Exhibit 10(ii)(a)


                           CLAMSHELL ENTERPRISES, INC.

                      2001 EMPLOYEE STOCK COMPENSATION PLAN

         1.   Purpose of the Plan.
              --------------------

         This 2001 Employee Stock Compensation Plan ("Plan") is intended to
further the growth and advance the best interests of Clamshell Enterprises,
Inc., a Nevada corporation ("Company"), and any Affiliated Corporation, 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 and any Affiliate Corporation. This Plan provides for stock
compensation through the award of the Company's Common Stock.

         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 of the
Company.

         (c) "Award" or "grant" means any grant or sale of Common Stock made
under this Plan.

         (d) "Board of Directors" means the Board of Directors of the Company.
The term "Committee" is defined in Section 4 of this Plan.

         (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 or
securities of the Company, such other shares or securities.

         (g) "Date of Grant" means the day the Committee authorizes the grant of
Common Stock or such later date as may be specified by the Committee as the date
a particular award will become effective.

         (h) "Employee" means and includes the following persons: (i) executive
officers, officers and directors (including advisory and other special
directors) of the Company or an Affiliated Corporation; (ii) full-time and
part-time employees of the Company or an Affiliated Corporation; (iii) natural
persons engaged by the Company or an Affiliated Corporation as a consultant,
advisor or agent; and (iv) a lawyer, law firm, accountant or accounting firm or
other professional or professional firm engaged by the Company or an Affiliated
Corporation.

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         (i) "Parent" means any corporation owning 50% or more of the total
combined voting stock of all classes of the Company or of another corporation
qualifying as a Parent within this definition.

         (j) "Participant" means an Employee to whom an Award of Plan Shares has
been made.

         (k) "Plan Shares" means shares of Common Stock from time to time
subject to this Plan.

         (l) "Subsidiary" means a corporation more than 50% of whose total
combined capital stock of all classes is held by the Company or by another
corporation qualifying as a Subsidiary within this definition.

         3.   Effective Date of the Plan.
              ---------------------------

     This Plan shall be effective as of February 14, 2001, the date of its
adoption by the Board, and no ESO shall be granted pursuant to this Plan after
its expiration. This Plan shall expire on 13, 2011 except as to ESOs then
outstanding, which shall remain in effect until they have expired or been
exercised.

         4.   Administration of the Plan.
              ---------------------------

     The ESC Compensation Committee of the Board of Directors ("Committee"), and
in default of the appointment or continued existence of such Committee the Board
of Directors, will be responsible for the administration of this Plan, and will
have sole power to award Common Shares under this Plan. Subject to the express
provisions of this Plan, the Committee 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 an award of Plan Shares shall rest in
the sole discretion of the Committee, subject to the provisions of this Plan.
Awards of Plan Shares may be made as compensation for services rendered,
directly or in lieu of other compensation payable, as a bonus in recognition of
past service or performance or may be sold to an Employee as herein provided.
The Committee 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
Committee arising out of or in connection with the interpretation and
administration of this Plan shall be final and conclusive.

         5.   Stock Subject to the Plan.
              --------------------------

     The maximum number of Plan Shares which may be awarded under this Plan is
1,500,000 shares.

         6.   Persons Eligible to Receive Awards.
              -----------------------------------

     Awards may be granted only to Employees (as herein defined).

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         7.   Grants or Awards of Plan Shares.
              --------------------------------

         Except as otherwise provided herein, the Committee shall have complete
discretion to determine when and to which Employees Plan Shares are to be
granted, and the number of Plan Shares to be awarded to each Employee. A grant
to an Employee may be made for cash, property, services rendered or other
form of payment constituting lawful consideration under applicable law; Plan
Shares awarded other than for services rendered shall be sold at not less than
the fair value thereof on the date of grant. No grant will be made if, in the
judgment of the Committee, 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 an award of Plan Shares,
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. In the absence of registration under
the Act, any person awarded Plan Shares may be required to execute and deliver
to the Company an investment letter, satisfactory in form and substance to the
Company, prior to issuance and delivery of the shares. An award may be made
under this Plan wherein the Plan Shares may be issued only after registration
under the Act.

         9.   Assignability.
              --------------

         An award of Plan Shares may not be assigned. Plan Shares themselves may
be assigned only after such shares have been awarded, issued and delivered, and
only in accordance with law and any transfer restrictions imposed at the time of
award.

