Filed by Automated Filing Services Inc. (604) 609-0244 - Alternet Systems, Inc. - Exhibit 10.1





 EXHIBIT 10.1 

 ALTERNET SYSTEMS, INC. 

  2005 RETAINER STOCK PLAN FOR EMPLOYEES, 

  DIRECTORS AND CONSULTANTS 

 JANUARY 21, 2005 

 1.              INTRODUCTION.
  

 This plan shall be known as the "Alternet Systems, Inc. Retainer
  Stock Plan for Employees, Directors and Consultants" and is hereinafter referred
  to as the "Plan". The purpose of the Plan is to enable Alternet Systems, Inc.,
  a Nevada corporation (the "Company"), to promote the interests of the Company
  and its shareholders by (a) attracting and retaining employees capable of furthering
  the future success of the Company, providing incentives for outstanding performance
  and rewards for such performance; and (b) attracting and retaining Directors
  and Consultants capable of furthering the future success of the Company, and
  aligning their economic interests more closely with those of the Company's shareholders,
  by paying their retainer fees in the form of shares of the Company's common
  stock (the "Common Stock") on the terms and conditions to be agreed between
  the Company and these persons. The Retainer Stock Plan may also be used to satisfy
  debts and obligations owing to these persons or for the purpose of satisfying
  the Company’s obligations under any professional services contracts. 

 2.              DEFINITIONS.
  

 The following terms shall have the meanings set forth below:


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

 "CHANGE OF CONTROL" has the meaning set forth in Section 12(d).


 "CODE" means the Internal Revenue Code of 1986, as amended,
  and the rules and regulations thereunder. References to any provision of the
  Code or ruleor regulation thereunder shall be deemed to include any amended
  or successor provision, rule or regulation. 

 "COMMITTEE" means the committee that administers the Plan,
  as more fully defined in Section 13. 








 "COMMON STOCK" has the meaning set forth in Section 1. 

 "COMPANY" has the meaning set forth in Section 1. 

 "CONSULTANT" means a person who is contractually obligated
  as an independent contractor to provide services to the Company. 

 "DEFERRAL ELECTION" has the meaning set forth in Section 6.


 "DEFERRED STOCK ACCOUNT" means a bookkeeping account maintained
  by the Company for a Participant representing the Participant's interest in
  the shares credited to such Deferred Stock Account pursuant to Section 7. 

 "DELIVERY DATE" has the meaning set forth in Section 6. 

 "DIRECTOR" means a natural person who is a member of the Board
  of Directors of the Company. 

 "DIVIDEND EQUIVALENT" for a given dividend or other distribution
  means a number of shares of Common Stock having a Fair Market Value, as of the
  record date for such dividend or distribution, equal to the amount of cash,
  plus the fair market value on the date of distribution of any property, that
  is distributed with respect to one share of Common Stock pursuant to such dividend
  or distribution; such fair market value to be determined by the Committee in
  good faith. 

 "EFFECTIVE DATE" has the meaning set forth in Section 3. 

 "EMPLOYEE" means a natural person who is an employee of the
  Company, or its subsidiaries. 

 "EXCHANGE ACT" has the meaning set forth in Section 13(b).


 "FAIR MARKET VALUE" means the mean between the highest and
  lowest reported sales prices of the Company's Common Stock on the last trading
  day prior to the date with respect to which the Fair Market Value is to be determined
  or such other value as the Company's Board of Directors may, in its sole discretion,
  determine. 

 "PARTICIPANT" means an individual who is an Employee, Director
  or Consultant on the Effective Date or who becomes an Employee, Director or
  Consultant thereafter during the term of the Plan. 

 "PAYMENT TIME" means the time when a Granted Stock is payable
  to a Participant pursuant to Section 5 (without regard to the effect of any
  Deferral Election). 

 "GRANTED STOCK" has the meaning set forth in Section 5. 








 "THIRD ANNIVERSARY" has the meaning set forth in Section 6.


