EXHIBIT
      10.1

    


    2005
      COMPENSATION PLAN FOR OUTSIDE CONSULTANTS

    


    
      	1.	
              Purpose
                of Plan

            


    

    


    This
      2005
      Compensation Plan for Outside Consultants (the "Plan") of Universal Food &
      Beverage Company, a Nevada corporation (the "Company"), for persons that render
      outside consulting services to the Company, is intended to advance the best
      interests of the Company by providing outside consultants with compensation
      for
      bone fide consulting services rendered to the Company. 

    


    
      	2.	
              Definitions

            


    

    


    For
      Plan
      purposes, except where the context might clearly indicate otherwise, the
      following terms shall have the meanings set forth below:

    


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

    


    "Common
      Shares" shall mean shares of the Company's common stock, $.01 par value per
      share, or, in the event that the outstanding Common Shares are hereafter changed
      into or exchanged for different shares of securities of the Company, such other
      shares or securities.

    


    "Company"
      shall mean Universal Food & Beverage Company, a Nevada
      corporation.

    


    "Consultant
      Stock Agreement" means an agreement executed by a Plan Participant and the
      Company as contemplated by Section 5, below, which imposes on the Common Shares
      held by the Plan Participant such restrictions as the Board deem appropriate,
      and which may be the consulting agreement between the Plan Participant and
      the
      Company.

    


    
      	3.	
              Administration
                of the Plan

            


    

    


    (a) The
      Board
      shall administer the Plan and accordingly, it shall have full power to grant
      and
      issue Common Shares under the Plan, construe and interpret the Plan, establish
      rules and regulations and perform all other acts, including the delegation
      of
      administrative responsibilities, it believes reasonable and proper. The Board
      may designate one of its members as the Plan Administrator for this
      Plan.

    


    (b) The
      determination of those eligible to receive Common Shares, and the amount, type
      and timing of each grant and the terms and conditions of the Consultant Stock
      Agreements shall rest in the sole discretion of the Board, subject to the
      provisions of the Plan.

    


    (c) The
      Board
      may correct any defect, supply any omission or reconcile any inconsistency
      in
      the Plan, or in any Consultant Stock Agreement, in the manner and to the extent
      it shall deem necessary to carry it into effect.

    


    (d) Any
      decision made, or action taken, by the Board arising out of or in connection
      with the interpretation and administration of the Plan shall be final and
      conclusive.

    


    (e) Meetings
      of the Board relating to the Plan shall be held at such times and places as
      shall be determined by the Board. A majority of the members of the Board shall
      constitute a quorum for the transaction of business, and the vote of a majority
      of those members present at any meeting shall decide any question brought before
      that meeting. In addition, the Board may take any action otherwise proper under
      the Plan by the affirmative vote, taken without a meeting,
      of a majority of its members.

    


    (f) No
      member
      of the Board shall be liable for any act or omission of any other member of
      the
      Board or for any act or omission on his own part, including, but not limited
      to,
      the exercise of any power or discretion given to him under the Plan, except
      those resulting from his own gross negligence or willful
      misconduct.

    


    (g) The
      Company, through its management, shall supply full and timely information to
      the
      Board on all matters relating to the eligibility of persons to receive Common
      Shares under the Plan ("Plan Participants"), their duties and performance,
      and
      current information on any Plan Participant's termination of association with
      the Company, and such other pertinent information as the Board may require.
      The
      Company shall furnish the Board with such clerical and other assistance as
      is
      necessary in the performance of its duties hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (h) The
      Board
      may designate a committee of its members to administer the Plan. The Board
      may
      amend this Plan as appropriate to evidence this designation.

    


    
      	4.	
              Shares
                Subject to the Plan

            


    

    


    The
      total
      number of Common Shares of the Company available for grant and issuance under
      the Plan shall be 3,250,000 Common Shares, subject to adjustment in accordance
      with Article 6 of the Plan, which shares may be either authorized but
      unissued or re-acquired Common Shares of the Company.

    


    
      	5.	
              Award
                Of Common Stock

            


    

    


    (a) The
      Board
      from time to time, in its absolute discretion, may award Common Shares to
      outside consultants of the Company. All such recipients of Common Shares shall
      be collectively referred to throughout this Plan as Plan Participants. The
      Board
      is specifically authorized to grant the issuance of Common Shares under this
      Plan, as compensation that would otherwise be payable to the Plan Participants
      in exchange for their services to the Company.

    


    (b) Common
      Shares shall be issued only pursuant to a Consultant Stock Agreement, which
      shall be executed by the Plan Participant and the Company and which shall
      contain such terms and conditions as the Board shall determine consistent with
      this Plan, including such restrictions on transfer as are imposed by the
      Consultant Stock Agreement.

    


    (c) Upon
      delivery of the Common Shares to the Plan Participant below, the Consultant
      Stockholder shall have, unless otherwise provided by the Board, all the rights
      of a stockholder with respect to said shares, subject to the restrictions in
      the
      Consultant Stock Agreement, including the right to receive all dividends and
      other distributions paid or made with respect to the Common Shares.

    


    (d) All
      Common Shares issued under this Plan (including any Common Shares and other
      securities issued with respect to the Common Shares as a result of stock
      dividends, stock splits or similar changes in the capital structure of the
      Company) shall be subject to such restrictions as the Board shall provide,
      which
      restrictions may include, without limitation, restrictions concerning voting
      rights, transferability of the Common Shares; provided that the Board may,
      on
      such terms and conditions as it may determine to be appropriate, issue Common
      Shares without such restrictions or remove any or all of such restrictions.
      Common Shares may not be sold or encumbered until all applicable restrictions
      have terminated or expire. The restrictions, if any, imposed by the Board under
      this Section 5 need not be identical for all Common Shares and the imposition
      of
      any restrictions with respect to any Common Shares shall not require the
      imposition of the same or any other restrictions with respect to any other
      Common Shares.

