EXHIBIT 10.1

                                 DECO TEK, INC.
                           EMPLOYEE COMPENSATION PLAN

                           ADOPTED: SEPTEMBER 8, 2000

ARTICLE I. INTRODUCTION

Section 1.1 PURPOSES.  The purposes of the 2001 Employee  Compensation Plan (the
"Plan") of DECO TEK Inc.,  (the "Company") are (i) to align the interests of the
Company's  shareholders  and its',  Officers  and  Directors by  increasing  the
proprietary  interest  of such  recipients  in regard to the  Company's  growth,
direction and success, (ii) to advance the interests of the Company by retaining
Officer/Directors  and Non  Employee  Directors  of the  Company  and  (iii)  to
motivate  such  Officer/Directors  and  Non-Employee  Directors  to  act  in the
long-term best interests of the Company.

Section 1.2 DEFINITIONS.

"AGREEMENT"  shall mean the  written  agreement  evidencing  an award  hereunder
between the Company and the recipient of such award.

"BOARD" shall mean the Board of Directors of the Company.

"CHANGE IN CONTROL" shall have the meaning set forth in Section 4.6(b).

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"COMMON  STOCK"  shall mean the common  stock, $0.001 par value, of the Company.

"COMPANY"  shall mean Deco Tek, Inc., a Nevada Corporation

"DISABILITY"  shall  mean the  inability  of the  holder of an award to  perform
substantially such holder's duties and  responsibilities for a continuous period
of at least six months, as determined solely by the Board.

"IMMEDIATE FAMILY" shall mean any spouse, child, stepchild, or adopted child.

"INCUMBENT BOARD" shall have the meaning set forth in Section 4.8(b)(2) hereof.

"NON-EMPLOYEE DIRECTOR" shall mean except as applied to the definition of Board,
any director of the Company who is not an officer or employee of the Company.

"STOCK" shall mean shares of Common Stock

"STOCK AWARD" shall mean an award of Stock under this Plan.



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Section 1.3 ADMINISTRATION. This Plan shall be administered by the Board. Awards
may be made under this Plan,  in the form of Stock,  to  eligible  officers  and
directors  of the Company.  The Board shall,  subject to the terms of this Plan,
interpret this Plan and the application thereof, establish rules and regulations
it  deems   necessary   for  the   administration   of  this   Plan.   All  such
interpretations,  rules,  regulations  and  conditions  shall be conclusive  and
binding on all parties.

The Board may delegate some or all of its power and  authority  hereunder to the
President, Chief Executive Officer, or other executive officer of the Company as
the Board deems appropriate.

No member of the Board, and neither the President,  Chief Executive  Officer nor
any other  executive  officer to whom the Board  delegates  any of its power and
authority  hereunder,  shall be liable  for any act,  omission,  interpretation,
construction or  determination  made in connection with this Plan in good faith,
and the members of the Board and the  President,  Chief  Executive  Officer,  or
other executive officer shall be entitled to  indemnification  and reimbursement
by the  Company  in respect of any  claim,  loss,  damage or expense  (including
attorneys'  fees) arising  therefrom to the full extent permitted by law, except
as otherwise may be provided in the Company's Articles of Incorporation, Bylaws,
and under any directors' and officers' liability insurance that may be in effect
from time to time.

A majority of the Board shall  constitute a quorum.  The acts of the Board shall
be either (i) acts of a  majority  of the  members  of the Board  present at any
meeting  at which a quorum is  present  or (ii) acts  approved  in  writing by a
majority of the members of the Board without a meeting.

Section  1.4  ELIGIBILITY.  Participants  in this  Plan  shall  consist  of such
officers and  directors of the Company as the Board in its sole  discretion  may
select  from  time  to  time.   Non-Employee  Directors  shall  be  eligible  to
participate in this Plan in accordance with Article IV.

Section 1.5 SHARES AVAILABLE.  Subject to adjustment as provided in Section 4.7,
the total  number of shares of Common Stock  available  for all grants of awards
under  this  Plan  on  any  calendar  year,  shall  be  percent  (10.0%)  of the
outstanding  and  issued  Common  Stock as of  January 1 of such year  beginning
January 1,  2001,  plus the number of shares of Common  Stock  which  shall have
become  available  for  grants  of awards  under  this Plan in any and all prior
calendar years,  but which shall not have become subject to any award granted in
any prior year.

ARTICLE II. STOCK AWARDS

Section 2.1 STOCK AWARDS.  The Board may, in its discretion,  grant Stock Awards
to such eligible persons as may be selected by the Board .


Section  2.2  TERMS OF STOCK  AWARDS.  Stock  Awards  shall  be  subject  to the
following  terms and  conditions  and shall  contain such  additional  terms and
conditions,  not  inconsistent  with the terms of this Plan,  as the Board shall
deem advisable.

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(a) NUMBER OF SHARES AND OTHER TERMS. The number of shares of Common Stock shall
be determined by the Board.