 3.              EFFECTIVE
  DATE OF THE PLAN. 

 The Plan shall be effective as of January 21, 2005 ("Effective
  Date"), provided that it is approved by the Board and the Plan shall terminate
  on January 21, 2010 (being a term of five years). 

 4.              ELIGIBILITY.
  

 Each Participant is eligible to participate in the Plan. Each
  credit of shares of Common Stock pursuant to the Plan shall be evidenced by
  a written agreement duly executed and delivered by or on behalf of the Company
  and a Participant, if such an agreement is required by the Company to assure
  compliance with all applicable laws and regulations. 

 5.              GRANT
  OF SHARES. 

 Commencing on the Effective Date, the Committee may in its
  absolute discretion grant such shares of the Common Stock pursuant to this Plan
  as the Committee may in its absolute discretion deem appropriate to (a) reward
  and incentive Employees; or (b) pay consideration to Directors or Consultants
  for their services ("Granted Stock"). 

 6.              DEFERRAL
  OPTION. 

 From and after the Effective Date, a Participant may make
  an election (a "Deferral Election") on an annual basis to defer delivery of
  the Granted Stock so that it is to be delivered: (a) on the date which is three
  years after the Effective Date for which it was originally payable ("Third Anniversary"),
  (b) on the date upon which the Participant ceases to qualify as a Participant
  hereunder for any reason ("Departure Date"), (c) in five equal annual installments
  commencing on the Departure Date ("Third Anniversary" and "Departure Date" each
  being referred to herein as a "Delivery Date") or in such other manner as the
  Participant and the Company may agree. Such Deferral Election shall remain in
  effect for each Subsequent Year unless changed, provided that, any Deferral
  Election with respect to a particular Subsequent Year may not be changed less
  than six (6) months prior to the beginning of such Subsequent Year and provided,
  further, that no more than one Deferral Election or change thereof may be made
  in any Subsequent Year. 

 Any Deferral Election and any change or revocation thereof
  shall be made by delivering written notice thereof to the Committee no later
  than six (6) months prior to the beginning of the Subsequent Year in which it
  is to be effected; provided that, with respect to the Subsequent Year beginning
  on the Effective Date, any Deferral Election or 








 revocation thereof must be delivered no later than the close
  of business on the thirtieth (30th) day after the Effective Date. 

 7.              DEFERRED
  STOCK ACCOUNTS. 

 The Company shall maintain a Deferred Stock Account for each
  Participant who makes a Deferral Election to which shall be credited, as of
  the applicable Payment Time, the number of shares of Common Stock payable pursuant
  to the Granted Stock to which the Deferral Election relates. So long as any
  amounts in such Deferred Stock Account have not been delivered to the Participant
  then on the payment date for any dividend paid or other distribution made with
  respect to the Common Stock the Deferred Stock Account shall be credited, with
  a number of shares of Common Stock equal to (a) the number of shares of Common
  Stock shown in such Deferred Stock Account on the record date for such dividend
  or distribution multiplied by (b) the Dividend Equivalent for such dividend
  or distribution. 

 8.              DELIVERY
  OF SHARES. 

 (a) The shares of Common Stock in a Participant's Deferred
  Stock Account with respect to any Granted Stock for which a Deferral Election
  has been made (together with dividends attributable to such shares credited
  to such Deferred Stock Account) shall be delivered in accordance with this Section
  8 as soon as practicable after the applicable Delivery Date. Except with respect
  to a Deferral Election pursuant to Section 6(c), or other agreement between
  the parties, such shares shall be delivered at one time; provided that, if the
  number of shares so delivered includes a fractional share, such number shall
  be rounded to the nearest whole number of shares. If the Participant has in
  effect a Deferral Election pursuant to Section 6(c), then such shares shall
  be delivered in five equal annual installments (together with dividends attributable
  to such shares credited to such Deferred Stock Account), with the first such
  installment being delivered on the first anniversary of the Delivery Date. References
  to a Participant in this Plan shall be deemed to refer to the Participant's
  estate or legal guardian, where appropriate. 

