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                                                                     EXHIBIT 4.1



                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
                  (As Established Effective September 1, 2001)

1.       Purpose of the Plan

         This Compensation Plan (the "Plan") is intended to assist Digital
Descriptor Systems, Inc. (the "Company") and its subsidiaries in attracting and
retaining the services of consultants and advisors with a high degree of
training, experience and ability and to stimulate the active interest of such
persons in the development and financial success of the Company.

2.       Administration of the Plan

         (a) The Board of Directors shall appoint and maintain a Compensation
Committee which shall consist of at least two (2) members of the Board of
Directors, who shall serve at the pleasure of the Board (the committee appointed
by the Board of Directors is referred to herein as the "Committee") . The
Committee may from time to time award ("Award") non-qualified stock options
("Stock Options") or grants of Common Stock of the Company ("Stock Grants"),
under the Plan to the persons described in Section 3 hereof.

         (b) The Committee shall have full power and authority to interpret the
provisions of the Plan and supervise its administration. All decisions and
selections made by the Committee pursuant to the provisions of the Plan shall be
made by a majority of its members. Any decision reduced to writing and signed by
a majority of the members shall be fully effective as if adopted by a majority
at a meeting duly held. Subject to the provisions of the Plan, the Committee
shall have full and final authority to determine (i) the persons to whom Stock
Options or Stock Grants hereunder shall be awarded and (ii) the number of shares
to be covered by each Award.

         (c) No member of the Committee shall be liable for anything done or
omitted to be done by him or by her or any other member of the Committee in
connection with the Plan, except for his or her own willful misconduct or as
expressly provided by statute.

3.       Awards

         (a) The persons eligible for participation in the Plan as recipients of
Awards (the "Participants") shall include any consultant or advisor of the
Company, provided that in the opinion of the committee, bona fide services shall
have been or shall be rendered by any such consultant or advisor and such
services shall not be in connection with the offer or sale of securities in a
capital-raising transaction. At any time, no person who is an officer, director
or employee of the Company or who has been an officer, director or employee of
the Company during the preceding 12 month period is eligible to be a Participant
in the Plan, provided, however, any director of the company who renders
consulting advise to the company separate and apart from their duties as a
director shall be eligible for grants under this Plan.
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         (b) The Committee in making Awards hereunder shall have discretion to
determine the terms and conditions upon which Stock options may be exercisable
or restrictions upon Stock Grants. Each Award shall be confirmed by an Agreement
consistent with this Plan which shall be executed by the Company and by the
person to whom such Award is granted.

         (c) For purposes of this Plan, services rendered to the Company shall
include services rendered to any subsidiary of the Company.

         (d) The purchase price of the shares as to which a Stock option is
exercised shall be paid in full at the time of the exercise: (i) in cash or by
certified check; (ii) in the discretion of the Committee, (A) by the delivery of
shares of the Company Common Stock with a Fair Market Value (as determined
according to Section 5. (a) of the Plan) at the time of exercise equal to the
total option price and by paying any remaining amount of the option exercise
price as provided in (i) , and (B) by the optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option exercise price; provided that in the event the
optionee chooses to pay the option exercise price as provided in (ii) (B) , the
optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall prescribe as
a condition of such payment procedure. Payment instruments shall be received
subject- to collection.

         (e) No Awards  shall be made  pursuant to the Plan after  December  31,
2006.

         (f) All certificates for Shares delivered under the terms of the Plan
shall be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under federal or state securities laws, rules and
regulations thereunder, and the rules of any national securities exchange or
automated quotation system on which Shares are listed or quoted. The Committee
may cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions or any other restrictions or
limitations that may be applicable to Shares.

4.       Shares Subject to the Plan

         Subject to adjustment as provided in Section 9 hereof, there shall be
subject to the Plan 5,000,000 shares of Common Stock, with par value of $.001
per share, of the Company (the "Shares"). The Shares subject to the Plan shall
consist of authorized and unissued shares or previously issued shares reacquired
and held I by the Company or any subsidiary. For purposes of this Section 4, the
number of Shares to which an Award relates shall be counted against the number
of Shares reserved and available under the Plan and with respect to such Award
shall, to the extent of any such forfeiture or terminations, again be available
for Awards under the Plan. Until termination of the Plan, the Company shall at
all times make available a sufficient number of Shares to meet the requirements
of the Plan. After termination of the Plan, the number of Shares reserved for
purposes of the Plan from time to time shall be only such number of Shares as
are issuable under then outstanding Stock options.


5.       Terms of Stock Options

         (a) The purchase price of each Share subject to a Stock option shall be
determined by the Committee prior to granting a Stock Option. The Committee
shall set the purchase price for each Share at such price as the Committee in
its sole discretion shall determine.

         (b) (i) Each Stock Option granted hereunder shall be exercisable in one
         or more installments (annual or other) on such date or dates as the
         Committee may in its sole discretion determine, and the terms of such
         exercise shall be set forth in the Agreement covering the grant of the
         option.



