EXHIBIT 10.28

                        Diamond Entertainment Corporation

                          2000 STOCK COMPENSATION PLAN


                  1.  PURPOSE  OF  THE  PLAN.  The  purpose  of the  2000  Stock
Compensation Plan ("Plan") of Diamond  Entertainment  Corporation,  a New Jersey
corporation,  ("Company") is to provide the Company with a means of compensating
selected key employees  (including officers) and directors of and consultants to
the Company and its subsidiaries for their services  rendered in connection with
the development of Diamond Entertainment Corporation with shares of Common Stock
of the Company.

                  2.  ADMINISTRATION OF THE PLAN. The Plan shall be administered
by the Company's Board of Directors (the "Board").

                           2.1   Award or Sales of shares. The  Company's  Board
shall (a)  select  those  key  employees  (including  officers),  directors  and
consultants  to whom shares of the  Company's  Common  Stock shall be awarded or
sold,  and (b) determine the number of shares to be awarded or sold; the time or
times at which shares shall be awarded or sold; whether the shares to be awarded
or sold will be registered with the Securities and Exchange Commission; and such
conditions,  rights of  repurchase,  rights of first  refusal or other  transfer
restrictions as the Board may determine.  Each award or sale of shares under the
Plan may or may not be evidenced by a written  agreement between the Company and
the persons to whom shares of the Company's Common Stock are awarded or sold.

                           2.2 Consideration for Shares. Shares of the Company's
Common  Stock to be  awarded  or sold  under the Plan  shall be issued  for such
consideration,  having a value  not less  than par  value  thereof,  as shall be
determined from time to time by the Board in its sole discretion.

                           2.3    Board Procedures.  The Board from time to time
may adopt such rules and  regulations  for carrying out the purposes of the Plan
as it may deem proper and in the best interests of the Company.  The Board shall
keep  minutes of its  meetings  and  records of its  actions.  A majority of the
members  of the Board  shall  constitute  a quorum  for the  transaction  of any
business by the Board. The Board may act at any time by an affirmative vote of a
majority of those members  voting.  Such vote shall be taken at a meeting (which
may be  conducted  in person or by any  telecommunication  medium) or by written
consent of Board members without a meeting.

                           2.4 Finality of Board Action. The Board shall resolve
all questions  arising under the Plan. Each  determination,  interpretation,  or
other  action  made or taken by the  Board  shall be final  and  conclusive  and
binding  on  all  persons,  including,  without  limitation,  the  Company,  its
stockholders, the Board and each of the members of the Board.

                                       1

<PAGE>

                           2.5   Non-Liability of Board Members. No Board member
shall be liable for any action or  determination  made by him in good faith with
respect to the Plan or any shares of the Company's  Common Stock sold or awarded
under it.

                           2.6   Board Power to amend, Suspend, or Terminate the
Plan. The Board may, from time to time, make such changes in or additions to the
Plan as it may deem  proper and in the best  interests  of the  Company  and its
Stockholders.  The Board may also  suspend  or  terminate  the Plan at any time,
without notice, and in its sole discretion.

                  3. SHARES  SUBJECT TO THE PLAN.  For purposes of the Plan, the
Board of Directors is authorized to sell or award up to 13,000,000 shares and/or
options of the Company's Common Stock, no par value per share ("Common Stock").

                  4. PARTICIPANTS.  All key employees  (including  officers) and
directors  of  and  consultants  to the  Company  and  any  of its  subsidiaries
(sometimes referred to herein as ("participants") are eligible to participate in
the Plan. A copy of this Plan shall be delivered to all  participants,  together
with a copy of any Board resolutions  authorizing the issuance of the shares and
establishing the terms and conditions,  if any, relating to the sale or award of
such shares.

                  5. RIGHTS AND OBLIGATIONS OF  PARTICIPANTS.  The award or sale
of shares of Common stock shall be conditioned upon the participant providing to
the Board a written  representation  that, at the time of such award or sale, it
is the intent of such  person(s) to acquire the shares for  investment  only and
not with a view toward  distribution.  The certificate for  unregistered  shares
issued for investment  shall be restricted by the Company as to transfer  unless
the Company  receives an opinion of counsel  satisfactory  to the Company to the
effect that such  restriction  is not necessary  under the  pertaining  law. The
providing of such  representation  and such  restriction  on transfer shall not,
however,  be required upon any person's  receipt of shares of Common Stock under
the Plan in the event that,  at the time of award or sale,  the shares  shall be
(i)  covered  by an  effective  and  current  registration  statement  under the
Securities  Act of 1933,  as amended,  and (ii) either  qualified or exempt from
qualification  under  applicable  state  securities  laws.  The  Company  shall,
however,  under no  circumstances  be required to sell or issue any shares under
the Plan if, in the opinion of the Board,  (i) the issuance of such shares would
constitute a violation by the  participant  or the Company of any applicable law
or regulation of any governmental  authority, or (ii) the consent or approval of
any  governmental  body is  necessary  or  desirable  as a  condition  of, or in
connection with, the issuance of such shares.

                  6. PAYMENT OF SHARES.

                           (a)  The entire purchase price of shares issued under
the Plan shall be payable in lawful money of the United States of America at the
time when such shares are purchased, except as provided in subsection (b) below.

                           (b) At the  discretion  of the  Board,  Shares may be
issued under the Plan in consideration of services rendered;  provided, however,
that any issuance of shares under the Plan shall be in  compliance  with Section
14A:7-2 of the New Jersey Business Corporation Act.

                                       2

<PAGE>

                  7.  ADJUSTMENTS.  If the  outstanding  Common  Stock  shall be
hereafter  increased or decreased,  or changed into or exchanged for a different
number  or kind of shares  or other  securities  of the  Company  or of  another
corporation, by reason of a recapitalization,  reclassification, reorganization,
merger,  consolidation,  share exchange,  or other business combination in which
the Company is the surviving parent corporation,  stock split-up, combination of
shares, or dividend or other distribution  payable in capital stock or rights to
acquire capital stock,  appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Plan.

                  8. TAX WITHHOLDING. As a condition to the purchase or award of
shares,  the participant  shall make such  arrangements as the Board may require
for the  satisfaction of any federal,  state,  local or foreign  withholding tax
obligations that may arise in connection with such purchase or award.

                  9. TERMS OF THE PLAN.

                           9.1  Effective Date.  The Plan shall become effective
on June 1, 2000.

                           9.2  Termination Date.  The Plan  shall  terminate at
Midnight  on May 31,  2001,  and no shares  shall be  awarded or sold after that
time.  The Plan may be suspended or  terminated at any earlier time by the Board
within the limitations set forth in Section 2.6.

                  10. NON-EXCLUSIVITY OF THE PLAN. Nothing contained in the Plan
is intended to amend,  modify, or rescind any previously  approved  compensation
plans,  programs  or options  entered  into by the  Company.  This Plan shall be
construed  to be in  addition  to and  independent  of any  and all  such  other
arrangements.  The  adoption of the Plan by the Board shall not be  construed as
creating any  limitations on the power of authority of the Board to adopt,  with
or  without  stockholder   approval,   such  additional  or  other  compensation
arrangements as the Board may from time to time deem desirable.

                  11.  GOVERNING  LAW.  The Plan and all rights and  obligations
under it shall be  construed  and  enforced in  accordance  with the laws of the
state of New Jersey.



                                       3