<PAGE> 47

EXHIBIT 10.1

                          Stock Bonus Plan
             Dated for Reference as of January 11, 2000

1. Purpose

This plan's purpose is to keep personnel of experience and ability in
the employ of Advanced Biotherapy Concepts, Inc. and its Subsidiaries
and to compensate them for their contributions to the growth and
profits of the Company and its Subsidiaries and thereby induce them
to continue to make such contributions in the future.

2. Definitions

For purposes of this Plan, the following terms will have the
definitions set forth below:

(a)  "Company." Advanced Biotherapy Concepts, Inc.

(b)  "Subsidiary" or "Subsidiaries." A corporation or corporations of
     that the Company may in the future own, directly or indirectly,
     shares having a majority of the ordinary voting power for the
     election of directors.

(c)  "Board." A quorum of the Company's Board of Directors.

(d)  "Date of Issuance." This term shall have the meaning supplied by
     Section 6(c), below.

(e)  "Plan." The Advanced Biotherapy Concepts, Inc.  Stock Bonus
     Plan.

(f)  "Bonus Share." The shares of common stock of the Company
     reserved pursuant to Section 3 hereof and any such shares issued
     to a Recipient pursuant to this Plan.

(g)  "Fair Market Value." Fair market value shall be defined as the
     weighted average price at which the Company has been selling
     shares of stock out of authorized but yet unissued common stock
     to third parties during the six months immediately preceding the
     issuance of the Bonus shares.

(h)  "Recipient." An employee or Board member of the Company or a
     Subsidiary to whom shares are allocated under this Plan, or such
     individual's designated beneficiary, surviving spouse, estate,
     or legal representative. For this purpose, however, any such
     beneficiary, spouse, estate, or legal representative shall be
     considered as one person with the employee.

(i)  "Restricted Period." This phrase shall have the meaning supplied
     by Section 7(c), below.



<PAGE> 48

3. Bonus Share Reserve

(a)  Bonus Share Reserve. The Company has established a Bonus Share
     reserve to which will be credited 10,000,000 shares of the
     common stock of the Company, par value $0.001 per share. Should
     the shares of the Company's common stock, due to a stock split
     or stock dividend or combination of shares or any other change,
     or exchange for other securities, by reclassification,
     reorganization, merger, consolidation, recapitalization or
     otherwise, be increased or decreased or changed into, or
     exchanged for, a different number or kind of shares of stock or
     other securities of the Company or of another corporation, the
     number of shares then remaining in the Bonus Share reserve shall
     be appropriately adjusted to reflect such action. If any such
     adjustment results in a fractional share, the fraction shall be
     disregarded.

(b)  Adjustments to Reserve. Upon the allocation of shares hereunder,
     the reserve will be reduced by the number of shares so allocated
     and, upon the failure to make the required payment on the
     issuance of any Bonus Shares pursuant to Section 6(a) or upon
     the repurchase thereof pursuant to Section 7(d)(i) or (ii),
     Section 8 or Section 10 hereof, the reserve shall be increased
     by such number of shares, and such Bonus Shares may again be the
     subject of allocations hereunder.

(c)  Distributions of Bonus Shares. Distributions of Bonus Shares, as
     the Board shall in its sole discretion determine, may be made
     from authorized but unissued shares or from treasury shares. All
     authorized and unissued shares issued, as Bonus Shares in
     accordance with the Plan shall be fully paid and non-assessable
     shares and free from preemptive rights.

4. Eligibility and Making of Allocations

(a)  Eligible Employees. Any salaried executive employee of the
     Company or any Subsidiary (including officers and directors)
     shall be eligible to receive an allocation of Bonus Shares
     pursuant to the Plan.

(b)  Selection by the Board. From the employees eligible to receive
     allocations pursuant to the Plan, the Board may from time to
     time select those employees to whom it recommends that it make
     allocations. Such recommendations shall include a recommendation
     as to the number of Bonus Shares that should be allocated to
     each such individual. In selecting those employees whom it
     wishes to recommend for allocations and in determining the
     number of Bonus Shares it wishes to recommend, the Board shall
     consider the position and responsibilities of the eligible
     employees, the value of their services to the Company and its
     Subsidiaries and such other factors as the Board deems
     pertinent.


