Filed by Automated Filing Services Inc. (604) 609-0244 - L.A.M. Pharmaceutical, Corp. - Exhibit 10.1





 Exhibit 10.1

 L.A.M. PHARMACEUTICAL, CORP. 

  STOCK BONUS PLAN 

  (As amended on January 17, 2005) 

               l.              
  Purpose. The purpose of this Stock Bonus Plan is to advance the
  interests of L.A.M. Pharmaceutical, Corp. (the “Company”) and its
  shareholders, by encouraging and enabling selected officers, directors, consultants
  and key employees upon whose judgment, initiative and effort the Company is
  largely dependent for the successful conduct of its business, to acquire and
  retain a proprietary interest in the Company by ownership of its stock, to keep
  personnel of experience and ability in the employ of the Company and to compensate
  them for their contributions to the growth and profits of the Company and thereby
  induce them to continue to make such contributions in the future. 

               2.              
  Definitions. 

                                A.              
  “Board” shall mean the board of directors of the Company. 

                                B.              
  “Committee” means the directors duly appointed to administer the
  Plan. 

                                C.
                “Plan”
  shall mean this Stock Bonus Plan. 

                                D.              
  “Bonus Share” shall mean the shares of common stock of the Company
  reserved pursuant to Section 4 hereof and any such shares issued to a Recipient
  pursuant to this Plan. 

                                E.              
  “Recipient” shall mean any individual rendering services for the
  Company to whom shares are granted pursuant to this Plan. 

               3.              
  Administration of Plan. The Plan shall be administered by a committee
  of two or more directors appointed by the Board (the “Committee”).
  The Committee shall report all action taken by it to the Board. The Committee
  shall have full and final authority in its discretion, subject to the provisions
  of the Plan, to determine the individuals to whom and the time or times at which
  Bonus Shares shall be granted and the number of Bonus Shares; to construe and
  interpret the Plan; and to make all other determinations and take all other
  actions deemed necessary or advisable for the proper administration of the Plan.
  All such actions and determinations shall be conclusively binding for all purposes
  and upon all persons. 

               4.              
  Bonus Share Reserve. There shall be established a Bonus Share
  Reserve to which shall be credited 32,000,000 shares of the Company's common
  stock. In the event that the shares of common stock of the Company should, as
  a result of 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. Upon the grant of shares hereunder, this reserve shall
  be reduced by the number of shares so granted. Distributions of Bonus Shares
  may, as the Committee shall in its sole discretion determine, 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
  and free from preemptive rights. 





               5.              
  Eligibility, and Granting and Vesting of Bonus Shares. Bonus Shares
  may be granted under the Plan to the Company's (or the Company’s subsidiaries)
  employees, directors and officers, and consultants or advisors to the Company
  (or its subsidiaries), provided however that bona fide services shall be rendered
  by such consultants or advisors and such services must not be 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. 

               The
  term “employee” includes former employees as well as executors,
  administrators or beneficiaries of the estates of deceased employees, guardians
  or members of a committee for incompetent former employees, or similar persons
  duly authorized by law to administer the estate or assets of former employees.


               The
  Committee, in its sole discretion, is empowered to grant to an eligible participant
  a number of Bonus Shares as it shall determine from time to time. Each grant
  of these Bonus Shares shall become vested according to a schedule to be established
  by the Committee at the time of the grant. For purposes of this plan, vesting
  shall mean the period during which the recipient must remain an employee or
  provide services for the Company. At such time as the employment of the Recipient
  ceases, any shares not fully vested shall be forfeited by the Recipient and
  shall be returned to the Bonus Share Reserve. The Committee, in its sole discretion,
  may also impose restrictions on the future transferability of the bonus shares,
  which restrictions shall be set forth on the notification to the Recipient of
  the grant. 

               The
  aggregate number of Bonus Shares which may be granted pursuant to this Plan
  shall not exceed the amount available therefore in the Bonus Share Reserve.


               6              .
  Form of Grants. Each grant shall specify the number of Bonus Shares
  subject thereto, subject to the provisions of Section 5 hereof. 

               At
  the time of making any grant, the Committee shall advise the Recipient by delivery
  of written notice, in the form of Exhibit A hereto annexed. 

               7.              
  Recipients' Representations. 

                                A.              
  The Committee 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 intention to
  transfer, sell or otherwise dispose of shares except such distribution by a
  legal representative as shall be required by will or the laws of any jurisdiction
  in winding-up the estate of any Recipient. Such shares shall be transferable
  thereafter only if the proposed transfer shall be permissible pursuant to the
  Plan and if, in the opinion of counsel (who shall be satisfactory to the Committee),
  such transfer shall at such time be in compliance with applicable securities
  laws. 

                                B.              
  Upon receipt of any Bonus Shares, the Recipient shall deliver to the Committee,
  in duplicate, an agreement in writing, signed by the Recipient, in form and
  substance as set forth in Exhibit B hereto annexed, and the Committee shall
  forthwith acknowledge its receipt thereof. 