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                  (ii) The right to purchase Shares pursuant to a Stock option
         shall be cumulative so that when the right to purchase any Shares has
         accrued such Shares or any part thereof may be purchased at any time
         thereafter until the expiration or termination of the Stock Option.

                  (iii) At any time after the granting of any Stock Option, the
         Committee may accelerate the installment exercise dates.

                  (iv) In the event an optionee dies prior to the exercise in
         full of any Stock Option which was exercisable on the date of such
         termination, such option may be exercised before expiration by the
         optionee's personal representative during the period of twelve (12)
         months after the date of death to the extent exercisable by the
         optionee at the date of death.

         (c) At the time of the grant of a Stock Option, the Committee may
provide that the Shares covered by such option shall be restricted as to
transferability. If so restricted, such Shares shall not be sold, transferred or
disposed of in any manner, and such Shares shall not be pledged or otherwise
hypothecated until the restriction expires by its terms. The circumstances under
which any such restriction shall expire shall be determined by the Committee and
shall be set forth in the Agreement covering the grant of the option to purchase
such Shares.

6.       Assignability of Stock Options

         Stock Options granted under the Plan shall not be assignable or
otherwise transferable by the recipient except by will or the laws of descent
and distribution, subject to the provisions of Section 5.(b)(iv). Otherwise,
Stock Options granted under this Plan shall be exercisable during the lifetime
of the recipient (except as otherwise provided in the Plan) only by the
recipient for his or her individual account, and no purported assignment or
transfer of such Stock Options thereunder, whether voluntary or involuntary, by
operation of law or otherwise, shall vest in the purported assignee or
transferee any interest or right therein whatsoever but immediately upon any
such purported assignment or transfer, or any attempt to make the same, such
Stock Options thereunder shall terminate and become of no further effect.

7.       Stock Grants

         (a) Awards shall be granted only as set forth in this Section 7. Awards
shall be granted for no consideration other than prior and future service.

         (b) The Committee shall determine the terms and restrictions applicable
to any Stock Grants, including, but not limited to restrictions on the
transferability of the Shares, terms of forfeitures of Shares and the time or
occurrence of events on which any restrictions will lapse.

         (c) The Award of a Stock Grant may be conditioned upon the execution
and delivery by the Participant of an Agreement setting forth the terms and
conditions of the Award as provided herein and such other term, conditions and
restrictions, not inconsistent with the provisions of the Plan, as the Committee
in its discretion may determine.

8.       Taxes

         The Committee may make such provisions and rules as it may Deem
appropriate for the withholding of taxes in connection with any Awards granted
under the Plan.
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9.       Reorganizations and Recapitalization of the Company

         (a) The existence of this Plan and Awards granted hereunder shall not
affect in any way the right or power of the Company or its stockholders to make
or authorize any or all adjustments, recapitalization, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Shares or the rights thereof,
or the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

         (b) In the event that the Committee shall determine that any dividend
or other distribution (whether in the form of cash, shares of Common Stock,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, exchange of shares of common stock or other securities
of the Company, or other corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the Participants' rights under the Plan, then
the Committee shall, in such manner as it may deem equitable, adjust any or all
of (i) the number and kind of Shares which may thereafter be issued in
connection with the Awards, (ii) the number and kind of Shares issued or
issuable in respect or outstanding Options; and (iii) the exercise price of
outstanding Options.

10.      Plan Term

         The Plan shall be effective September 1, 2001. No Awards shall granted
pursuant to this Plan after December 31, 2006.

11.      Amendment or Termination

         The Board of Directors may amend, alter or discontinue the Plan at any
time insofar as permitted by law, but no amendment or alteration shall be made
without the approval of the stockholders:

         (a) if and to the extent such amendment is required to be approved by
stockholders to obtain the exemption provided for in Rule 16b-3 (or any
successor provision) under the Securities Exchange Act of 1934, if applicable;
or

         (b) if and to the extent such amendment requires  stockholder  approval
under Section 422 of the Code (or any successor provision).

No amendment of the Plan shall alter or impair any of the rights or obligations
of any person, without his consent, under any Award theretofore granted under
the Plan.

12.      Government Regulations

         Notwithstanding any of the provisions hereof, or of any Award granted
hereunder, the obligation of the Company or any subsidiary to sell and deliver
Shares under such Award or to make cash payments in respect thereto shall. be
subject to all applicable laws, rules and regulations and to such approvals by
any governmental agencies or national securities exchanges as may be required.
The Participant agrees that he will not exercise or convert any option granted
hereunder, and that the Company or any subsidiary will not be obligated to issue
any Shares or make any payments under any Award if the issuance of Shares or if
the exercise of any Stock Option or if the payment upon such exercise shall
constitute a violation by the recipient or the Company or any subsidiary of any
provision of any applicable law or regulation of any governmental authority.


