EXHIBIT 10.1
                                  ------------

                           PLANET EARTH RECYCLING INC.
                             2001 STOCK OPTION PLAN

     1.   PURPOSE.  The  purpose  of  this  Plan  is  to  provide  additional
          -------
incentives to key employees, officers, directors and consultants of Planet Earth
Recycling  Inc.,  and  any  of its Subsidiaries, thereby  helping to attract and
retain  the  best available personnel for positions of responsibility with those
corporations  and  otherwise promoting the success of the business activities of
such corporations. It is intended that Options issued under this Plan constitute
nonqualified  stock  options  unless  otherwise  specified.

     2.   DEFINITIONS.  As  used  herein,  the  following  definitions  apply:
          -----------

          (a)     "1934  Act"  means  the  Securities  Exchange  Act of 1934, as
     amended.

          (b)     "Board"  means  the  Board  of  Directors  of  the  Employer.

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

          (d)     "Common  Stock"  means  the  Employer's  common  stock.

          (e)     "Committee"  means the Board or the Committee appointed by the
     Board  in  accordance  with  Section  4(a).

          (f)     "Continuous  Status  as  an  Employee or Consultant" means the
     absence  of  any  interruption  or termination of service as an Employee or
     Consultant;  Continuous  Status  as  an Employee or  Consultant will not be
     considered  interrupted  in  the case of sick leave, military leave, or any
     other  approved  leave  of  absence.

          (g)     "Consultant"  means  any  person  who  is  not  an employee or
     officer  of  the Employer who serves as a consultant of the Employer or any
     Subsidiary  of  the Employer that is hereafter organized or acquired by the
     Employer

          (h)     "Employee"  means  any  person  employed  by  or serving as an
     employee,  officer  or  director  of  the Employer or any Subsidiary of the
     Employer  that  is  hereafter  organized  or  acquired  by  the  Employer.

          (i)     "Employer"  means  Planet  Earth  Recycling  Inc.,  a  Nevada
     corporation.

          (j)     "Nonemployee Director" has the meaning set forth in Rule 16b-3
     under  the  1934  Act.

          (k)     "Option"  means  a  stock  option  granted  under  the  Plan.


                           PLANET EARTH RECYCLING INC.
                       2001 Stock Option Plan - Page 1 of 7
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          (l)     "Optioned  Stock" means the Common Stock subject to an Option.

          (m)     "Optionee"  means  any  person  who  receives  an  Option.

          (n)     "Plan"  means  this  2001  Stock  Option  Plan.

          (o)     "Subsidiary"  means any bank or other corporation of which not
     less than fifty percent (50%) of the voting shares are held by the Employer
     or a Subsidiary, whether or not such corporation now exists or is hereafter
     organized  or  acquired  by  the  Employer  or  a  Subsidiary.

     3.   STOCK  SUBJECT  TO  THE  PLAN.
          -----------------------------

          (a)     Number  of Shares Reserved.  The maximum number of shares that
                  --------------------------
     may be optioned and sold under the Plan is Seven Million (7,000,000) shares
     of  Common  Stock  of  the  Employer,  subject to adjustment as provided in
     Section  6(j). During the term of this Plan, the Employer will at all times
     reserve  and  keep  available  a sufficient  number of shares of its Common
     Stock  to  satisfy  the  requirements  of  the  Plan.

          (b)     Expired Options.  If any outstanding Option expires or becomes
                  ---------------
     unexercisable  for  any  reason without  having been exercised in full, the
     shares of Common Stock  allocable to the unexercised portion of such Option
     will  again  become  available  for  other  Option  grants.

     4.   ADMINISTRATION  OF  THE  PLAN.
          -----------------------------

          (a)     The  Committee.   The  Plan  is   administered  by  the  Board
                  --------------
     directly,  acting as a Committee of the whole, or if the Board elects, by a
     separate  Committee  appointed by the Board for that purpose and consisting
     of  at  least two Board members, all of whom must be Nonemployee Directors.
     All  references  in  the  Plan  to  the  "Committee"  are  to such separate
     Committee,  if any is established, or if none is then in existence, then to
     the  Board  as a whole. Once appointed, any such Committee must continue to
     serve  until  otherwise  directed by the Board. From time to time the Board
     may  increase  the  size  of  the  Committee and appoint additional members
     thereto,  remove  members  (with  or without cause), appoint new members in
     substitution  therefor,  and fill vacancies (however caused). At all times,
     the  Board  has  the  power  to  remove  all  members  of the Committee and
     thereafter  to  directly  administer  the Plan as a Committee of the whole.