<PAGE> 49

(c)  Participation in Other Stock Option Plans. A person who has
     received options to purchase stock under any stock option plan
     of the Company or a Subsidiary may exercise the same in
     accordance with their terms, and will not by reason thereof be
     ineligible to receive Bonus Shares under this Plan.

(d)  Limit on Number of Allocable Shares. The total number of Bonus
     Shares, which may be allocated pursuant to this Plan, will not
     exceed the amount available therefore in the Bonus Share
     reserve.

5. Form of Allocations

(a)  Number Specified. Each allocation shall specify the number of
     Bonus Shares subject thereto, subject to the provisions of
     Section 4.

(b)  Notice. When an allocation is made, the Board shall advise the
     Recipient and the Company thereof by delivery of written notice
     in the form of Exhibit A hereto annexed.

6. Payment Required of Recipients

(a)  Acceptance of Allocation. Within 30 days from the date of
     allocation, the Recipient shall, if he desires to accept the
     allocation, pay to the Company an amount equal to the fair
     market value of the Bonus Shares so allocated, in cash, by
     certified or bank cashier's check, or by money order at the
     office of its Treasurer.  In the event such employee is
     presently unable to pay such amount to the Company, employee
     shall issue a note in favor of the Company in the form as
     indicated in the attached Exhibit C.

(b)  Investment Purpose. The Company may require that, in acquiring
     any Bonus Shares, the Recipient agree with, and represent to,
     the Company that the Recipient is acquiring such Bonus Shares
     for the purpose of investment and with no present intent to
     transfer (except as described in Section 7. (a) below), sell, or
     otherwise dispose of such shares for a period of one year from
     the date of acquiring such shares, in compliance with applicable
     securities laws.

(c)  Written Agreement/Date of Issuance. Concurrently with making
     payment, or the issuance of a note in favor of the Company, of
     the fair market value of Bonus Shares pursuant to Section 6(a)
     the Recipient shall deliver to the Company, in duplicate, an
     agreement in writing, signed by the Recipient, in form and
     substance as set forth in Exhibit B, below, and the Company will
     promptly acknowledge its receipt thereof. The date of such
     delivery and receipt shall be deemed the "Date of Issuance," as
     that phrase is used in this Plan, of the Bonus Shares to which
     the shares relate. The failure to make such payment and delivery
     within 30 days from the date of allocation shall terminate the
     allocation of such shares to the Recipient.

<PAGE> 50

7.   Restrictions

(a)  Transfer/Issuance. Bonus Shares after the making of the payment
     or issuance of the note and representations, etc., required by
     Section 6, will be promptly issued or transferred and a
     certificate or certificates for such shares shall be issued in
     the Recipient's name, or names designated as beneficiaries of
     the Recipient, if such shares are gifted to named beneficiaries.
     . The Recipient or named beneficiary shall thereupon be a
     shareholder of all the shares represented by the certificate or
     certificates. As such, the Recipient or named beneficiary will
     have all the rights of a shareholder with respect to such
     shares, including the right to vote them and to receive all
     dividends and other distributions (subject to Section 7(b)) paid
     with respect to them, provided, however, that the shares shall
     be subject to the restrictions in Section 7(d). Stock
     certificates representing Bonus Shares will be imprinted with a
     legend stating that the shares represented thereby may not be
     sold, exchanged, transferred, pledged, hypothecated, or
     otherwise disposed of except in accordance with this Plan's
     terms, and each transfer agent for the Common Stock shall be
     instructed to like effect in respect of such shares.

(b)  Stock Splits, Dividends, etc. If, due to a stock split, stock
     dividend, combination of shares, or any other change or exchange
     for other securities by reclassification, reorganization,
     merger, consolidation, recapitalization or otherwise, the
     Recipient, as the owner of Bonus Shares subject to restrictions
     hereunder, shall be entitled to new, additional, or different
     shares of stock or securities, the certificate or certificates
     for, or other evidences of, such new, additional, or different
     shares or securities, together with a stock power or other
     instrument of transfer appropriately endorsed, also shall be
     imprinted with a legend as provided in Section 7(a) and
     deposited by the Recipient under the above-mentioned deposit
     agreement. When the event(s) described in the preceding sentence
     occur, all Plan provisions relating to restrictions and lapse of
     restrictions will apply to such new, additional, or different
     shares or securities to the extent applicable to the shares with
     respect to which they were distributed, provided, however, that
     if the Recipient shall receive rights, warrants or fractional
     interests in respect of any of such Bonus Shares, such rights or
     warrants may be held, exercised, sold or otherwise disposed of,
     and such fractional interests may be settled, by the Recipient
     free and clear of the restrictions hereafter set forth.

