Filed by sedaredgar.com - ESP Resources, Inc. - Exhibit 10.1






Exhibit 10.1 

2009 FISCAL YEAR PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN


1. Purpose. The purpose of this Plan is to provide
compensation in the form of Common Stock of the Corporation to eligible
consultants that have previously rendered services or that will render services
during the term of this 2009 Fiscal Year Professional/Consultant Stock
Compensation Plan (hereinafter referred to as the “Plan”). 

2. Administration. 

(a) This Plan shall be administered by the Board of Directors
who 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; provided, however, that no grant pursuant to this
Plan shall be effective unless approved by a majority of the Corporation’s
independent directors. Subject to the Corporation's Bylaws, all decisions made
by the Directors in selecting eligible consultants (hereinafter referred to as
“Consultants”), establishing the number of shares, and construing the provisions
of this Plan shall be final, conclusive and binding on all persons including the
Corporation, shareholders, employees and Consultants. 

(b) The Board of Directors may from time to time appoint a
Consultants Plan Committee, consisting solely of independent directors, 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 power to select
the particular Consultants that are to receive shares, and to determine the
number of shares to be allocated to each such Consultant. 

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

3. Eligibility. Shares shall be granted only to
Professionals and Consultants that are within that class for which Form S-8 is
applicable. 

4. Shares Subject to the Plan. The total number of
shares of Common Stock to be subject to this Plan is 7,000,000. The shares
subject to the Plan will be registered with the SEC on a Form S-8 Registration
Statement. The number of shares subject to the Plan may be increased by the
approval of the board of directors, provided, that such approval includes the
approval of a majority of the independent directors. 

5. Death of Consultant. If a Consultant dies while he is
a Consultant of the Corporation or of any subsidiary, or within 90 days after
such termination, the shares, to the extent that the Consultant was to be issued
shares under the plan, may be issued to his personal representative or the
person or persons to whom his rights under the Plan shall pass by his will or by
the applicable law or descent and distribution. 

6. Termination of Consultant. If a Consultant shall cease
  to be retained by the Corporation for any reason (including retirement and disability)
  other than death after he shall have continuously been so retained for his specified
  term and the shares are to be issued for future services, the Consultant shall
  be entitled to received his pro-rata number of shares for his services already
  rendered; provided, that if the shares shall have been issued for services previously
  rendered or rendered prior to the date of termination, the Consultant shall
  have the absolute right to the shares. 




7. Termination of the Plan. This Plan shall terminate
  upon the issuance of all shares available under the Plan or otherwise terminated
  by the Board of Directors. 


8. Effective Date of the Plan. This Plan shall become effective upon its adoption by the Board of Directors.