Employee/Consultant Stock Plan 2001
                       -----------------------------------


THIS PLAN  ("Plan") is made  effective  as of September  19,  2001,  by Symphony
Telecom International,  Inc. ("Company"),  for various 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 6,000,000
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.

     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.

     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
Delaware,  and the sole venue for any action arising  hereunder or in connection
herewith shall be a court of competent jurisdiction in Ontario, Canada.

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     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



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                            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
     2001 and the name of the  registrant  whose  securities  are to be  offered
     pursuant to the Plan is Symphony Telecom International, Inc. ("Company").
          2.   The general nature and purpose of the Plan is to grant  Employees
     and/or  Consultants a total of 6,000,000  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: Gilles Trahan, C.E.O., 41 George St. South
     Brampton,  Ontario  L6Y2E1  Canada  Phone:  888-479-6746.  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, 6,000,000
     shares of the  Company's  Common Stock will be offered  either  directly or
     through stock options.
     (c)  Employees Who May  Participate in the Plan.  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.


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