               8.              
  Restrictions Upon Issuance. 

                                A.              
  Bonus Shares shall forthwith after the making of any representations required
  by Section 6 hereof, or if no representations are required then within thirty
  (30) days of the date of grant, be duly issued and transferred and a certificate
  or certificates for such shares shall be issued in the Recipient's name. The
  Recipient shall thereupon be a shareholder with respect to all the shares 

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 represented by such certificate or certificates, shall have
  all the rights of a shareholder with respect to all such shares, including the
  right to vote such shares and to receive all dividends and other distributions
  (subject to the provisions of Section 7(B) hereof) paid with respect to such
  shares. Certificates of stock representing Bonus Shares shall be imprinted with
  a legend to the effect that the shares represented thereby are subject to the
  provisions of this Agreement, and to the vesting and transfer limitations established
  by the Committee, and each transfer agent for the common stock shall be instructed
  to like effect with respect of such shares. 

                                B.              
  In the event that, as the result of 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, the Recipient
  shall, as owner of the Bonus Shares subject to restrictions hereunder, be entitled
  to new or additional or different shares of stock or securities, the certificate
  or certificates for, or other evidences of, such new or additional or different
  shares or securities, together with a stock power or other instrument of transfer
  appropriately endorsed, shall also be imprinted with a legend as provided in
  Section 7(A), and all provisions of the Plan relating to restrictions herein
  set forth shall thereupon be applicable to such new or additional or different
  shares or securities to the extent applicable to the shares with respect to
  which they were distributed. 

                                C.              
  The grant of any Bonus Shares shall be subject to the condition that if at any
  time the Company shall determine in its discretion that the satisfaction of
  withholding tax or other withholding liabilities, or that the listing, registration,
  or qualification of any Bonus Shares upon such exercise upon any securities
  exchange or under any state or federal law, or that the consent or approval
  of any regulatory body, is necessary or desirable as a condition of, or in connection
  with, the issuance of any Bonus Shares, then in any such event, such exercise
  shall not be effective unless such withholding, listing, registration, qualification,
  consent, or approval shall have been effected or obtained free of any conditions
  not acceptable to the Company. 

                                D.
                Unless
  the Bonus Shares covered by the Plan have been registered with the Securities
  and Exchange Commission pursuant to Section 5 of the Securities Act of l933,
  each Recipient shall, by accepting a Bonus Share, represent and agree, for himself
  and his transferees by will or the laws of descent and distribution, that all
  Bonus Shares were acquired for investment and not for resale or distribution.
  The person entitled to receive Bonus Shares shall, upon request of the Committee,
  furnish evidence satisfactory to the Committee (including a written and signed
  representation) to the effect that the shares of stock are being acquired in
  good faith for investment and not for resale or distribution. Furthermore, the
  Committee may, if it deems appropriate, affix a legend to certificates representing
  Bonus Shares indicating that such Bonus Shares have not been registered with
  the Securities and Exchange Commission and may so notify the Company's transfer
  agent. Such shares may be disposed of by a Recipient in the following manner
  only: (l) pursuant to an effective registration statement covering such resale
  or re-offer, (2) pursuant to an applicable exemption from registration as indicated
  in a written opinion of counsel acceptable to the Company, or (3) in a transaction
  that meets all the requirements of Rule l44 of the Securities and Exchange Commission.
  If Bonus Shares covered by the Plan have been registered with the Securities
  and Exchange Commission, no such restrictions on resale shall apply, except
  in the case of Recipients who are directors, officers, or principal shareholders
  of the Company. Such persons may dispose of shares only by one of the three
  aforesaid methods. 

               9.              
  Limitations. Neither the action of the Company in establishing
  the Plan, nor any action taken by it nor by the Committee under the Plan, nor
  any provision of the Plan, shall be construed as giving to any person the right
  to be retained in the employ of the Company. 

               Every
  right of action by any person receiving shares of common stock pursuant to this
  Plan against any past, present or future member of the Board, or any officer
  or employee of the Company 

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 arising out of or in connection with this Plan shall, irrespective
  of the place where action may be brought and irrespective of the place of residence
  of any such director, officer or employee cease and be barred by the expiration
  of one year from the date of the act or omission in respect of which such right
  of action arises. 

               10.             Amendment,
  Suspension or Termination of the Plan. The Board of Directors may alter,
  suspend, or discontinue the Plan at any time. 

               Unless
  the Plan shall theretofore have been terminated by the Board, the Plan shall
  terminate ten years after the effective date of the Plan. No Bonus Share may
  be granted during any suspension or after the termination of the Plan. No amendment,
  suspension, or termination of the Plan shall, without a recipient's consent,
  alter or impair any of the rights or obligations under any Bonus Share theretofore
  granted to such recipient under the Plan. 

               11.             Governing
  Law. The Plan shall be governed by the laws of the State of Delaware.


               12.             Expenses
  of Administration. All costs and expenses incurred in the operation
  and administration of this Plan shall be borne by the Company. 

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