(c)  Restricted Period. The term "Restricted Period" with respect to
     restricted Bonus Shares (after which restrictions shall lapse)
     means a period starting on the Date of Issuance of such shares
     to the Recipient and ending on such date not less than one (1)
     years after the Date of Issuance, as the Board may establish at
     the time of allocation of shares hereunder.



<PAGE> 51

(d)  Restrictions on Bonus Shares. The restrictions to which
     restricted Bonus Shares shall be subject are:

     (i)       During the Restricted Period applicable to such shares
               and except as otherwise specifically provided in the
               Plan, none of such shares shall be sold, exchanged,
               transferred, or otherwise disposed of unless they
               first, by written notice, have been offered to the
               Company for repurchase for the same amount as was paid
               therefore under Section 6, with appropriate adjustment
               for any change in the Bonus Shares of the nature
               described in Section 7(b) the Company shall not within
               30 days following such offer have so repurchased the
               shares and made payment in full therefore. Unless such
               repurchase is otherwise prohibited by the laws of the
               State of Nevada currently in effect at the time of an
               offer of Bonus Shares to the Company for repurchase
               pursuant to the terms of this Plan, the Company shall
               repurchase said shares and make payment in full
               therefore within thirty (30) days following such
               offer.

     (ii)      If a Recipient's employment is terminated by the Board
               of Directors for any reason other than the Recipient's
               death or disability, at any time before the Restricted
               Period ends, the Company shall so notify the
               Recipient.  Such termination shall be deemed an offer
               to the Company as described in Section 7(d)(i) as to
               all such shares issued to such Recipient, if such
               termination occurs within one year from the Date of
               Issuance:

(e)  Lapse of Restricted Period. The restriction set forth in Section
     7(d) hereof, with respect to the Bonus Shares to which such
     Restricted Period was applicable, will lapse:

     (i)       as to such shares in accordance with the time(s) and
               number(s) of shares as to which the Restricted Period
               expires, as described in Section 7(d)(ii), or

     (ii)      as to any shares which the Company will fail to
               purchase when they are offered to the Company, as
               described in Section 7(d)(i), upon the Company's
               failure to so repurchase.

(f)  Transfers Upon Death of Recipient. Nothing in this Plan will
     preclude the transfer of restricted Bonus Shares, on the
     Recipient's death, to the Recipient's legal representatives or
     estate, nor preclude such representatives from transferring any
     of such shares to the person(s) entitled thereto by will or the
     laws of descent and distribution, provided, however, that any
     shares so transferred as to which such restrictions have not
     lapsed will remain subject to all restrictions and obligations
     imposed on them by this Plan.

<PAGE> 52

(g)  Delivery of Written Notice. All notices in writing required
     pursuant to this Section 7 will be sufficient only if actually
     delivered or if sent via registered or certified mail, postage
     prepaid, to the Company, attention Treasurer, and/or escrow
     agent at its principal office within the City of  Woodland
     Hills, California, and will be conclusively deemed given on the
     date of delivery, if delivered or on the first business day
     following the date of such mailing, if mailed.

8. Finality of Determination.

The Board will administer this Plan and construe its provisions. Any
determination by the Board (except insofar as it will make
recommendations only) in carrying out, administering, or construing
this Plan will be final and binding for all purposes and upon all
interested persons and their heirs, successors, and personal
representatives.

9. Limitations

(a)  Rights of Recipients. Recipients of allocations will have no
     rights in respect thereof other than those set forth in the
     Plan. Except as provided in Sections 6(b) or 7(f), such rights
     may not be assigned or transferred except by will or by the laws
     of descent and distribution. If any attempt is made to sell,
     exchange, transfer, pledge, hypothecate, or otherwise dispose of
     any Bonus Shares held by the Recipient under restrictions which
     have not yet lapsed, the shares that are the subject of such
     attempted disposition will be deemed offered to the Company for
     repurchase, and the Company will repurchase them, as described
     in Section 7(d)(i). Before issuance of Bonus Shares, no such
     shares will be earmarked for the Recipients' accounts nor will
     such Recipients have any rights as stockholders with respect to
     such shares.

