EXHIBIT 10.1


             1999-2000 CONSULTATION SERVICES COMPENSATION PLAN


1.       PURPOSE OF THE PLAN.

         This Consultation Services Compensation Plan is intended to further
the growth and advance the best interest of Leapfrog Smart Products, Inc., a
Colorado corporation (the "Company"),  by supporting and increasing the
Company's ability to attract, retain and compensate persons of experience and
ability and whose services are considered valuable, to encourage the sense of
proprietorship in such persons, and to stimulate the active interest of such
persons in the development and success of the Company.  This Plan provides for
stock compensation through the award of the Company's Common Stock, as a bonus
or in lieu of cash compensation for services rendered.

2.       DEFINITIONS.

         Whenever used in this Plan, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth in
this section:

         a.       "Act" means the U.S. Securities Act of 1933, as amended.

         b.       "Affiliated Corporation" means any Parent or Subsidiary.

         c.       "Award" means any grant of Common Stock made under this
                  Plan, as a bonus, or in lieu of cash compensation for
                  services rendered.

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

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

         f.       "Common  Stock" or "Common  Shares" means the common stock,
                  $.001 par value per share, of the  Company, 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.

         g.       "Date of Grant" means the day the Board of Directors
                  authorizes 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.

         h.       "Employee/Consultant"  means any person or entity that renders
                  bona  fide services to the Company, including, without
                  limitation,  (i) a  person  employed  by  the  Company in any
                  capacity; (ii) an officer or director of the Company; or
                  (iii) a person engaged by the Company as a consultant or
                  advisor.

         i.       "Participant" means an Employee or Consultant to whom an Award
                   of Plan Shares has been made.

         j.       "Plan Shares" means shares of Common Stock from time to time
                   subject to this Plan.

3.       EFFECTIVE DATE OF THE PLAN.

         The effective date of this Plan is February 28, 2000. No Plan Shares
may be issued after December 31, 2000.

4.       ADMINISTRATION OF THE PLAN.

         The Board of Directors will be responsible for the administration of
this Plan, and will negotiate compensation under this Plan.  Subject to the
express provisions of this  Plan, 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 determination of those eligible to receive Plan Shares shall rest
in the sole discretion of the Board of Directors, subject to the provisions of
this Plan. The Board of Directors may correct any defect, supply any omission or
reconcile any inconsistency in this Plan in such manner and to such extent it
shall deem necessary to carry it into effect.  Any decision made, or action
taken, by the Board of Directors arising out of or in connection with the
interpretation and administration of the Plan shall be final and conclusive. The
Board of Directors may appoint a compensation committee from among the
members of the full Board of Directors to administer this Plan.

5.       STOCK SUBJECT TO THE PLAN.

         The maximum number of Plan Shares as to which Awards may be granted
under this Plan is 860,716 shares.

6.       PERSONS ELIGIBLE TO RECEIVE AWARDS.

         Awards may be granted only to Employees or Consultants

7.       GRANTS OF AWARDS.

         Except as otherwise  provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees Awards are to be
granted, and the number of Plan Shares to be Awarded to each
Employee/Consultant.  No grant will be made if, in the judgment of the Board of
Directors, such a grant would constitute a public distribution with the meaning
of the Act or the rules and regulations promulgated thereunder.

8.       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 Plan Shares that were granted.  Unless the Plan Shares have been
registered under the Act, each certificate evidencing Plan Shares shall bear a
legend to indicate that such shares represented by the certificate  were 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.

9.       ASSIGNABILITY.

         No Award of Plan Shares may be assigned.  Plan Shares may be assigned
after such shares have been delivered, only in accordance with law and any
transfer restrictions imposed at the time of Award.

10.      EMPLOYMENT.

         Nothing in this Plan or in the grant of an Award shall confer upon any
Employee/Consultant the right to continue in the employ of the Company nor shall
it  interfere with or restrict  in any way the lawful  rights of the Company to
discharge any Employee/Consultant at any time for any reason whatsoever, with or
without cause.

11.      LAWS AND REGULATIONS.

         The  obligation of the Company to sell and deliver Plan Shares on the
grant of an Award under this Plan shall be subject to the condition that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any other applicable laws, rules or regulations.

12.      WITHHOLDING OF TAXES.

         If subject to withholding tax, the Company may require that the
Employee concurrently pay to the Company the entire amount or a portion of any
taxes which the Company is required to withhold by reason of granting an Award,
in such amount as the Company in its discretion may determine.  In lieu of part
or all of any such payment, the Employee may elect to have the Company withhold
from the Plan Shares issued hereunder a sufficient  number of shares to satisfy
withholding obligations.  If the Company becomes required to pay withholding
taxes to any federal, state or other taxing authority as a result of the
granting of an Award, and the Employee fails to provide the Company with the
funds with which to pay that withholding tax, the Company may withhold up to 50%
of each payment of salary or bonus to the Employee (which will be in addition to
any required or permitted  withholding),  until the Company has been reimbursed
for the entire withholding tax it was required to pay in respect of issuance of
any Plan Shares.

         If shares pursuant to the plan are issued to a consultant, not a
regular employee under the Internal Revenue Code, such shares shall not be
delivered until a W-2 is received and a Form 1099 shall be issued with delivery
of the shares.

13.      RESERVATION OF SHARES.

         The stock subject to this Plan shall, at all times, consist of
authorized but unissued shares of Common Stock reacquired or held by the Company
equal to the maximum number of shares the Company may be required to issue on
the grant of Awards under this Plan, and such number of Common Shares hereby is
reserved for such purpose.  The Board of  Directors may decrease the number of
shares subject to this Plan, but not increase such number, except as a
consequence of a stock split or other reorganization or recapitalization
affecting all Common Shares.

14.      AMENDMENT AND 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. Otherwise, this Plan
shall terminate on the earlier of the terminal date stated in Section 3 of this
Plan or the date when all Plan Shares have been issued.  The Board of Directors
shall have absolute  discretion to amend this Plan,  subject to any  limitations
expressly set forth herein.

15.      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, prior to an Award of Plan Shares.

16.      LIABILITY.

         No member of the Board of Directors, any committee of directors, or
officers, employees or agents of the Company shall be personally liable for any
action, omission or determination made in good faith in connection with this
Plan.

17.      MISCELLANEOUS PROVISIONS.

         The place of administration of the Plan shall be in the State of
Colorado, and the validity, construction, interpretation and effect of this Plan
and of its rules, regulations and rights relating to it, shall be determined
solely in accordance with the laws of such state.


         Without amending this Plan, the Board of Directors may issue Plan
Shares to employees of the Company who are foreign nationals or employed outside
the United States, or both, on such terms and conditions different form those
specified in this Plan but consistent with the purpose of this Plan, as it deems
necessary and desirable to create equitable opportunities given differences in
tax laws in other countries.

         All expenses of  administering  this Plan and issuing Plan Shares shall
be borne by the Company.

         By signature  below, the undersigned officers of the Company hereby
certify that the foregoing is a true and correct copy of the 1999-2000
Consultation Services Compensation Plan of the Company.

Dated: February 28, 2000

LEAPFROG SMART PRODUCTS, INC.


/s/ Randolph Tucker

By:--------------------------------------------
     RANDOLPH TUCKER, CEO