         10.  Employment not Conferred.
              -------------------------

         Nothing in this Plan or in the award of Plan Shares shall confer upon
any Employee the right to continue in the employ of the Company or Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful rights
of the Company or any Affiliated Corporation to discharge any Employee at any
time for any reason whatsoever, with or without cause.

         11.  Laws and Regulations.
              ---------------------

         The obligation of the Company to issue and deliver Plan Shares
following 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 or any Affiliated
Corporation may require that the Employee concurrently pay to the Company the
entire amount or a portion of any taxes which the Company or Affiliated

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Corporation is required to withhold by reason of granting Plan Shares, in such
amount as the Company or Affiliated Corporation in its discretion may determine.
In lieu of part or all of any such payment, the Employee may elect to have the
Company or Affiliated Corporation withhold from the Plan Shares issued hereunder
a sufficient number of shares to satisfy withholding obligations. If the
Company or Affiliated Corporation becomes required to pay withholding taxes to
any federal, state or other taxing authority as a result of the granting of Plan
Shares, and the Employee fails to provide the Company or Affiliated Corporation
with the funds with which to pay that withholding tax, the Company or Affiliated
Corporation 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 or Affiliated Corporation has been reimbursed for the entire
withholding tax it was required to pay in respect of the award of Plan Shares.

         13.  Reservation of Shares.
              ----------------------

         The stock subject to this Plan shall, at all times, consist of
authorized but unissued Common Shares, or previously issued shares of Common
Stock reacquired or held by the Company or an Affiliated Corporation equal to
the maximum number of shares the Company may be required to issue as stated in
Section 5 of this Plan, and such number of Common Shares hereby is reserved for
such purpose. The Committee may decrease the number of shares subject to this
Plan, but only the Board of Directors my 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 Committee 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 Committee shall have
absolute discretion to amend this Plan, subject only to those limitations
expressly set forth herein; however, the Committee shall have no authority to
extend the term of this Plan, to increase the number of Plan Shares subject to
award under this Plan or to amend the definition of "Employee" to include
executive officers or directors of the Company or any Affiliated Corporation.

         15.  Delivery of Plan.
              -----------------

         A copy or synopsis (for which copy the prospectus will serve) or
description of this Plan shall be delivered to every person to whom an award of
Plan Shares is made. The Secretary of the Company may, but is not required to,
also deliver a copy of the resolution or resolutions of the Committee
authorizing the award.

         16.  Liability.
              ----------

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

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         17.  Miscellaneous Provisions.
              -------------------------

         The place of administration of this Plan shall be in the State of
Nevada (or subsequently, wherever the Company's principal executive offices are
located), 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 the State of Nevada. Without amending this
Plan, the Committee 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 from 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.

         18.  Reorganizations and Recapitalizations of the Company.
              -----------------------------------------------------

         (a) The shares of Common Stock subject to this Plan are shares of the
Common Stock of the Company as currently constituted. If, and whenever, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Common Stock dividend, a stock split, combination
of shares (reverse stock split) or recapitalization or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then the number
of shares of Common Stock subject to this Plan shall (i) in the event of an
increase in the number of outstanding shares, be proportionately increased; and
(ii) in the event of a reduction in the number of outstanding shares, be
proportionately reduced.

         (b) Except as expressly provided above, the Company's issuance of
shares of Common Stock of any class, or securities convertible into shares of
Common Stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into or exchangeable for shares of Common Stock or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to this Plan.

By signature below, the undersigned officers of the Company hereby certify that
the foregoing is a true and correct copy of the 2001 Employee Stock Compensation
Plan of the Company.

DATED:   February 14, 2001

                                            Clamshell Enterprises, Inc.


(SEAL)                                      /s/  James Charles
                                            ----------------------------------
                                                 James Charles, President


                                            /s/  Richard Starke
                                            ----------------------------------
                                                 Richard Starke, Secretary


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                         CERTIFICATION OF PLAN ADOPTION

     The undersigned Secretary of Clamshell Enterprises, Inc., hereby certifies
that the foregoing 2001 Employee Stock Compensation Plan of this corporation was
duly approved by the requisite number of holders of the issued and outstanding
common stock of this corporation as of the below date.

Date of Approval: February 14, 2001




(SEAL)                                      /s/  Richare Starke
                                            ----------------------------------
                                                 Richard Starke, Secretary


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