(b)  No Right to Continued Employment. Neither the Company's action
     in establishing the Plan, nor any action taken by it or by the
     Board or under the Plan, nor any provision of the Plan, will be
     construed as giving to any person the right to be retained in
     the employ of the Company or any Subsidiary.

(c)  Limitation on Actions. Every right of action by or on behalf of
     the Company or by any shareholder against any past, present, or
     future member of the Board, or any officer or employee of the
     Company arising out of or in connection with this Plan shall,
     regardless of the place where the action may be brought and
     regardless of the place of residence of any such director,
     officer or employee, cease and be barred by the expiration of
     three years from the later of:

     (i)       The date of the act or omission in respect of which
               such right of action arises or



<PAGE> 53

     (ii)      The first date upon which there has been made
               generally available to shareholders an annual report
               of the Company and a proxy statement for the annual
               meeting of shareholders following the issuance of such
               annual report, which annual report and proxy statement
               alone or together set forth, for the related period,
               the amount of the allocations.

In addition, any and all right of action by any employee (past,
present or future) against the Company or any member of the Board
arising out of or in connection with this Plan will, regardless of
the place where action may be brought and regardless of the place of
residence of any Board member, cease and be barred by the expiration
of three years from the date of the act or omission in respect of
which such right of action arises.

10. Amendment, Suspension or Termination of Plan

The Board may amend, suspend or terminate the Plan in whole or in
part at any time; provided that such amendment will not affect
adversely rights or obligations with respect to allocations
previously made; and provided further, that no modification of the
Plan by the Board without approval of the stockholders will (i)
increase the maximum number of Bonus Shares reserved pursuant to
Section 3; (ii) change the provisions of Section 4 with respect to
the total number of Bonus Shares that may be allocated under the
Plan; or (iii) render any member of the Board eligible to receive an
allocation at any time while he is serving on the Board.

11. Governing Law.

The laws of the State of Nevada will govern the Plan.

12. Expenses of Administration.

All costs and expenses incurred in the operation and administration
of this Plan will be borne by the Company.

13. Registration of Bonus Shares.

(a)  Registration Requirement. If the Company determines at any time
     to register any of its securities under the Securities Act of
     1933 (or similar statute then in effect) the Company, at its
     expense, will include among the securities which it then
     registers all Bonus Shares or other stock or securities issued
     in respect thereof, in exchange therefore, or in replacement
     thereof as to which the Restricted Period has expired. The
     requirement of the preceding sentence, however, will not apply
     to the extent that any Recipient at that time has no present
     intent to sell or distribute the relevant shares. Also, in the
     case of stock or securities not of the Company, the Company's
     obligation under this Section 13 will be limited to using its
     best efforts to effect such registration.


<PAGE> 54

(b)  Written Notification. As to each registration pursuant to this
     Section 13, the Company will keep the Recipients advised in
     writing as to the initiation of proceedings for such
     registration and as to the completion thereof, and at its
     expense will keep such registration effective for a period of
     nine months, or until all sales and distributions contemplated
     in connection therewith are completed, whichever period is
     shorter. Each Recipient will at his own expense furnish to the
     Company such information regarding the Recipient and the
     Recipient's ownership of Bonus Shares (or other stock or
     securities) as the Company may reasonably request in writing in
     connection with any such registration.

(c)  Prospectus; Indemnification. The Company, at its expense, will
     furnish to each Recipient such number of prospectuses incident
     to any such registration as such Recipient from time to time
     reasonably may request. In addition, the Company will indemnify
     each such Recipient against all claims, losses, damages, and
     liabilities caused by any untrue statement of a material fact
     contained in such prospectus (or in any related registration
     statement) or by any omission to state therein a material fact
     required to be stated therein or necessary to make the
     statements therein not misleading, except insofar as the same
     may have been caused by an untrue statement or omission based
     upon information furnished in writing to the Company by such
     Recipient expressly for use therein. Further, as a condition
     precedent to the obligations of the Company pursuant to this
     Section 13, each Recipient will agree in writing to indemnify
     the Company against all claims, losses, damages and liabilities
     caused by an untrue statement or omission based upon information
     furnished to the Company by such Recipient expressly for use
     therein.























