EXHIBIT 10.1

                       Employee/Consultant Stock Plan 2002
                       -----------------------------------

THIS PLAN ("Plan") is made effective as of April 22, 2002, by Gump & Company,
Inc. ("Company"), for various natural persons who are employees and consultants
as designated by the Board ("Consultants" and "Employees" are each a
"Consultant" for definitional purposes).


                                R E C I T A L S:
                                ----------------

     The  Company  wishes to grant,  and the  Consultants  wish to  receive,  as
compensation for consultation services to the Company, a total of 600,000 Shares
of the  common  stock of the  Company  ("Common  Stock"),  all  pursuant  to the
provisions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  sum of Ten  ($10.00)  Dollars,
premises,  mutual promises,  covenants,  terms and conditions  herein, and other
good and  valuable  considerations,  the  receipt and  sufficiency  of which are
hereby acknowledged by the parties, the parties agree as follows:

     1. Grant of Shares.  The Company hereby grants to the Consultants shares of
Common  Stock (the  "Shares")  in the  Company.  The Shares may be issued to the
Consultants directly or upon exercise of options, which options shall have terms
set by Management.  No shares may be granted to any consultant in respect of any
capital raising or stock promotion efforts.

     2. Services.  Consultants  have been engaged by the Company and the Company
has  received  business  consultation  services  and/or  promises of  additional
services.  Services  may be  detailed  in  additional  documentation,  including
confirmatory letters and agreements,  as provided to one or more officers of the
Company, or may be provided in person, by phone, fax and/or email.

     3.  Compensation.   The  Consultants  are  not  entitled  to  receive  cash
compensation, unless and until any agreement to the contrary is reached with any
particular  Consultant.  Consultants' sole compensation is the Shares identified
herein,  unless the parties  agree  otherwise.  The parties agree the Shares are
valued at $.01 each.  Further,  certain  Consultants  may be supplied the Shares
under Options as determined by Management.

     4.  Registration  or  Exemption.  Notwithstanding  anything to the contrary
contained herein,  the Shares may not be issued unless the Shares are registered
pursuant to the Securities Act of 1933, as amended ("Act").

     5. Delivery of Shares. The Company shall deliver,  subject to the terms and
conditions  of  this  Plan,  to each  Consultant,  as  soon  as  practicable,  a
Certificate  representing the Shares.  Each Consultant agrees to be bound by the
terms and conditions under the Plan by accepting delivery of the Shares, and any
other terms individually agreed to in writing by the parties.

     6. Company's Rights. The existence of the Shares and/or this Plan shall not
affect in any way the rights of the Company to conduct its business.

     7. Disclosure.  Each Consultant  agrees to having read and fully considered
the  disclosures  under Exhibit "A" attached hereto and  incorporated  herein by
reference.



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     8.  Amendments.  This Plan may not be amended unless by the written consent
of Board.

     9.  Governing  Law. This Plan shall be governed by the laws of the State of
California, and the sole venue for any action arising hereunder or in connection
herewith shall be a court of competent jurisdiction in Los Angeles, California.

     10. Binding Effect.  This Plan shall be binding upon and for the benefit of
the parties hereto and their respective  heirs,  permitted  successors,  assigns
and/or delegates.

     12. Captions. The captions herein are for convenience and shall not control
the interpretation of this Plan.

     11.  Cooperation.  The parties agree to execute such  reasonable  necessary
documents  upon  advice of legal  counsel  in order to carry out the  intent and
purpose of this Plan as set forth hereinabove.

     12. Gender and Number. Unless the context otherwise requires, references in
this Plan in any  gender  shall be  construed  to  include  all  other  genders,
references  in the  singular  shall be  construed  to include  the  plural,  and
references in the plural shall be construed to include the singular.

     13.  Severability.  In the event anyone or more of the  provisions  of this
Plan shall be deemed  unenforceable  by any court of competent  jurisdiction for
any reason  whatsoever,  this Plan shall be construed  as if such  unenforceable
provision had never been contained herein.

By order of the Board of Directors



<PAGE>

                            EXHIBIT "A" to Stock Plan
                            -------------------------

Item 1 - Plan Information
-------------------------

     (a)  General Plan Information

          1. The title of the Plan is: ("Plan")  Employee/Consultant  Stock Plan
     2002 and the name of the  registrant  whose  securities  are to be  offered
     pursuant to the Plan is Gump & Company, Inc. ("Company").

          2. The general  nature and  purpose of the Plan is to grant  Employees
     and/or  Consultants  a total of 600,000  shares of the Common  Stock of the
     Company as compensation for employee and/or  consultation  services for the
     Company.

          3. To the best of Company's knowledge,  the Plan is not subject to any
     of the provisions of the Employee  Retirement  Income Security Act of 1974,
     as amended or replaced by any subsequent law.

          4.(a) The  Company  shall  act as Plan  Administrator.  The  Company's
     address and telephone number is: Mark DiSalvo,  C.E.O., 192 Searidge Court,
     Shell Beach, CA 93449. Phone:  805-773-5350.  The Company, as administrator
     of the Plan, will merely issue to the Employees and/or Consultant shares of
     Common Stock pursuant to the terms of the Plan.

          (b)  Securities  to be  Offered.  Pursuant  to the  terms of the Plan,
          600,000  shares of the Company's  Common Stock will be offered  either
          directly or through stock options.


          (c) Employees Who May Participate in the Plan. Natural persons who are
          Employees  and  Consultants  are the sole  participants  in this Plan.
          Employees  and  Consultants  are  eligible to receive  the  securities
          provided  the  securities  have been  registered  or are  exempt  from
          registration under the Securities Act of 1933, as amended (the "Act").

          (d) Purchase of  Securities  Pursuant to the Plan.  The Company  shall
          issue  and  deliver  the   underlying   securities  to  Employees  and
          Consultants as soon as practicable.  This may include upon exercise of
          options, in the case of Consultants who receive shares under options.

          (e) Resale  Restrictions.  Consultants or Employees may assign,  sell,
          convey or otherwise transfer the securities  received,  subject to the
          requirements of the Act.

          (f) Tax Effects of Plan Participation. The Plan is not qualified under
          Sec. 401 of the Internal  Revenue Code of 1986, as amended or replaced
          by any subsequent law.

          (g) Investment of Funds. n/a

          (h) Withdrawal  from the Plan;  Assignment of Interest.  Withdrawal or
          termination  as to  the  Plan  may  occur  upon  determination  of the
          Company.  Employees  and  Consultants  have  the  right to  assign  or
          hypothecate  Consultant's  interest  in  the  Plan,  subject  to  Plan
          provisions.

          (i) Forfeitures and Penalties. n/a

          (j) Charges and Deductions and Liens Therefore. n/a


Item 2 Registrant Information and Employee Plan Annual Information.
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Registrant, upon oral or written request by Consultants,  shall provide, without
charge, the documents  incorporated by reference in Part II, Item 3 of Company's
Form  S-8  Registration  Statement  for the  securities  as  well  as any  other
documents  required to be delivered  pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)).  All  requests  are to be  directed  to the  Company at the address
provided above.