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                                                                   EXHIBIT 10.34


                              VERIDIEN CORPORATION
           EMPLOYEES & CONSULTANTS COMPENSATION AND STOCK OPTION PLAN

         THIS EMPLOYEES & CONSULTANTS COMPENSATION AND STOCK OPTION PLAN,adopted
by the Board of Directors of Veridien Corporation (the "Company") this 26th day
of March, 2002,

WITNESSETH THAT:

         WHEREAS, the Company has been experiencing working capital shortages
and it is desirable to have a plan which will permit the Company to (a)
compensate employees and consultants with shares of the Company's Common Stock
in lieu of cash, and (b) incentivize and compensate employees and consultants
with stock options;

         WHEREAS, the Company desires to give its Board of Directors the
flexibility to compensate employees and consultants with either shares of the
Company's Common Stock or with stock options (Common Stock Purchase Options);

         WHEREAS, the Company desires to provide employees and consultants with
stock options in order to form a relationship with the option grantees and tie
their compensation to the Company and its business and its profitability;

NOW, THEREFORE, in order to carry out the foregoing purposes, the Board of
Directors of the Company hereby adopts this Employees & Consultants Compensation
and Stock Option Plan, as follows:

                                    ARTICLE I
                                    THE PLAN

1.       General. This Plan encompasses the grant, by the Company's Board of
Directors, of either (A) shares of the Company's Common Stock, or (B) options
for the purchase of shares of the Company's Common Stock. As such, this Plan
includes a Stock Option Plan as set forth in Article II and a Common Stock
Compensation Plan, as set forth in Article III. In each case, the Board of
Directors shall determine, in its discretion, whether to issue shares of Common
Stock or to issue Common Stock Purchase Options, or a combination thereof. If
the Board of Directors shall determine to issue shares of Common Stock, it shall
do so within the terms and conditions of Part II. If the Board of Directors
shall determine to issue Common Stock Purchase Options, it shall do so within
the terms and conditions of Part III. Finally, in the event of a combination of
compensation, the Board of Directors shall apply the applicable portion of each
Part.

2.       Total Number of Shares under Plan. The total number of shares
issuable, either directly or upon the exercise of options granted pursuant to
this Plan, shall be limited to Ten Million (10,000,000).

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3.       Term of Plan. The term of this Plan shall commence upon the date
adopted by the Board of Directors of the Company and shall end on that day five
(5) years from the commencement date. Termination of the Plan shall not,
however, terminate Common Stock Purchase Options granted under Part II, provided
nevertheless that all such options shall terminate on the earlier of (A) that
day five (5) years from the date of grant or (B) that day ten (10) years from
the commencement date.

4.       Amendment of the Plan. The Board of Directors of the Company may from
time to time alter, amend, suspend or discontinue this Plan, or any part hereof,
and make rules for its administration, except that the Board of Directors shall
not amend the Plan in any manner which would have the effect of preventing
options issued under the Plan from being "incentive stock options" as defined in
Section 422A of the Internal Revenue Code of 1986.

5.       Grants of Shares and/or Options discretionary. The granting of shares
of Common Stock or Common Stock Purchase Options under this Plan shall be
entirely discretionary with the Company's Board of Directors (or any committee
appointed by the Board of Directors as provided in this Plan and nothing in this
Plan shall be deemed to give any officer, manager, employee, consultant,
professional or advisor any right to participate in this Plan or to receive
shares or options.


                                     PART II
                          COMMON STOCK PURCHASE OPTIONS

1.       Purpose. The purpose of this Part II of this Plan is to secure for the
Company and its stockholders the benefits which flow from providing corporate
officers, executives, managerial employees, and executive-level consultants
("key employees") with the incentive inherent in common stock ownership. It is
generally recognized that stock option plans aid in retaining competent
executives and consultants and furnish a device to attract executives and
consultants of exceptional ability to the Company because of the opportunity
offered to acquire a proprietary interest in the business.

2.       Amount of stock. The total number of shares of Common Stock to be
subject to options granted pursuant to this Plan on and after the commencement
date of the Plan shall not exceed 10,000,000 shares of the Company's Common
Stock. This total number of shares shall be reduced, from time to time, upon the
issuance of shares of Common Stock under Part III of this Plan or upon the
reservation of shares for issuance upon the exercise of options granted under
this Part II of this Plan. This total number of shares shall also be subject to
appropriate increase or decrease in the event of a stock dividend upon, or a
subdivision, split-up, combination or reclassification of, the shares
purchasable under such options. In the event that options granted under this
Plan shall lapse without being exercised in whole or in part, other options may
be granted covering the shares not purchased under such lapsed options or the
shares may be issued in grants under Part III.


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3.       Stock Option Committee. The Board of Directors may, from time to time,
appoint a Stock Option Committee (hereinafter called the "Committee"), to serve
under this Plan. The Committee shall consist of three or more directors. In the
absence of such a committee, the entire Board of Directors shall serve as the
Stock Option Committee, and all references in this Plan to the Committee" shall
refer to the entire Board of Directors.