<PAGE> 55

         EXHIBIT "A" -- ADVANCED BIOTHERAPY CONCEPTS, INC.
                          STOCK BONUS PLAN

    To:    __________________, Recipient,  __________________,
Advanced Biotherapy Concepts, Inc.

This is to advise you that the Advanced Biotherapy Concepts, Inc.'s
Board of Directors has on the date of this notice, January 11, 2000,
allocated to the Recipient above named a total of ________________
Bonus Shares under and pursuant to the Stock Bonus Plan.

For these shares to be issued, the Recipient must make payment of
$0.05 per share (fair market values as of January 11, 2000), or
provide a note in favor of the Company for the same amount, and
deliver to the President of the Company an agreement in duplicate, in
the form as Exhibit B hereto, within 30 days from the date of this
notice.

                              _______________________________
                              For the Board

  Date:______________________
































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         EXHIBIT "B" -- ADVANCED BIOTHERAPY CONCEPTS, INC.
                          STOCK BONUS PLAN

To: President, Advanced Biotherapy Concepts, Inc.

Enclosed is a note in favor of the Company in the amount of
____________, being equal to the fair market value of $0.05  per
share Bonus Shares allocated to and purchased by me pursuant to the
Company's Non-Qualified Stock Bonus Plan.  I represent and agree that
I am acquiring these Bonus Shares for investment and that I have no
present intention to transfer, sell or otherwise dispose of such
shares, except as permitted pursuant to the Plan and in compliance
with applicable securities laws. I agree further that I am acquiring
these shares in accordance with, and subject to, the terms,
provisions and conditions of said Plan, to all of which I hereby
expressly assent. These agreements will bind and inure to the benefit
of my heirs, legal representatives, successors and assigns.

My address of record is: _______________________________________

My Social Security Number is:  _________________________________

Receipt of the above, together with the payment referred to, is
hereby acknowledged.

Advanced Biotherapy Concepts, Inc.


By:_______________________________

Date: January 11, 2000
























<PAGE> 57

                   EXHIBIT "C" -- PROMISSORY NOTE


$_____________      Woodland Hills, California    January 11, 2000


    FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to
pay to Advanced Biotherapy Concepts, Inc. ("Holder"), or order, where
designated by the Holder, the principal sum of ____________________
Dollars ($_________), to be paid by Maker to Holder concurrently
herewith, together with interest at the rate of 6.5% per annum from
the date hereof on the unpaid principal balance.  Principal and
interest shall be payable in lawful money of the United States.

    The outstanding principal balance together with accrued and
unpaid interest shall be due and payable on December 31, 2002, unless
otherwise extended at the option of Holder.  This Note may be
prepaid, in whole or in part, at any time, and from time to time,
without premium or penalty.  Any payment received on this Note shall
be applied first to all accrued and unpaid interest and then to the
outstanding principal balance.

    No waiver by Holder of any payment or other right under this
Note shall operate as a waiver of any other payment or right, and no
waiver shall be valid unless and until in writing and signed by
Holder.

    This Note may not be modified or terminated orally but only by
agreement or discharge in writing and signed by the Holder and Maker
of this Note.  The Holder of this Note shall not have the right to
sell, assign or otherwise transfer this Note.  This Note shall inure
to the benefit of the parties and their respective successors, heirs
and legal representatives.

    This Note is being delivered and is intended to be performed in
Woodland Hills, California and shall be construed and enforced in
accordance with and governed by the internal laws of the State of
California without resort to California's conflict of laws
provisions.

    The Holder hereby acknowledges and agrees that Rutter, Hobbs &
Davidoff, Incorporated has represented only Advanced Biotherapy
Concepts, Inc., in connection with this Note and the matters
contemplated hereby, and the Holder has been advised to consult with
his own independent attorneys and accountants, and has had an
opportunity to seek independent counsel.

    IN WITNESS WHEREOF, the Maker has executed this Note as of the
date and at the place first written above.

                             MAKER:


                             ___________________________________