    


    
      	6.	
              Adjustments
                or Changes in Capitalization

            


    

     

    (a) In
      the
      event that the outstanding Common Shares of the Company are hereafter changed
      into or exchanged for a different number or kind of shares or other securities
      of the Company by reason of merger, consolidation, other reorganization,
      recapitalization, reclassification, combination of shares, stock split-up or
      stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment
      shall be made of the aggregate number and kind of shares subject to all
      Consultant Stock Agreements which may be granted under the Plan, such that
      the
      Plan Participants shall have the right to receive such Common Shares as may
      be
      issued in exchange for the Common Shares had such merger, consolidation, other
      reorganization, recapitalization, reclassification, combination of shares,
      stock
      split-up or stock dividend not taken place;

    


    (b) The
      foregoing adjustments and the manner of application of the foregoing provisions
      shall be determined solely by the Board, whose determination as to what
      adjustments shall be made and the extent thereof, shall be final, binding and
      conclusive. No fractional Shares shall be issued under the Plan on account
      of
      any such adjustments.

    


    
      	7.	
              Amendment
                and Termination of Plan

            


    

    


    (a) The
      Board
      may at any time, and from time to time, suspend or terminate the Plan in whole
      or in part or amend it from time to time in such respects as the Board may
      deem
      appropriate and in the best interest of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) No
      amendment, suspension or termination of this Plan shall, without the Plan
      Participant's consent, alter or impair any of the rights or obligations under
      any Consultant Stock Agreement theretofore granted to him under the
      Plan.

    


    (c) No
      Common
      Shares shall be issued under the Plan after December 31, 2010.

    


    
      	8.	
              Government
                and other Regulations

            


    

    


    The
      obligation of the Company to issue, transfer and deliver Common Shares received
      under the Plan shall be subject to all applicable laws, regulations, rules,
      orders and approvals which shall then be in effect and required by the relevant
      stock exchanges on which the Common Shares are traded and by government entities
      as set forth below or as the Board in its sole discretion shall deem necessary
      or advisable. Specifically, in connection with the Securities Act of 1933,
      as
      amended, the receipt of any Common Shares under the Plan by Plan Participants
      shall be governed by the rules and regulations promulgated under the Securities
      Act of 1933, as amended, as to the permitted uses of Form S-8 and the issuance
      of securities registered on such Form S-8. Any determination in this connection
      by the Board shall be final, binding and conclusive. The Company may, but shall
      in no event be obligated to, take any other affirmative action in order to
      cause
      the issuance of Common Shares pursuant thereto to comply with any law or
      regulation of any government authority.

    


    
      	9.	
              Miscellaneous
                Provisions

            


    

    


    (a) No
      person
      shall have any claim or right to be granted Common Shares under the Plan, and
      the grant of Common Shares under the Plan shall not be construed as giving
      a
      Plan Participant the right to be retained by the Company. Furthermore, the
      Company expressly reserves the right at any time to terminate its relationship
      with an Plan Participant with or without cause, free from any liability, or
      any
      claim under the Plan, except as provided herein, in any agreement between the
      Company and the Plan Participant.

    


    (b) Any
      expenses of administering this Plan shall be borne by the Company.

    


    (c) The
      place
      of administration of the Plan shall be in the City of St. Charles, Illinois,
      but
      the validity, construction, interpretation, administration and effect of the
      Plan and of its rules and regulations, and rights relating to the Plan, shall
      be
      determined solely in accordance with the laws of the State of
      Nevada.

    


    (d) Without
      amending the Plan, grants may be made to persons who are foreign nationals
      or
      employed outside the United States, or both, on such terms and conditions,
      consistent with the Plan's purpose, different from those specified in the Plan
      as may, in the judgment of the Board, be necessary or desirable to create
      equitable opportunities given differences in tax laws in other
      countries.

    


    (e) In
      addition to such other rights of indemnification as they may have as members
      of
      the Board, the members of the Board shall be indemnified by the Company against
      all costs and expenses reasonably incurred by them in connection with any
      action, suit or proceeding to which they or any of them may be party by reason
      of any action taken or failure to act under or in connection with the Plan
      or
      any Consultant Stock Agreement granted thereunder, and against all amounts
      paid
      by them in settlement thereof (provided such settlement is approved by
      independent legal counsel selected by the Company) or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding, except a
      judgment based upon a finding of bad faith; provided that upon the institution
      of any such action, suit or proceeding a Board member shall, in writing, give
      the Company notice thereof and an opportunity, at its own expense, to handle
      and
      defend the same, with counsel acceptable to the Plan Participant, before such
      Board member undertakes to handle and defend it on his own behalf.

    


    
      	10.	
              Written
                Agreement

            


    

    


    All
      Common Shares granted hereunder shall be embodied in a written Consultant Stock
      Agreement which shall be subject to the terms and conditions prescribed above
      and shall be signed by the Plan Participant and by the President of the Company,
      or by the Chief Executive Officer of the Company or by the Plan Administrator
      of
      the Board, for and in the name and on behalf of the Company. Such Consultant
      Stock Agreement shall contain such other provisions as the Board, in its
      discretion shall deem advisable.

    


    This
      Plan, and its terms and provisions, were duly approved by the Board as of the
      1st day of October, 2005.