4.       Eligibility and participation. Options may be granted pursuant to this
Plan to corporate officers, executives, and managerial employees of, and key
consultants (including professionals and advisors) to, the Company and any
subsidiaries which may exist from time to time (hereinafter called
"employees/consultants"). From time to time the Committee shall select the
employees/consultants to whom options may be granted by the Board of Directors
and shall determine the number of shares to be covered by each option so
granted. Future as well as present employees/consultants (including officers,
executives, managerial employees and key consultants who are directors) shall be
eligible to participate in the Plan. Directors who are not officers, executives,
managerial employees of, or key consultants to, the Company or a subsidiary are
not eligible to participate in the Plan. No option may be granted under the Plan
after that day which is five (5) years from the commencement date. No individual
or entity shall be granted options having a value of more than $100,000 under
this Plan in any one fiscal year.

5.       Option agreement. The terms and provisions of options granted pursuant
to the Plan shall be set forth in an agreement, herein called Option Agreement,
between the Company and the employee/consultant receiving the same. The Option
may be in such form, not inconsistent with the terms of this Plan, as shall be
approved by the Board of Directors.

6.       Price. The purchase price per share of Common Stock purchasable under
options granted pursuant to the Plan shall not be less than 100 percent of the
fair market value at the time the options are granted. The purchase price per
share of Common Stock purchasable under options granted pursuant to this Plan to
a person who owns more than 10 percent of the voting power of the Company's
voting stock shall not be less than 110 percent of the fair market value of such
shares, at the time the options are granted. For the purposes of the preceding
sentence (a) the employee/consultant shall be considered as owning the stock
owned directly or indirectly by or for himself, the stock which the
employee/consultant may purchase under outstanding options and the stock owned,
directly or indirectly, by or for his brothers and sisters (whether of the whole
or half blood), spouse, ancestors, and lineal descendants and (b) stock owned
directly or indirectly, by or for a corporation, partnership, estate, or trust
shall be considered as being owned proportionately by or for its shareholders,
partners, or beneficiaries. For all purposes of this Plan, the fair market value
of the Common Stock of the Company shall be determined in good faith at the time
of the grant of any option by decision of the Stock Option Committee. In making
such determination, the Stock Option Committee shall not take into account the
effect of any restrictions on the Common Stock other than restrictions which, by
their terms, will never lapse. The full purchase price of shares purchased shall
be paid upon exercise of the option. Under certain circumstances such purchase
price per share shall be subject to adjustment as referred to in Section 10 of
this Plan.

7.       Option period. No option granted pursuant to this Plan shall be
exercisable after (A) the expiration of five (5) years from the date the option
is first granted or (B) the expiration of ten (10) years from the commencement
date of this Plan. The expiration date stated in the Option Agreement is
hereinafter called the Expiration Date.


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8.       Termination of employment.  The Option Agreement shall provide that:

         (a) If prior to the Expiration Date the employee/consultant shall for
         any reason whatever, other than (1) his authorized retirement as
         defined in (b) below, or (2) his death, cease to be employed by the
         Company or a subsidiary, any unexercised portions of the option granted
         shall automatically terminate;

         (b) If prior to the Expiration Date the employee/consultant shall (1)
         retire upon or after reaching the age which at the time of retirement
         is established as the normal retirement age for employees of the
         Company (such normal retirement age now being 65 years) or (2) with the
         written consent of the Company retire prior to such age on account of
         physical or mental disability (such retirement pursuant to (1) or (2)
         being deemed an "authorized retirement") any unexercised portion of the
         option shall expire at the end of three (3) months after such
         authorized retirement, and during such three months' period the
         employee/consultant may exercise all or any part of the then
         unexercised portion of the option; and

         (c) If prior to the Expiration Date the employee/consultant shall die
         (at a time when he is an officer, executive, managerial employee of or
         key consultant to the Company or a subsidiary or within three months
         after his authorized retirement), the legal representatives of his
         estate or a legatee or legatees shall have the privilege, for a period
         of six (6) months after his death, of exercising all or any part of the
         then unexercised portion of the option.

Nothing in (b) or (c) shall extend the time for exercising any option granted
pursuant to the Plan beyond the Expiration Date.

9.       Assignability. The Option Agreement shall provide that the option
granted thereby shall not be transferable or assignable by the
employee/consultant otherwise than by will or by the laws of descent and
distribution and ruing the lifetime of the employee/consultant shall be
exercisable only by him.

10.      Adjustment in case of stock splits, stock dividends, etc. The Option
Agreement may contain such provisions as the Board of Directors may approve as
equitable concerning the effect upon the option granted thereby and upon the per
share or per unit option price, of (a) stock dividends upon, or subdivisions,
split-ups, combinations or reclassifications of, the securities purchasable
under the option, or (b) proposals to merge or consolidate the Company or to
sell all or substantially all of its assets, or to liquidate or dissolve the
Company.