          (b)     Meetings;  Reports.  The  Committee  shall  select  one of its
                  ------------------
     members  as  chairman,  and  hold meetings  at such times and places as the
     chairman  or a majority of the Committee  may determine. All actions of the
     Committee  must be either by (i) a majority vote of the members of the full
     Committee  at  a  meeting  of  the  Committee, or (ii) by unanimous written
     consent  of  all  members of the full Committee without a meeting. At least
     annually,  the  Committee  must  present  a  written  report  to  the Board
     indicating  the persons to whom Options have been granted since the date of
     the  last  such  report,  and  in  each  case  the date or dates of Options
     granted,  the  number  of  shares optioned, and the Option price per share.


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                       2001 Stock Option Plan - Page 2 of 7
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          (c)     Powers  of  the  Committee.  Subject  to  all  provisions  and
                  --------------------------
     limitations of the Plan, the Committee has the authority and discretion to:

               (1)     Determine  the persons to whom Options are to be granted,
          the times of grant, and the number of shares to be represented by each
          Option;

               (2)     Interpret  the  Plan;

               (3)     Authorize  any  person  or persons to execute and deliver
          Option agreements or to take any other actions deemed by the Committee
          to  be  necessary or appropriate to effectuate the grant of Options by
          the  Committee;  and

               (4)     Make  all other determinations and take all other actions
          that  the  Committee  deems necessary or appropriate to administer the
          Plan  in  accordance  with  its  terms  and  conditions.

          (d)     Final  Authority;  Limitation  of  Liability.  The Committee's
                  --------------------------------------------
     decisions, determinations  and interpretations are final and binding on all
     persons,  including  all   Optionees  and  any  other  holders  or  persons
     interested  in any Options, unless otherwise expressly determined by a vote
     of  the  majority of the entire Board. No member of the Committee or of the
     Board may be held liable for any action or determination made in good faith
     with  respect  to  the  Plan  or  any  Option.

          (e)     Approval  of  Grants  to  Committee  Composed  of Non-Employee
                  --------------------------------------------------------------
     Directors.  Any  grant  of  Options  to a member of a Committee composed of
     ---------
     Non-Employee Directors shall be approved of by the full Board of Directors.
     The  full  Board  of Directors shall then be construed as the Committee for
     purposes  of  administering  the  Plan  with  respect  to  such  Options.

     5.   ELIGIBILITY;  LIMITATION  OF  RIGHTS. The grant of Options  under  the
          ------------------------------------
Plan  is entirely discretionary with the Committee, and the adoption of the Plan
does  not  confer  upon  any  person  any right to receive any Option or Options
unless  and until granted by the Committee, in its sole discretion.  Neither the
adoption of the Plan nor the grant of any Options to any person or Optionee will
confer  any  right  to continued employment, nor shall the same interfere in any
way  with  that  person's  right  or that of the Employer (or any Subsidiary) to
terminate  the  person's  employment  at  any  time.

     6.   OPTION  TERMS; CONDITIONS.  All Option grants under the Plan  must  be
          -------------------------
(i)  approved in advance by the Committee; and (ii) documented in written Option
agreements in such form as the Committee approves from time to time.  All Option
agreements  must  comply  with,  and  are  subject  to  the  following terms and
conditions:


                           PLANET EARTH RECYCLING INC.
                       2001 Stock Option Plan - Page 3 of 7
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          (a)     Number  of  Shares.   Each  Option  agreement  must  state the
                  ------------------
     number of shares subject to Option. Any number of Options may be granted to
     a  single  eligible  person  at  any  time  and  from  time  to  time.

          (b)     Option Price.  The Option price for the shares of Common Stock
                  ------------
     to  be  issued  under the Option will be determined by the Committee at the
     time  of  grant.

          (c)     Consideration;  Manner  of  Exercise.   The  Option  price  is
                  ------------------------------------
     payable  either (i) in U.S. dollars upon exercise of the Option, or (ii) if
     approved  by  the  Board,  in  other   consideration   including,   without
     limitation,  Common  Stock of the Employer, services, or other property. An
     Option  is  deemed to be exercised when written notice of exercise has been
     given  to  the  Employer  in accordance with the terms of the Option by the
     person  entitled to exercise the Option, together with full payment for the
     shares  of  Common  Stock  subject  to  said  notice.

