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EXHIBIT 10.1 2003 NON-QUALIFIED STOCK COMPENSATION PLAN

                   2003 NON-QUALIFIED STOCK COMPENSATION PLAN

1. PURPOSE OF PLAN

         1.1      This 2003 NON-QUALIFIED STOCK COMPENSATION PLAN (the "Plan")
                  of MIV Therapeutics, Inc., a Nevada corporation (the
                  "Company") for employees, directors and other persons
                  associated with the Company, is intended to advance the best
                  interests of the Company by providing those persons who have a
                  substantial responsibility for its management and growth with
                  additional incentive and by increasing their proprietary
                  interest in the success of the Company, thereby encouraging
                  them to maintain their relationships with the Company.
                  Further, the availability and offering of common stock under
                  the Plan supports and increases the Company's ability to
                  attract and retain individuals of exceptional talent upon
                  whom, in large measure, the sustained progress, growth and
                  profitability of the Company depends.

2.       DEFINITIONS

         2.1      For Plan purposes, except where the context might clearly
                  indicate otherwise, the following terms shall have the
                  meanings set forth below:

                  "Board" shall mean the Board of Directors of the Company.

                  "Committee" shall mean the Compensation Committee, or such
                  other committee appointed by the Board, which shall be
                  designated by the Board to administer the Plan, or the Board
                  if no committees have been established. The Committee shall be
                  composed of three or more persons as from time to time are
                  appointed to serve by the Board. Each member of the Committee,
                  while serving as such, shall be a disinterested person with
                  the meaning of Rule 16b-3 promulgated under the Securities
                  Exchange Act of 1934.

                  "Common Shares" shall mean the Company's Common Shares, $.001
                  par value per share, or, in the event that the outstanding
                  Common Shares are hereafter changed into or exchanged for
                  different shares of securities of the Company, such other
                  shares or securities.

                  "Company" shall mean MIV Therapeutics, Inc., a Nevada
                  corporation, and any parent or subsidiary corporation of MIV
                  Therapeutics, Inc., as such terms are defined in Sections
                  425(e) and 425(f), respectively, of the Code.

                  "Common Stock" shall mean shares of common stock which are
                  issued by the Company pursuant to Section 5, below.

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                  "Common Stockholder" means the employee of, consultant to, or
                  director of the Company or other person to whom shares of
                  Common Stock are issued pursuant to this Plan.

                  "Common Stock Agreement" means an agreement executed by a
                  Common Stockholder and the Company as contemplated by Section
                  5, below, which imposes on the shares of Common Stock held by
                  the Common Stockholder such restrictions as the Board or
                  Committee deem appropriate.

3. ADMINISTRATION OF THE PLAN

         3.1      The Committee shall administer the Plan and accordingly, it
                  shall have full power to grant Common Stock, construe and
                  interpret the Plan, establish rules and regulations and
                  perform all other acts, including the delegation of
                  administrative responsibilities, it believes reasonable and
                  proper.

         3.2      The determination of those eligible to receive Common Stock,
                  and the amount, type and timing of each grant and the terms
                  and conditions of the Common stock agreements shall rest in
                  the sole discretion of the Committee, subject to the
                  provisions of the Plan.

         3.3      The Board, or the Committee, may correct any defect, supply
                  any omission or reconcile any inconsistency in the Plan in the
                  manner and to the extent it shall deem necessary to carry it
                  into effect.

         3.4      Any decision made, or action taken, by the Committee or the
                  Board arising out of or in connection with the interpretation
                  and administration of the Plan shall be final and conclusive.

         3.5      Meetings of the Committee shall be held at such times and
                  places as shall be determined by the Committee. A majority of
                  the members of the Committee shall constitute a quorum for the
                  transaction of business, and the vote of a majority of those
                  members present at any meeting shall decide any question
                  brought before that meeting. In addition, the Committee may
                  take any action otherwise proper under the Plan by the
                  affirmative vote, taken without a meeting, of a majority of
                  its members.

         3.6      No member of the Committee shall be liable for any act or
                  omission of any other member of the Committee or for any act
                  or omission on his own part, including, but not limited to,
                  the exercise of any power or discretion given to him under the
                  Plan, except those resulting from his own gross negligence or
                  willful misconduct.

         3.7      The Company shall furnish the Committee with such clerical and
                  other assistance as is necessary in the performance of its
                  duties hereunder and such other pertinent information as the
                  Committee may require.

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4. SHARES SUBJECT TO THE PLAN

         4.1      The total number of shares of the Company available for grants
                  of Common Stock under the Plan shall be three million
                  (3,000,000) Common Shares, subject to adjustment in accordance
                  with Article 7 of the Plan, which shares may be either
                  authorized but unissued or reacquired Common Shares of the
                  Company.