(b)  VESTING  AND  FORFEITURE.  The  Agreement  relating  to a Stock Award shall
provide,  in the manner determined by the Board, in its discretion,  and subject
to the  provisions  of this Plan,  for the vesting of the shares of Common Stock
subject to such award if the holder of such award  remains  continuously  in the
employment of the Company during the specified  Period and for the forfeiture of
the shares of Common Stock.

(c) SHARE CERTIFICATES. A certificate or certificates representing a Stock Award
may be registered in the holder's name and may bear a legend, in addition to any
legend which may be  required,  indicating  that the  ownership of the shares of
Common  Stock  represented  by such  certificate  is  subject  to the  terms and
conditions of this Plan and the Agreement  relating to the Stock Award. All such
certificates shall be deposited with the Company,  together with stock powers or
other instruments of assignment  (including a power of attorney),  each endorsed
in blank with a guarantee of signature if deemed necessary or appropriate by the
Company,  which would permit  transfer to the Company of all or a portion of the
shares of Common  Stock  subject  to the Stock  Award in the event such award is
forfeited in whole or in part.

(d) RIGHTS  WITH  RESPECT TO STOCK  AWARDS.  Unless  otherwise  set forth in the
Agreement  relating to a Stock Award, and subject to the terms and conditions of
a Stock Award,  the holder of such award shall have all rights as a  stockholder
of the  Company,  including,  but not limited to,  voting  rights,  the right to
receive  dividends  and the  right  to  participate  in any  capital  adjustment
applicable  to  all  holders  of  Common  Stock;   provided,   however,  that  a
distribution  with respect to shares of Common Stock,  other than a distribution
in cash, shall be deposited with the Company.

Section 2.3 TERMINATION OF EMPLOYMENT.  Except as otherwise  provided in Section
4.8,  all  of the  terms  relating  to a  Stock  Award,  or  cancellation  of or
forfeiture of such Stock Award upon a termination of employment with the Company
of the holder of such Stock  Award,  whether  by reason of  retirement  or other
termination,  shall be set forth in the Agreement  relating to such Stock Award,
except that,  notwithstanding the foregoing, each Stock Award shall become fully
vested  and  non-forfeitable  upon the death or  Disability  of the  Participant
awarded such Stock Award,  provided such  Participant is employed by the Company
on the date of death or Disability.


ARTICLE III. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS

Section 3.1 ELIGIBILITY. Each Non-Employee Director shall be eligible to receive
shares of Common Stock in accordance with this Article III.

Section 3.2 TIME AND MANNER OF  DISTRIBUTION.  At the date of any annual meeting
of  shareholders  of the  Company  during  the term of this  Plan,  Non-Employee
Directors  shall  receive  shares of Common  Stock in lieu of such  Non-Employee
Director's   future  annual   stipend.   Notwithstanding   the  foregoing,   any
distribution  made to (i) a  Non-Employee  Director  in  respect  of the  annual
retainer payable for the period beginning on the date of the 2001 annual meeting
of  the  shareholders  of  the  Company  or  (u) an  individual  who  becomes  a


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Non-Employee  Director  on a date less than  three  months  prior to any  annual
meeting of  shareholders,  shall become effective on the first business day that
is three months after the date ("Effective  Date") such  Non-Employee  Directors
contract,  and such distribution shall be applicable only to the portion of such
Non-Employee  Director's  annual stipend  determined by multiplying  such annual
stipend by a fraction,  the  numerator  of which is the number of calendar  days
from the  Effective  Date to and  including  the last day for which such  Annual
Stipend is payable and the  denominator is 365. Any fraction of a share shall be
disregarded.

ARTICLE IV. GENERAL

Section 4.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted to the
stockholders  of the Company for  approval  and, if approved by the  affirmative
vote  of a  majority  of the  shares  of  Common  Stock  present  in  person  or
represented  by proxy at the 2001 annual meeting of  stockholders,  shall become
effective on the date of such approval.  This Plan shall terminate 5 years after
its effective date unless terminated  earlier by the Board.  Termination of this
Plan shall not  affect the terms or  conditions  of any award  granted  prior to
termination.

Awards  hereunder may be made at any time prior to the termination of this Plan,
provided that no award may be made later than 5 years after the  effective  date
of this Plan. In the event that this Plan is not approved by the stockholders of
the Company, this Plan and any awards hereunder shall be void and of no force or
effect.

Section  4.2  AMENDMENTS.  The  Board  may  amend  this  Plan as it  shall  deem
advisable,  subject to any  requirement  of  stockholder  approval  required  by
applicable  law,  rule or  regulation  including  Section  162(m)  of the  Code;
provided,  however, that no amendment shall be made without stockholder approval
if such  amendment  would (a)  increase  the maximum  number of shares of Common
Stock available under this Plan (subject to Section 4.7), or (b) extend the term
of this Plan;  provided  further that,  subject to Section 4.7. No amendment may
impair the rights of a holder of an  outstanding  award  without  the consent of
such holder. Notwithstanding the foregoing, the Board may condition the grant of
any award or combination of awards authorized under the Plan on the surrender or
deferral by the Participant of such Participant's right to an award hereunder, a
cash  bonus,  or other  compensation  otherwise  payable  by the  Company to the
Participant.