     (d)          Term  of Option.  Under no circumstances may an Option granted
                  ---------------
     under  the  Plan be exercisable after the expiration of ten (10) years from
     the date such Option is granted. The term of each Option must be determined
     by  the  Committee  in  its  discretion.

     (e)          Date  of Grant; Holdings Period.  The grant date of an Option,
                  -------------------------------
     for  all  purposes,  is  the  date  the  Committee makes  the determination
     granting the Option, as set forth in the Option agreement. Shares of Common
     Stock  obtained  upon  the  exercise  of  any Option may not be sold by any
     Optionee that is subject to Section 16 of the 1934 Act until six (6) months
     have  elapsed  since  the  date  of  the  Option  grant.

          (f)     Death  of  Optionee.  In the event of the death of an Optionee
                  -------------------
     who  at  the time of his or her death was an Employee or Consultant and who
     had  been  in Continuous Status as an Employee or Consultant since the date
     of grant of the Option, the Option terminates on the earlier of (i) six (6)
     months after the date of death of the Optionee, or (ii) the expiration date
     otherwise  provided in the Option agreement. Under these circumstances, the
     portion of the Option that has vested will be exercisable at any time prior
     to  such termination by the Optionee's estate, or by such person or persons
     who  have  acquired  the  right  to  exercise  the Options by bequest or by
     inheritance  or  by reason of the death of the Optionee. If, at the time of
     death,  the  Optionee  is  not  vested  as to his or her entire Option, the
     shares  covered  by  the  unvested  portion  of the Option will immediately
     revert  to  the  Plan.  If,  after termination, the Option is not exercised
     within  the time specified by the Committee, the Option will terminate, and
     the  shares  covered  by  the  Option  will  revert  to  the  Plan.

          (g)     Disability  of  Optionee.  If  an  Optionee's  status  as  an
                  ------------------------
     Employee  or  Consultant is terminated at any time during the Option period
     by  reason  of a disability  (within the meaning of Section 22(e)(3) of the
     Code)  and if the Optionee had been in  Continuous Status as an Employee or
     Consultant  at  all  times  between the date of grant of the Option and the
     termination  of  his  status  as  an  Employee  or  Consultant,  the Option
     terminates  on  the  earlier  of  (i)  one  (1)  year  after  the  date  of
     termination  of his or her status as an Employee or Consultant, or (ii) the
     expiration  date  otherwise  provided  in the  Option agreement. If, on the
     date  of  termination,  the  Optionee is not vested as to his or her entire
     Option,  the  shares  covered  by  the  unvested portion of the Option will
     revert  to  the Plan. If, after termination, the Optionee does not exercise
     his  or  her  Option within the time specified by the Committee, the Option
     will  terminate,  and  the  shares covered by the Option will revert to the
     Plan.


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          (h)     Termination  of  Status  as  an Employee or Consultant.  If an
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     Optionee's  status  as  an Employee or Consultant is terminated at any time
     after  the  grant  of  an  Option by the Optionee for any reason other than
     death  or disability, as provided in Sections 6(f) and 6(g), and not by the
     Company,  as  provided  below,  the Option terminates on the earlier of (i)
     thirty  (30)  days  following  termination  of  status  as  an  Employee or
     Consultant,  or  (ii)  the expiration date otherwise provided in the Option
     agreement.  If  an  Optionee's  status  as  an  Employee  or  Consultant is
     terminated by the Company for any reason other than death or disability, as
     provided  in  Sections  6(f)  and  6(g),  at any time after the grant of an
     Option,  then the Option terminates on the date of termination of status as
     an  Employee or Consultant. If, on the date of termination, the Optionee is
     not  vested  as  to  his  or  her  entire Option, the shares covered by the
     unvested  portion  of  the  Option  will  revert  to  the  Plan.  If, after
     termination,  the  Optionee  does not exercise his or her Option within the
     time  specified by the Committee, the Option will terminate, and the shares
     covered  by  the  Option  will  revert  to  the  Plan.