5. AWARD OF COMMON STOCK

         5.1      The Board or Committee from time to time, in its absolute
                  discretion, may award Common Stock to employees of,
                  consultants to, and directors of the Company, and such other
                  persons as the Board or Committee may select. The owner of
                  such Common Stock shall hold such stock subject to such
                  vesting schedule as the Board or Committee may impose, as
                  determined in the discretion of the Board or Committee.

         5.2      Common Stock shall be issued only pursuant to a Common Stock
                  Agreement, which shall be executed by the Common Stockholder
                  and the Company and which shall contain such terms and
                  conditions as the Board or Committee shall determine
                  consistent with this Plan, including such restrictions on
                  transfer as are imposed by the Common Stock Agreement.

         5.3      Upon delivery of the shares of Common Stock to the Common
                  Stockholder, below, the Common Stockholder shall have, unless
                  otherwise provided by the Board or Committee, all the rights
                  of a stockholder with respect to said shares, subject to the
                  restrictions in the Common Stock Agreement, including the
                  right to receive all dividends and other distributions paid or
                  made with respect to the Common Stock.

         5.4.     Notwithstanding anything in this Plan or any Common Stock
                  Agreement to the contrary, no Common Stockholders may sell or
                  otherwise transfer, whether or not for value, any of the
                  Common Stock prior to the date on which the Common Stockholder
                  is vested therein.

         5.5      All shares of Common Stock issued under this Plan (including
                  any shares of Common Stock and other securities issued with
                  respect to the shares of Common Stock as a result of stock
                  dividends, stock splits or similar changes in the capital
                  structure of the Company) shall be subject to such
                  restrictions as the Board or Committee shall provide, which
                  restrictions may include, without limitation, restrictions
                  concerning voting rights, transferability of the Common Stock
                  and restrictions based on duration of employment with the
                  Company, Company performance and individual performance;
                  provided that the Board or Committee may, on such terms and
                  conditions as it may determine to be appropriate, remove any
                  or all of such restrictions. Common Stock may not be sold or
                  encumbered until all applicable restrictions have terminated
                  or expire. The restrictions, if any, imposed by the Board or
                  Committee or the Board under this Section 5 need not be
                  identical for all Common Stock and the imposition of any
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                  restrictions with respect to any Common Stock shall not
                  require the imposition of the same or any other restrictions
                  with respect to any other Common Stock.

         5.6      In the discretion of the Board or Committee, the Common Stock
                  Agreement may provide that the Company shall have the a right
                  of first refusal with respect to the Common Stock and a right
                  to repurchase the vested Common Stock upon a termination of
                  the Common Stockholder's employment with the Company, the
                  termination of the Common Stockholder's consulting arrangement
                  with the Company, the termination of the Common Stockholder's
                  service on the Company's Board, or such other events as the
                  Board or Committee may deem appropriate.

         5.7      The Board or Committee shall cause a legend or legends to be
                  placed on certificates representing shares of Common Stock
                  that are subject to restrictions under Common Stock
                  Agreements, which legend or legends shall make appropriate
                  reference to the applicable restrictions.

6. AMENDMENT AND TERMINATION OF PLAN

         6.1      The Board may at any time, and from time to time, suspend or
                  terminate the Plan in whole or in part or amend it from time
                  to time in such respects as the Board may deem appropriate and
                  in the best interest of the Company.

7. MISCELLANEOUS PROVISIONS

         7.1      No person shall have any claim or right to be granted Common
                  Stock under the Plan, and the grant of Common Stock under the
                  Plan shall not be construed as giving a Common Stockholder the
                  right to be retained by the Company.

         7.2      Any expenses of administering this Plan shall be borne by the
                  Company.

         7.3      Without amending the Plan, grants may be made to persons who
                  are foreign nationals or employed outside the United States,
                  or both, on such terms and conditions, consistent with the
                  Plan's purpose, different from those specified in the Plan as
                  may, in the judgment of the Committee, be necessary or
                  desirable to create equitable opportunities given differences
                  in tax laws in other countries.

         7.4      In addition to such other rights of indemnification as they
                  may have as members of the Board or the Committee, the members
                  of the Committee shall be indemnified by the Company against
                  all costs and expenses reasonably incurred by them in
                  connection with any action, suit or proceeding to which they
                  or any of them may be party by reason of any action taken or
                  failure to act under or in connection with the Plan
                  thereunder, and against all amounts paid by them in settlement
                  thereof (provided such settlement is approved by independent
                  legal counsel selected by the Company) or paid by them in
                  satisfaction of a judgment in any such action, suit or
                  proceeding, except a judgment based upon a finding of bad
                  faith; provided that upon the institution of any such action,
                  suit or proceeding a Committee member shall, in writing, give

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                  the Company notice thereof and an opportunity, at its own
                  expense, to handle and defend the same, before such Committee
                  member undertakes to handle and defend it on his own behalf.




Number of Shares:__________________           Date of Grant:____________________