 (b) The Company may, but shall not be required to, create
  a grantor trust or utilize an existing grantor trust (in either case, "Trust")
  to assist it in accumulating the shares of Common Stock needed to fulfill its
  obligations under this Section 8. However, Participants shall have no beneficial
  or other interest in the Trust and the assets thereof, and their rights under
  the Plan shall be as general creditors of the Company, unaffected by the existence
  or nonexistence of the Trust, except that deliveries of Granted Stocks to Participants
  from the Trust shall, to the extent thereof, be treated as satisfying the Company's
  obligations under this Section 8. 





 9.              SHARE
  CERTIFICATES; VOTING AND OTHER RIGHTS. 

 The certificates for shares delivered to a Participant pursuant
  to Section 8 above shall be issued in the name of the Participant, and from
  and after the date of such issuance the Participant shall be entitled to all
  rights of a shareholder with respect to Common Stock for all such shares, and
  the Participant shall receive all dividends and other distributions paid or
  made with respect thereto. 

 10.             GENERAL
  RESTRICTIONS. 

 (a) Notwithstanding any other provision of the Plan or agreements
  made pursuant thereto, the Company shall not be required to issue or deliver
  any certificate or certificates for shares of Common Stock under the Plan prior
  to fulfillment of all of the following conditions:

(i) any registration or other qualification
  of such shares under any state, provincial or federal law or regulation, or
  the maintaining in effect of any such registration or other qualification which
  the Committee shall, upon the advice of counsel, deem necessary or advisable;
  and 

(ii) obtaining any other consent, approval,
  or permit from any state, provincial or federal governmental agency which the
  Committee shall, after receiving the advice of counsel, determine to be necessary
  or advisable. 

 (b) Nothing contained in the Plan shall prevent the Company
  from adopting other or additional compensation arrangements for the Participants.


 11.             SHARES
  AVAILABLE. 

 Subject to Section 12 below, the maximum number of shares
  of Common Stock which may in the aggregate be paid as Granted Stocks pursuant
  to the Plan is FIVE MILLION (5,000,000). Shares of Common Stock issuable under
  the Plan may be taken from treasury shares of the Company or purchased on the
  open market. 

 The shares of common stock made available under the Plan may
  be granted directly under the terms of the Plan or through management and consulting
  agreements entered into by the Company with qualifying persons. 

 12.             ADJUSTMENTS;
  CHANGE OF CONTROL. 

 (a) In the event that there is, at any time after the Board
  adopts the Plan, any change in corporate capitalization, such as a stock split,
  combination of shares, exchange of shares, warrants or rights of offering to
  purchase Common Stock at a price below its fair market 








 value, reclassification, or recapitalization, or a corporate
  transaction, such as any merger, consolidation, separation, including a spin-off,
  or other extraordinary distribution of stock or property of the Company, any
  reorganization or any partial or complete liquidation of the Company (each of
  the foregoing a "Transaction"), in each case other than any such Transaction
  which constitutes a Change of Control (as defined below), 

(i) the Deferred Stock Accounts shall
  be credited with the amount and kind of shares or other property which would
  have been received by a holder of the number of shares of Common Stock held
  in such Deferred Stock Account had such shares of Common Stock been outstanding
  as of the effectiveness of any such Transaction, 

(ii) the number and kind of shares or
  other property subject to the Plan shall likewise be appropriately adjusted
  to reflect the effectiveness of any such Transaction and 

(iii) the Committee shall appropriately
  adjust any other relevant provisions of the Plan and any such modifications
  by the Committee shall be binding and conclusive on all persons. 

 (b) If the shares of Common Stock credited to the Deferred
  Stock Accounts are converted pursuant to Section 12(a) into another form of
  property, references in the Plan to the Common Stock shall be deemed, where
  appropriate, to refer to such other form of property, with such other modifications
  as may be required for the Plan to operate in accordance with its purposes.
  Without limiting the generality of the foregoing, references to delivery of
  certificates for shares of Common Stock shall be deemed to refer to delivery
  of cash and the incidents of ownership of any other property held in the Deferred
  Stock Accounts. 

