case may be, (B) no Person  (excluding the Company
          and any  employee  benefit  plan (or related  trust) of the Company or
          such corporation and any Person beneficially owning, immediately prior
          to such sale or other disposition,  directly or indirectly, 20 percent
          or more of the Outstanding Company Common Stock or Outstanding Company
          Voting Securities,  as the case may be) beneficially owns, directly or
          indirectly,  20 percent  or more of,  respectively,  then  outstanding
          shares of common stock of such  corporation  and the  combined  voting
          power  of then  outstanding  voting  securities  of  such  corporation
          entitled to vote  generally in the election of  directors,  and (C) at
          least a  majority  of the  members of the board of  directors  of such
          corporation  were  members of the  Incumbent  Board at the time of the
          execution of the initial  agreement  or action of the Board  providing
          for such sale or other disposition of assets of the Company.

13. ADMINISTRATION; AMENDMENT AND TERMINATION.

     (a) This  Plan  shall be  administered  by a  committee  consisting  of two
     members  who  shall be the  current  Directors  of the  Company  or  senior
     executive  officers or other  Directors who are not  Participants as may be
     designated by the Chief Executive Officer  ("Committee"),  which shall have
     full authority to construe and interpret this Plan, to establish, amend and
     rescind rules and  regulations  relating to this Plan, and to take all such
     actions and make all such determinations in connection with this Plan as it
     may deem necessary or desirable.

     (b) The Board may from time to time  make  such  amendments  to this  Plan,
     including  those  necessary to preserve or come within any  exemption  from
     liability  under  Section  16(b) of the Exchange Act, as it may deem proper
     and in the best  interest of the Company  without  further  approval of the
     Company's stockholders,  provided that, to the extent required under Nevada
     law or to qualify  transactions  under this Plan for  exemption  under Rule
     16b-3  promulgated  under the Exchange Act, no amendment to this Plan shall
     be adopted  without  further  approval of the Company's  stockholders  and,
     provided,  further,  that if and to the  extent  required  for this Plan to
     comply with Rule 16b-3  promulgated under the Exchange Act, no amendment to
     this Plan shall be made more than once in any six month  period  that would
     change  the  amount,  price or timing of the  grants  of the  Common  Stock
     hereunder  other than to comport  with  changes in the Code,  the  Employee
     Retirement  Income  Security Act of 1974,  as amended,  or the  regulations
     thereunder.  The Board may  terminate  this Plan at any time by a vote of a
     majority of the members thereof.

14.  TERM OF PLAN.  No shares of the Common  Stock  shall be issued,  unless and
until the  Directors of the Company have  approved this Plan and all other legal
requirements have been met. This Plan was adopted by the Board effective May 31,
2007, and shall expire on May 31, 2012.

15.  GOVERNING LAW. This Plan and all actions taken  hereunder shall be governed
by, and construed in accordance with, the laws of the State of Nevada.

16.  INFORMATION  TO  SHAREHOLDERS.  The  Company  shall  furnish to each of its
stockholders financial statements of the Company at least annually.

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17. MISCELLANEOUS.

     (a)  Nothing in this Plan shall be deemed to create any  obligation  on the
     part of the Board to nominate any Director for re-election by the Company's
     stockholders  or to limit the  rights  of the  stockholders  to remove  any
     Director.

     (b) The Company  shall have the right to require,  prior to the issuance or
     delivery of any shares of the Common  Stock  pursuant to this Plan,  that a
     Participant  make  arrangements  satisfactory  to  the  Committee  for  the
     withholding of any taxes required by law to be withheld with respect to the
     issuance or delivery of such shares, including,  without limitation, by the
     withholding  of shares that would  otherwise be so issued or delivered,  by
     withholding  from any other  payment due to the  Participant,  or by a cash
     payment to the Company by the Participant.

IN WITNESS WHEREOF, this Plan has been executed effective as of May 31, 2007.


                                   MOTORSPORTS EMPORIUM, INC.


                                   By /s/ Kenneth Yeung
                                     -------------------------------------
                                     Kenneth Yeung
                                     President

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