11.      Stock for investment. In the absence of registration of the shares
issuable upon exercise of the Options granted hereunder, the Option Agreement
shall provide that the employee/consultant shall upon each exercise of a part of
all of the option granted represent and warrant that his purchase of stock
pursuant to such option is for investment only, and not with a view to
distribution involving a public offering.


                                    PART III
                         COMMON STOCK COMPENSATION PLAN

1.       Purpose. The purpose of this Plan is to provide compensation in the
form of Common Stock of the Company, in lieu of cash, to eligible consultants
that have previously rendered services or that will render services during the
term of this Employees & Consultants Compensation and Stock Option Plan.

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2.       Administration. (a) This Plan shall be administered by the Board of
Directors which may from time to time issue orders or adopt resolutions, not
inconsistent with the provisions of this Plan, to interpret the provisions and
supervise the administration of this Plan. The Company's President and Chief
Financial Officer shall make initial determinations as to which consultants,
professionals or advisors will be considered to receive shares under this Plan,
and will provide a list to the Board of Directors. All final determinations
shall be by the affirmative vote of a majority of the members of the Board of
Directors at a meeting called for such purpose, or reduced to writing and signed
by a majority of the members of the Board. Subject to the Company's Bylaws, all
decisions made by the Directors in selecting eligible consultants, professionals
or advisors, establishing the number of shares, and construing the provisions of
this Plan shall be final, conclusive and binding on all persons including the
Corporation, its shareholders, employees and eligible consultants, professionals
and advisors.

(b)      The Board of Directors may from time to time appoint a Part III
Compensation Committee, consisting of at least one Director and one officer,
none of whom shall be eligible to participate in the Plan while members of the
Committee. The Board of Directors may delegate to such Committee the power to
select the particular consultants, professionals and advisors that are to
receive shares, and to determine the number of shares to be allocated to each
such recipient.

(c)      If the SEC Rules and or regulations relating to the issuance of Common
Stock under a Form S-8 should change during the term of this Plan, the Board of
Directors shall have the power to alter this Plan to conform to such changes.

3.       Eligibility. (a) Shares shall be granted only to consultants,
professionals and advisors who render services that are within those classes for
which Form S-8 is applicable.

(b)      No individual or entity shall be granted shares having a value of more
than $100,000 under this Plan in any one fiscal year.

4.       Shares Subject to the Plan. The total number of shares of Common Stock
to be subject to options granted pursuant to this Plan on and after the
commencement date of the Plan shall not exceed 10,000,000 shares of the
Company's Common Stock. This total number of shares shall be reduced, from time
to time, upon the reservation of shares for issuance upon the exercise of
options granted under Part II of this Plan or upon the issuance of shares under
this Part III. This total number of shares shall also be subject to appropriate
increase or decrease in the event of a stock dividend upon, or a subdivision,
split-up, combination or reclassification of, the shares purchasable under such
options. In the event that options granted under Part II of this Plan shall
lapse without being exercised in whole or in part, other options may be granted
covering the shares not purchased under such lapsed options or the shares may be
issued in grants under this Part III.


                                   ARTICLE IV
GENERAL

1.       Governing Law. All grants of Common Stock Purchase Options and/or
shares of Common Stock under this Plan shall be deemed to be made in Florida and
all disputes arising hereunder shall be governed and controlled by the laws of
Florida. In the event of


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any litigation arising from any Common Stock Purchase Options granted under this
Plan or any shares of Common Stock issued under this Plan, jurisdiction and
venue of any such litigation shall be in the state and/or federal courts in
Florida. Any person receiving shares or options hereunder shall be deemed to
have agreed to such provisions.


2.       Benefits. This Plan shall be for the benefit of the Company and its
stockholders and no potential grantee or his/her/its personal representatives,
successors and, where applicable, assigns, shall have any rights, powers,
licenses, claims or other interest herein.

3.       Paragraph Headings. The paragraph headings in this Plan are inserted
for convenience and identification only and are in no way intended to define or
limit the scope, extent, or intent of this Plan or any of the provisions hereof.

4.       Interpretation. It is the intent of the parties that this Agreement
shall be construed and interpreted, and that all questions arising hereunder
shall be determined in accordance with the provisions of the laws of the State
of Florida.


                            CERTIFICATION OF ADOPTION
                             (by Board of Directors)

         The undersigned, being the Chairman of the Board of Directors, the
Vice-Chairman of the Board of Directors and the President of Veridien
Corporation hereby certify that the foregoing Plan was adopted by a unanimous
vote of the Board of Directors on March 26, 2002.



                                          /s/Russell D. Van Zandt, Chairman



                                          /s/Rene A. Gareau, Vice-Chairman



                                          /s/Sheldon C. Fenton, President