EXHIBIT 10.1


                   EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN


I.       PURPOSE OF THE PLAN.

         The  purpose  of  this  Plan  is  to  further  the  growth  of  Russian
Imports.Com,  by allowing the Company to compensate  employees and certain other
consultants  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:

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

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

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

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

     5.  "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.

     6.  "Consultant"  means any person or entity (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.

     7.  "Subsidiary"  means any corporation that is a subsidiary with regard to
as that term is defined in Section 424(f) of the Code.

III.     EFFECTIVE DATE OF THE PLAN.

         The effective date of this Plan is November 1, 2000.

IV.      ADMINISTRATION OF THE PLAN.

          The Board of Directors will be responsible for the  administration  of
          this Plan, and will


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grant Awards under this Plan. Subject to the express provisions of this Plan and
applicable  law, the Board of Directors  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 Board of  Directors  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 6,000,000  shares which number  represents  6,000,000
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.

II       PERSONS ELIGIBLE TO RECEIVE AWARDS.

     Awards may be granted only to Employees and Consultants.

II       GRANTS OF AWARDS.

         Except as otherwise  provided herein, the Board of Directors shall have
complete  discretion to determine  when and to which  Employees and  Consultants
Awards are to be granted,  and the number of shares of Common  Stock as to which
Awards  granted to each Employee and 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 thereunder.

II       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
Consultant the right


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to continued  engagement by the Company nor shall it interfere  with or restrict
in any way the rights of the Company to discharge any Consultant or to terminate
any consulting relationship at any time.

X.       LAWS AND REGULATIONS.

     1. 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.

     2. 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.