 (c) In lieu of the adjustment contemplated by Section 12(a),
  in the event of a Change of Control, the following shall occur on the date of
  the Change of Control:

(i) the shares of Common Stock held
  in each Participant's Deferred Stock Account shall be deemed to be issued and
  outstanding as of the Change of Control; 

(ii) the Company shall forthwith deliver
  to each Participant who has a Deferred Stock Account all of the shares of Common
  Stock or any other property held in such Participant's Deferred Stock or any
  other property held in such Participant's Deferred Stock Account; and (iii)
  the Plan shall be terminated. 

 (d) For purposes of this Plan, Change of Control shall mean
  any of the following events:

(i) The acquisition by any individual,
  entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
  ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
  of 20% or




more of either (a) the then outstanding
  shares of common stock of the Company or (b) the combined voting power of the
  then outstanding voting securities of the Company entitled to vote generally
  in the election of directors. 

(ii) Individuals who, as of the date
  hereof, constitute the Board of the Company cease for any reason to constitute
  at least a majority of the Board of Directors of the Company. 

(iii) Approval by the shareholders of
  the Company of (a) a complete liquidation or dissolution of the Company or (b)
  the sale or other disposition of all or substantially all of the assets of the
  Company. 

 13.             ADMINISTRATION;
  AMENDMENT AND TERMINATION. 

 (a) The Plan shall be administered by a committee consisting
  of all persons who are current directors of the Company ("Committee"), which
  shall have full authority to construe and interpret the Plan, to establish,
  amend and rescind rules and regulations relating to the Plan, and to take all
  such actions and make all such determinations in connection with the plan as
  it may deem necessary or desirable. 

 (b) The Board may from time to time make such amendments to
  the Plan, including to preserve or come within exemption from liability under
  Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), as it may deem proper and in the best interest of the Company provided,
  that, if and to the extent required for the Plan to comply with Rule 16b-3 promulgated
  under the Exchange Act, no amendment to the Plan shall be made more than once
  in any six (6) month period that would change the amount, price or timing of
  the grants of Common Stock hereunder other than to conform with changes in the
  Internal Revenue Code of 1986, as amended, the Employee Retirement Income Security
  Act of 174, as amended, or the regulations thereunder. 

 (c) The Board may terminate the Plan at any time by a vote
  of a majority of the members thereof but shall terminate on January 21, 2010
  at the latest and no grants made be made pursuant to the Plan after that date.
  The provisions of the Plan governing Deferred Stock Accounts shall survive the
  termination of the Plan. 

 14.             MISCELLANEOUS.
  

 (a) Nothing in the Plan shall be deemed to create any obligation
  on the part of the Board to nominate any Director for re-election by the Company's
  shareholders or to limit the rights of the shareholders to remove any Director.


 (b) The Company shall have the right to require, prior to
  the issuance or delivery of any share of Common Stock pursuant to the Plan,
  that a Participant make arrangements satisfactory to the Committee for the withholding
  of any taxes required by law to be 








 withheld with respect to the issuance or delivery of such
  shares, including without limitation by the withholding of shares that would
  otherwise be so issued or delivered, by withholding from any other payment due
  to the Participant, or by a cash payment to the Company by the Participant.


 (c) Where the terms of this Plan and any management or consulting
  agreement entered into by the Company with an employee, director, officer or
  consultant conflict, the terms of the management or consulting agreement shall
  supercede the terms of this Plan. 

 15.             GOVERNING
  LAW. 

 The Plan and all actions taken thereunder shall be governed
  by and construed in accordance with the laws of the State of Nevada. 

	 ALTERNET SYSTEMS, INC.  	 
	 	  	 
	 	  	 
	 	  	 
	BY:	 /s/ Michael Dearden  	 
	 	 Michael Dearden  	 
	 	 President and Director