Exhibit 10.1

                      YEAR 2003 EMPLOYEES AND CONSULTANTS
                            STOCK COMPENSATION PLAN

I. PURPOSE OF THE PLAN.

The purpose of this Plan is to further the growth of Rhombic Corporation and any
of its wholly-owned subsidiaries (together being the "Company") by allowing the
Company to compensate Employees and Consultants and certain other persons who
have provided bona fide services to the Company, through the award of Common
Stock of the Company.

II. DEFINITIONS.

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

"Award" means any grant of (i) Common Stock or (ii) options or warrants to
purchase Common Stock made under this Plan.

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

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" means the Common Stock of the Company.

"Date of Grant" means the day the Board of Directors authorized the grant of an
Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective

"Employees and Consultants" means any person, persons or entities (i) who has
rendered or will render bona fide services to the Company, and (ii) who, in the
opinion of the Board of Directors, are in a position to make, or who have
previously made, a significant contribution to the success of the Company. This
definition specifically excludes those individuals who are engaged by the
company as either officers or directors of the company, and in the case of
services already rendered, who were, at the time such services were rendered,
either officers or directors of the company.

"Subsidiary" means any corporation that is a subsidiary with regard to as that
term is defined in Section 424(f) of the Code. This definition specifically
excludes those individuals who are engaged by the company as either officers or
directors of the company, and in the case of services already rendered, who
were, at the time such services were rendered, were either officers or directors
of the company.
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III. EFFECTIVE DATE OF THE PLAN.

The effective date of this Plan is January 11th, 2003.

IV. ADMINISTRATION OF THE PLAN.

The Compensation Committee of the Board of Directors will be responsible for the
administration of this Plan, and will grant Awards under this Plan. Subject to
the express provisions of this Plan and applicable law, the Compensation
Committee shall have full authority and sole and absolute discretion to
interpret this Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other determinations which it believes to be
necessary or advisable in administering this Plan. The determinations of the
Compensation Committee on the matters referred to in this Section shall be
conclusive. The Board of Directors shall have sole and absolute discretion to
amend this Plan. No member of the Board of Directors shall be liable for any act
or omission in connection with the administration of this Plan unless it
resulted from the member's willful misconduct.

V. STOCK SUBJECT TO THE PLAN.

The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 8,000,000 shares which number represents 8,000,000 shares not
yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems advisable.

VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.

Awards may be granted only to Employees and Consultants as defined above in
Section II.

VII. GRANTS OF AWARDS.

Except as otherwise provided herein, the Board of Directors shall have complete
discretion to determine when and to which Employee/Consultant Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Employee/Consultant will relate, and the terms and conditions upon which an
Award may be issued (including, without limitation, the date of exercisability,
exercise price and term of any Award which constitutes an option or warrant to
purchase Common Stock). No grant will be made if, in the judgment of the Board
of Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and
regulations promulgated there under.
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VIII. DELIVERY OF STOCK CERTIFICATES.

As promptly as practicable after authorizing the grant of an Award, the Company
shall deliver to the person who is the recipient of the Award, a certificate or
certificates registered in that person's name, representing the number of shares
of Common Stock that were granted. If applicable, each certificate shall bear a
legend to indicate that the Common Stock represented by the certificate was
issued in a transaction which was not registered under the Act, and may only be
sold or transferred in a transaction that is registered under the Act or is
exempt from the registration requirements of the Act.

IX. RIGHT TO CONTINUED ENGAGEMENT.

Nothing in this Plan or in the grant of an Award shall confer upon any
Employee/Consultant the right to continued engagement by the Company nor shall
it interfere with or restrict in any way the rights of the Company to discharge
any Employee/Consultant or to terminate any consulting relationship at any time.

X. LAWS AND REGULATIONS.

The obligation of the Company to sell and deliver shares of Common Stock on the
grant of an Award under this Plan shall be subject to the condition that counsel
for the Company be satisfied that the sale and delivery thereof will not violate
the Act or any other applicable laws, rules or regulations. This Plan is
intended to meet the requirements of Rule 16b-3 in order to provide officers and
directors with certain exemptions from Section 16(b) of the Securities Exchange
Act of 1934, as amended.

XI. TERMINATION OF THE PLAN.

The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.

XII. DELIVERY OF PLAN.

A copy of this Plan shall be delivered to all participants, together with a copy
of the resolution or resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any, of participation.

I, Albert Golusin hereby certify as Secretary of Rhombic that this Year 2003
Employees and Consultants Stock Compensation Plan was approved by a resolution
of the Board of Directors on the 25th day of January, 2003.


/s/ Albert Golusin
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Albert Golusin, Secretary