          (i)     Nontransferability  of  Options.  Except  as  permitted by the
                  -------------------------------
     Committee, no Option granted under the Plan may be sold, pledged, assigned,
     hypothecated,  transferred, or disposed of in any manner other than by will
     or  by the laws of descent or distribution and may be exercised, during the
     lifetime  of  the  Optionee,  only  by  the  Optionee.

          (j)     Adjustments  Upon  Changes  in Capitalization.  Subject to any
                  ---------------------------------------------
     required  action  by the shareholders of the Employer, the number of shares
     of Common Stock covered by each outstanding Option, the number of shares of
     Common  Stock  available for grant of additional Options, and the price per
     share  of  Common  Stock  specified  in  each  outstanding  Option, must be
     proportionately  adjusted  for  any  increase  or decrease in the number of
     issued  shares  of  Common  Stock  resulting  from any stock split or other
     subdivision  or  consolidation of shares, the payment of any stock dividend
     (but  only  on  the  Common Stock) or any other increase or decrease in the
     number  of  such  shares  of  Common  Stock  effected  without  receipt  of
     consideration  by  the  Employer; provided, however, that conversion of any
                                       --------  -------
     convertible  securities  of  the  Employer  will not be deemed to have been
     "effected  with-out  receipt  of  consideration."

          Any  adjustments   as   a  result  of  a  change  in  the   Employer's
     capitalization  will  be made by the Committee, whose determination in that
     respect  is  final,  binding  and conclusive. Except as otherwise expressly
     provided  in this Section 6(j), no Optionee shall have any rights by reason
     of  any  stock  split  or  the  payment  of any stock dividend or any other
     increase  or  decrease  in  the number of shares of Common Stock. Except as
     otherwise  expressly  provided  in  this  Section  6(j),  any  issue by the
     Employer  of  shares  of stock of any class, or securities convertible into
     shares  of  stock  of  any  class, shall not affect the number of shares or
     price of Common Stock subject to any Options, and no adjustments in Options
     shall be made by reason thereof. The grant of an Option under the Plan does
     not  in  any  way  affect  the  right  or  power  of  the  Employer to make
     adjustments,  reclassifications,  reorganizations or changes of its capital
     or  business  structure.


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                      2001 Stock Option Plan Page - 5 of 7
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          (k)     Conditions  Upon  Issuance  of Shares.  Shares of Common Stock
                  -------------------------------------
     may  not  be issued with respect to an Option granted under the Plan unless
     the  exercise  of  the  Option and the issuance and delivery of such shares
     pursuant thereto complies with all applicable provisions of law, including,
     applicable  federal  and  state  securities  laws.

          As  a condition to the exercise of an Option, the Employer may require
     the  person  exercising such Option to represent and warrant at the time of
     exercise  that  the  shares  of  Common Stock are being purchased  only for
     investment  and  without  any  present intention to sell or distribute such
     Common  Stock  if,  in  the  opinion  of  counsel  for the Employer, such a
     representation  is  required  by  any  relevant  provisions  of  law.

          (l)     Change  of Control, Merger, Sale of Assets, Etc.  In the event
                  -----------------------------------------------
     of  the  sale  or  other transfer of the outstanding shares of stock of the
     Employer in one transaction or a series of related transactions or a merger
     or reorganization of the Employer with or into any other corporation, where
     immediately  following the transaction, those persons who were shareholders
     of the Employer immediately before the transaction control less than 50% of
     the  voting  power  of  the  surviving  organization  (a "change of control
     event")  or  in  the  event  of a proposed sale of substantially all of the
     assets  of  the  Employer,  or  in  the  event of a proposed dissolution or
     liquidation  of  the   Employer   (collectively,  "sale  transaction")  all
     outstanding  Options that are not then fully exercisable become exercisable
     immediately  before  the  date of closing of any change of control event or
     sale  transaction  or  such  earlier  date  as  the  Committee  may  fix.

          (m)     Substitute  Stock Options.  In connection with the acquisition
                  -------------------------
     or  proposed  acquisition  by  the  Employer  or any Subsidiary, whether by
     merger,   acquisition   of   stock  or   assets,  or  other  reorganization
     transaction,  of  a  business  any  employees  of  which  have been granted
     options,  the Committee is authorized to issue, in substitution of any such
     unexercised  stock options, a new Option under this Plan which confers upon
     the  Optionee  substantially  the  same  benefits  as  the  old  option.