Section  4.3  AGREEMENT.  Each award  under this Plan shall be  evidenced  by an
Agreement  setting forth the terms and conditions  applicable to such award.  No
award  shall be valid  until an  Agreement  is  executed  by the Company and the
recipient  of such award and,  upon  execution by each party and delivery of the
Agreement to the Company, such award shall be effective as of the effective date
set forth in the Agreement.

Section 4.4 TRANSFERABILITY OF SHARES.

(a)  Except as set forth in Section  4.4(b) or as  otherwise  determined  by the
Board,  no  Share  shall be  transferable  other  than (i) by will,  the laws of
descent  and  distribution  or pursuant to  beneficiary  designation  procedures


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approved by the Board. Upon any attempt to so sell,  transfer,  assign,  pledge,
hypothecate,  encumber or  otherwise  dispose of any such award,  and all rights
thereunder shall immediately become null and void.

(b)  Notwithstanding  the provisions of Section  4.4(a),  option rights shall be
transferable by a Participant,  without payment of consideration therefor by the
transferee, to any one or more members of the Participant's Immediate Family (or
to one or more trusts  established solely for the benefit of one or more members
of the  Participant's  Immediate Family or to one or more  partnerships in which
the only partners are members of the Participant's Immediate Family);  provided,
however,  that (i) no such transfer shall be effective  unless  reasonable prior
notice  thereof is  delivered  to the  Company and such  transfer is  thereafter
effected  subject to the specific  authorization  of, and in accordance with any
terms and conditions that shall have been made applicable  thereto, by the Board
and (ii) any such  transferee  shall be subject to the same terms and conditions
hereunder as the Participant.

Section  4.5  ADJUSTMENT.  In the  event of any  stock  split,  stock  dividend,
recapitalization,  reorganization, merger, consolidation,  combination, exchange
of shares,  liquidation,  or other similar change in capitalization or event, or
any  distribution to holders of Common Stock other than a regular cash dividend,
the number and class of  securities  available  under this Plan,  the number and
class of securities  subject to each  outstanding  Stock Award, and the terms of
each  outstanding  Share  shall be  appropriately  adjusted  by the  Board.  The
decision of the Board regarding any such adjustment shall be final,  binding and
conclusive.  If any such adjustment would result in a fractional  security being
available under this Plan, such fractional security shall be disregarded

Section 4.6 CHANGE IN CONTROL.

(a) (1)  Notwithstanding  any  provision in this Plan or any  Agreement,  in the
event  of a Change  in  Control  pursuant  to  Section  (b)(1)  or (2)  below in
connection with which the holders of Common Stock receive shares of Common Stock
that are  registered  under Section 12 of the Exchange Act, (i) the  Restriction
Period  applicable to any outstanding  Stock Award shall lapse, (ii) there shall
be substituted for each share of Common Stock available under this Plan, whether
or not then subject to an outstanding award, the number and class of shares into
which each outstanding share of Common Stock shall be converted pursuant to such
Change in Control.

(1) the acquisition by any individual,  entity or group (a "Person"),  including
any person  within the meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange
Act, of beneficial  ownership within the meaning of Rule 13d-3 promulgated under
the Exchange  Act, of 20% or more of either (i) the then  outstanding  shares of
common stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding  Company Voting
Securities"); or

(2)  approval  by  the stockholders  of  the  Company  of  a  plan  of  complete
liquidation or dissolution of the Company.

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Section  4.7 NO RIGHT OF  PARTICIPATION  OR  EMPLOYMENT.  No person  outside  of
officers,   directors,  or  non-employee  directors  shall  have  any  right  to
participate in this Plan.  Neither this Plan nor any award made hereunder  shall
confer upon any person any right to  continued  employment  by the  Company,  or
affect in any manner the right of the Company to terminate the employment of any
person at any time without liability hereunder.

Section  4.8  RIGHTS  AS  STOCKHOLDER  No  person  shall  have  any  right  as a
stockholder  of the Company  with respect to any shares of Common Stock or other
equity security of the Company which is subject to an award hereunder unless and
until such person becomes a stockholder of record with respect to such shares of
Common Stock or equity security.

Section 4.9  GOVERNING  LAW.  This Plan,  each award  hereunder  and the related
Agreement,  and all determinations  made and actions taken pursuant thereto,  to
the extent not otherwise  governed by the Code or the laws of the United States,
shall be governed  by the laws of the State of Nevada  construed  in  accordance
therewith without giving effect to principles of conflicts of laws.

Section 4.10 DEFERRAL  AGREEMENTS.  The  Participants  may enter into agreements
which will defer the receipt of any shares of Common Stock to be received  under
an award.  Any such agreement  shall require that the deferred  distribution  be
made in shares of Common Stock.






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