fs801108ex10i_chinadis.htm


     

     

    
      Exhibit
10.1

      


      2008
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 2008 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 65,000. 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  laws  of  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.