          (n)     Tax  Compliance.  The  Employer,  in  its sole discretion, may
                  ---------------
     take  any  actions  that  it reasonably believes to be required in order to
     comply with any local, state, or federal tax laws relating to the reporting
     or  withholdings  of  taxes  attributable  to  the grant or exercise of any
     Option  or  the  disposition  of  any  shares  of  Common Stock issued upon
     exercise of an Option, including, but not limited to: (i) withholdings from
     any  Optionee  exercising  an  Option  a  number  of shares of Common Stock
     having  a  fair market value equal to the amount required to be withheld by
     Employer  under applicable tax laws, and (ii) withholdings from any form of
     compensation  or other amount due an Optionee or holder of shares of Common
     Stock  issued upon exercise of an Option any amount required to be withheld
     by  Employer  under  applicable  tax  laws.  Withholdings  or  reporting is
     considered  required for purposes of this Section 6(n) if any tax deduction
     or  other favorable tax treatment available to Employer is conditioned upon
     such  reporting  or  withholdings.


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                      2001 Stock Option Plan Page - 6 of 7
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          (o)     Other  Provisions.  Option  agreements executed under the Plan
                  -----------------
     may  contain  such  other  provisions  as  the  Committee  deems advisable,
     provided  that  they  are not inconsistent  with any of the other terms and
     conditions  of  the  Plan  or  applicable  laws.

     7.     TERM  OF THE PLAN.  The Plan is effective on the date of adoption of
            -----------------
the  Plan  by the Board.  Unless sooner terminated as provided in Section 8, the
Plan  will  terminate  on  the  tenth  (10th) anniversary of its effective date.
Options  may  be  granted  at any time after the effective date and prior to the
date  of  termination  of  the  Plan.

     8.     AMENDMENT;  EARLY TERMINATION.  The Board may terminate or amend the
            -----------------------------
Plan  at  any  time  and  in  such  respects  as it deems advisable, although no
amendment  or  termination  would  affect  any previously-granted Options, which
would  remain  in  full  force  and  effect  notwithstanding  any  amendment  or
termination  of  the  Plan.  Shareholder  approval of any amendments to the Plan
must  be  obtained  whenever  required  by  applicable  law(s)  or  stock market
regulations.

     9.     INABILITY  TO  OBTAIN  AUTHORITY.  The  inability of the Employer to
            --------------------------------
obtain  authority  to  issue  and sell shares under the Plan from any regulatory
body  having  jurisdiction,  which  authority  is  considered  by the Employer's
counsel  to be necessary to the lawful issuance and sale of the shares under the
Plan,  will  relieve  the Employer of any liability in respect of the failure to
issue  or  sell  those  shares.

     10.    SHAREHOLDER APPROVAL. Approval of the Plan is subject to affirmative
            ---------------------
vote  of  the holders of a majority of the outstanding shares of Common Stock of
the  Employer  at  a  duly convened meeting of the shareholders of the Employer,
which  approval must occur within twelve (12) months before or after the date of
adoption  of  the  Plan  by  the  Board.


                                  *   *   *   *

                             CERTIFICATE OF ADOPTION

I certify that the foregoing plan was adopted by the Board on April 2, 2001.




                                                     /s/  Gary  Martin
                                                     --------------------
                                                     Gary  Martin
                                                     Secretary
                                                     Planet Earth Recycling Inc.


                           PLANET EARTH RECYCLING INC.
                      2001 Stock Option Plan - Page 7 of 7
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                         SCHEDULE A
                  PLANET EARTH RECYCLING INC.
         Option Grant Schedule for 2001 Stock Option Plan
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  Name  of      No. of Shares                         Date(s) First
  Optionee      Under Option      Date  of  Grant      Exercisable
-------------  ---------------  -------------------  -------------

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     The  Option  awards  listed  above  were  approved by the Committee (or the
entire  Board,  acting  as  the  Plan  Administrator)  on  this  ___  day  of
_____________________,  ________.


__________________________________          ____________________________________
(Signature  of  Member)                         (Signature  of  Member)


__________________________________          ____________________________________
(Signature  of  Member)                         (Signature  of  Member)


__________________________________          ____________________________________
(Signature  of  Member)                         (Signature  of  Member)


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